-33- wageworks acquisition on august 30 , 2019 , we completed the wageworks acquisition and paid approximately $ 2.0 billion in cash to wageworks stockholders , financed through net borrowings of approximately $ 1.22 billion under a new term loan facility and approximately $ 816.9 million of cash on hand . as a result of the wageworks acquisition , wageworks inc. became a wholly owned subsidiary of healthequity , inc. the key strategy of the wageworks acquisition was to enable us to increase the number of our employer sales opportunities , the conversion of these opportunities to clients , and the value of clients in generating members , hsa assets and complementary cdbs . wageworks ' historic strength of selling to employers directly and through health benefits brokers and advisors complemented our distribution through network partners . with wageworks ' cdb capabilities , we provide employers with a single partner for both hsas and other cdbs , which is preferred by the vast majority of employers according to research conducted for us by aite group . for clients that partner with us in this way , we believe we can produce more value by encouraging both cdb participants to contribute to hsas and hsa-only members to take advantage of tax savings available through other cdbs . accordingly , we believe that there are significant opportunities to expand the scope of services that we provide to our clients . the wageworks acquisition has significantly increased the number of our total accounts , hsa assets , client-held funds , adjusted ebitda , total revenue , total cost of revenue , operating expenses , and other financial results . these increases impact the comparability of the period-over-period results described in this report . key factors affecting our performance we believe that our future performance will be driven by a number of factors , including those identified below . each of these factors presents both significant opportunities and significant risks to our future performance . see also `` results of operations - revenue `` for information relating to the ongoing covid-19 pandemic and also the section entitled “ risk factors ” included in part 1 , item 1a of this annual report on form 10-k and our other reports filed with the sec . wageworks integration on august 30 , 2019 , we completed the wageworks acquisition . we are continuing our multi-year integration effort that we expect will produce long-term cost savings and revenue synergies . we have identified opportunities of approximately $ 80 million in annualized ongoing net synergies to be achieved by the end of the fiscal year ending january 31 , 2022 , of which approximately $ 60 million were achieved as of january 31 , 2021. furthermore , we anticipate generating additional revenue synergies over the longer-term as our combined distribution channels and existing client base take advantage of the broader platform and service offerings and as we continue to drive member engagement . we estimate non-recurring costs to achieve these synergies of approximately $ 100 million incurred by the end of fiscal year 2022 , resulting from investment in technology platforms , back-office systems and platform integration , as well as rationalization of cost of operations . as of january 31 , 2021 , we had incurred a total of approximately $ 78 million of non-recurring merger integration costs related to the wageworks acquisition . structural change in u.s. health insurance we derive revenue primarily from healthcare-related saving and spending by consumers in the u.s. , which are driven by changes in the broader healthcare industry , including the structure of health insurance . the average premium for employer-sponsored health insurance has risen by 22 % since 2015 and 55 % since 2010 , resulting in increased participation in hsa-qualified health plans and hsas and increased consumer cost-sharing in health insurance more generally . we believe that continued growth in healthcare costs and related factors will spur continued growth in hsa-qualified health plans and hsas and may encourage policy changes making hsas or similar vehicles available to new populations such as individuals in medicare . however , the timing and impact of these and other developments in u.s. healthcare are uncertain . moreover , changes in healthcare policy , such as `` medicare for all `` plans , could materially and adversely affect our business in ways that are difficult to predict . trends in u.s. tax law tax law has a profound impact on our business . our offerings to members , clients , and network partners consist primarily of services enabled , mandated , or advantaged by provisions of u.s. tax law and regulations . we believe that the present direction of u.s. tax policy is favorable to our business , as evidenced for example by recent regulatory action and bipartisan policy proposals to expand the availability of hsas . however , changes in tax policy are speculative , and may affect our business in ways that are difficult to predict . -34- our client base our business model is based on a b2b2c distribution strategy , whereby we work with network partners and clients to reach consumers to increase the number of our members with hsa accounts and complementary cdbs . we believe that there are significant opportunities to expand the scope of services that we provide to our current clients . broad distribution footprint we believe we have a diverse distribution footprint to attract new clients and network partners . our sales force calls on enterprise and regional employers in industries across the u.s. , as well as potential network partners from among health plans , benefits administrators , and retirement plan record keepers . product breadth we are the largest custodian and administrator of hsas ( by number of accounts ) , as well as a market-share leader in each of the major categories of complementary cdbs , including fsas and hras , cobra and commuter benefits administration . story_separator_special_tag in addition , once a member 's hsa cash balance reaches a certain threshold , the member is able to invest his or her hsa assets in mutual funds through our custodial investment partner . we earn a recordkeeping fee , calculated as a percentage of custodial investments . we are continuing to transition hsa cash without yield to hsa cash with yield and expect to complete the transition in fiscal year 2022. interchange revenue . we earn interchange revenue each time one of our members uses one of our physical payment cards or virtual platforms to make a purchase . this revenue is collected each time a member “ swipes ” our payment card to pay expenses . we recognize interchange revenue monthly based on reports received from third parties , namely , the card-issuing banks and card processors . cost of revenue cost of revenue includes costs related to servicing accounts , managing client and network partner relationships and processing reimbursement claims . expenditures include personnel-related costs , depreciation , amortization , stock-based compensation , common expense allocations ( such as office rent , supplies , and other overhead expenses ) , new member and participant supplies , and other operating costs related to servicing our members . other components of cost of revenue include interest retained by members on hsa cash and interchange costs incurred in connection with processing card transactions for our members . service costs . service costs include the servicing costs described above . additionally , for new accounts , we incur on-boarding costs associated with the new accounts , such as new member welcome kits , the cost associated with issuance of new payment cards , and costs of marketing materials that we produce for our network partners . custodial costs . custodial costs are comprised of interest retained by our hsa members , in respect of hsa cash with yield , and fees we pay to banking consultants whom we use to help secure agreements with our depository -39- partners . interest retained by hsa members is calculated on a tiered basis . the interest rates retained by hsa members can change based on a formula or upon required notice . interchange costs . interchange costs are comprised of costs we incur in connection with processing payment transactions initiated by our members . due to the substantiation requirement on fsa/hra-linked payment card transactions , payment card costs are higher for fsa/hra card transactions . in addition to fixed per card fees , we are assessed additional transaction costs determined by the amount of the transaction . gross profit and gross margin our gross profit is our total revenue minus our total cost of revenue , and our gross margin is our gross profit expressed as a percentage of our total revenue . our gross margin has been and will continue to be affected by a number of factors , including interest rates , the amount we charge our network partners , clients , and members , the mix of our sources of revenue , how many services we deliver per account , and payment processing costs per account . operating expenses sales and marketing . sales and marketing expenses consist primarily of personnel and related expenses for our sales and marketing staff , including sales commissions for our direct sales force , external agent/broker commission expenses , marketing expenses , depreciation , amortization , stock-based compensation , and common expense allocations . technology and development . technology and development expenses include personnel and related expenses for software development and delivery , information technology , data management , product , and security . technology and development expenses also include software engineering services , the costs of operating our on-demand technology infrastructure , depreciation , amortization of capitalized software development costs , stock-based compensation , and common expense allocations . general and administrative . general and administrative expenses include personnel and related expenses of , and professional fees incurred by our executive , finance , legal , internal audit , corporate development , compliance , and people departments . they also include depreciation , amortization , stock-based compensation , and common expense allocations . amortization of acquired intangible assets . amortization of acquired intangible assets results primarily from intangible assets acquired in connection with business combinations . the assets include acquired customer relationships , acquired developed technology , and acquired trade names and trademarks , which we amortize over the assets ' estimated useful lives , estimated to be 10-15 years , 2-5 years , and 3 years , respectively . we also acquired intangible hsa portfolios from third-party custodians . we amortize these assets over the assets ' estimated useful life of 15 years . we evaluate our acquired intangible assets for impairment annually , or at a triggering event . merger integration . merger integration expenses include personnel and related expenses , including severance , professional fees , and facilities and technology expenses directly related to integration activities to merge operations as a result of the wageworks acquisition . merger integration expenses for the year ended january 31 , 2021 also include the estimated net cost to settle a legal matter related to the wageworks acquisition described in note 7—commitments and contingencies . interest expense interest expense consists of accrued interest expense and amortization of deferred financing costs associated with our credit agreement . interest on our long-term debt changes frequently due to variable interest rate terms , and as a result , our interest expense is expected to fluctuate based on changes in prevailing interest rates . other income ( expense ) , net other income ( expense ) , net , primarily consists of acquisition costs , gains and losses on marketable equity securities , non-income-based taxes , a gain resulting from a legal matter described in note 7—commitments and contingencies , and interest income earned on corporate cash . income tax provision ( benefit ) as of december 31

capital resources we have a “ shelf ” registration statement on form s-3 on file with the sec . this shelf registration statement , which includes a base prospectus , allows us at any time to offer any combination of securities described in the prospectus in one or more offerings . unless otherwise specified in a prospectus supplement accompanying the base prospectus , we would use the net proceeds from the sale of any securities offered pursuant to the shelf registration statement for general corporate purposes , including , but not limited to , working capital , sales and marketing activities , general and administrative matters and capital expenditures , and if opportunities arise , for the acquisition of , or investment in , assets , technologies , solutions or businesses that complement our business . pending such uses , we may invest the net proceeds in interest-bearing securities . in addition , we may conduct concurrent or other financings at any time . in july 2020 , we closed a follow-on public offering of 5,290,000 shares of common stock at a public offering price of $ 56.00 per share , less the underwriters ' discount . we received net proceeds of $ 286.8 million after deducting underwriting discounts and commissions of $ 8.9 million and other offering expenses of $ 0.6 million . our credit agreement includes a five-year senior secured revolving credit facility in an aggregate principal amount of up to $ 350.0 million , which may be used for working capital and general corporate purposes , including the financing -44- of acquisitions and other investments . for a description of the terms of the credit agreement , refer to note 8—indebtedness . we were in compliance with all covenants under the credit agreement as of january 31 , 2021 , and for the period then ended .


 Write a concise suspicious activity report of the following text delimited by triple backquotes. Return your response as a formal report which covers the key points highlighting the location,dates,entity names and account holder information in chronological order of the text.
     ```capital resources we have a “ shelf ” registration statement on form s-3 on file with the sec . this shelf registration statement , which includes a base prospectus , allows us at any time to offer any combination of securities described in the prospectus in one or more offerings . unless otherwise specified in a prospectus supplement accompanying the base prospectus , we would use the net proceeds from the sale of any securities offered pursuant to the shelf registration statement for general corporate purposes , including , but not limited to , working capital , sales and marketing activities , general and administrative matters and capital expenditures , and if opportunities arise , for the acquisition of , or investment in , assets , technologies , solutions or businesses that complement our business . pending such uses , we may invest the net proceeds in interest-bearing securities . in addition , we may conduct concurrent or other financings at any time . in july 2020 , we closed a follow-on public offering of 5,290,000 shares of common stock at a public offering price of $ 56.00 per share , less the underwriters ' discount . we received net proceeds of $ 286.8 million after deducting underwriting discounts and commissions of $ 8.9 million and other offering expenses of $ 0.6 million . our credit agreement includes a five-year senior secured revolving credit facility in an aggregate principal amount of up to $ 350.0 million , which may be used for working capital and general corporate purposes , including the financing -44- of acquisitions and other investments . for a description of the terms of the credit agreement , refer to note 8—indebtedness . we were in compliance with all covenants under the credit agreement as of january 31 , 2021 , and for the period then ended .
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 Suspicious Activity Report : -33- wageworks acquisition on august 30 , 2019 , we completed the wageworks acquisition and paid approximately $ 2.0 billion in cash to wageworks stockholders , financed through net borrowings of approximately $ 1.22 billion under a new term loan facility and approximately $ 816.9 million of cash on hand . as a result of the wageworks acquisition , wageworks inc. became a wholly owned subsidiary of healthequity , inc. the key strategy of the wageworks acquisition was to enable us to increase the number of our employer sales opportunities , the conversion of these opportunities to clients , and the value of clients in generating members , hsa assets and complementary cdbs . wageworks ' historic strength of selling to employers directly and through health benefits brokers and advisors complemented our distribution through network partners . with wageworks ' cdb capabilities , we provide employers with a single partner for both hsas and other cdbs , which is preferred by the vast majority of employers according to research conducted for us by aite group . for clients that partner with us in this way , we believe we can produce more value by encouraging both cdb participants to contribute to hsas and hsa-only members to take advantage of tax savings available through other cdbs . accordingly , we believe that there are significant opportunities to expand the scope of services that we provide to our clients . the wageworks acquisition has significantly increased the number of our total accounts , hsa assets , client-held funds , adjusted ebitda , total revenue , total cost of revenue , operating expenses , and other financial results . these increases impact the comparability of the period-over-period results described in this report . key factors affecting our performance we believe that our future performance will be driven by a number of factors , including those identified below . each of these factors presents both significant opportunities and significant risks to our future performance . see also `` results of operations - revenue `` for information relating to the ongoing covid-19 pandemic and also the section entitled “ risk factors ” included in part 1 , item 1a of this annual report on form 10-k and our other reports filed with the sec . wageworks integration on august 30 , 2019 , we completed the wageworks acquisition . we are continuing our multi-year integration effort that we expect will produce long-term cost savings and revenue synergies . we have identified opportunities of approximately $ 80 million in annualized ongoing net synergies to be achieved by the end of the fiscal year ending january 31 , 2022 , of which approximately $ 60 million were achieved as of january 31 , 2021. furthermore , we anticipate generating additional revenue synergies over the longer-term as our combined distribution channels and existing client base take advantage of the broader platform and service offerings and as we continue to drive member engagement . we estimate non-recurring costs to achieve these synergies of approximately $ 100 million incurred by the end of fiscal year 2022 , resulting from investment in technology platforms , back-office systems and platform integration , as well as rationalization of cost of operations . as of january 31 , 2021 , we had incurred a total of approximately $ 78 million of non-recurring merger integration costs related to the wageworks acquisition . structural change in u.s. health insurance we derive revenue primarily from healthcare-related saving and spending by consumers in the u.s. , which are driven by changes in the broader healthcare industry , including the structure of health insurance . the average premium for employer-sponsored health insurance has risen by 22 % since 2015 and 55 % since 2010 , resulting in increased participation in hsa-qualified health plans and hsas and increased consumer cost-sharing in health insurance more generally . we believe that continued growth in healthcare costs and related factors will spur continued growth in hsa-qualified health plans and hsas and may encourage policy changes making hsas or similar vehicles available to new populations such as individuals in medicare . however , the timing and impact of these and other developments in u.s. healthcare are uncertain . moreover , changes in healthcare policy , such as `` medicare for all `` plans , could materially and adversely affect our business in ways that are difficult to predict . trends in u.s. tax law tax law has a profound impact on our business . our offerings to members , clients , and network partners consist primarily of services enabled , mandated , or advantaged by provisions of u.s. tax law and regulations . we believe that the present direction of u.s. tax policy is favorable to our business , as evidenced for example by recent regulatory action and bipartisan policy proposals to expand the availability of hsas . however , changes in tax policy are speculative , and may affect our business in ways that are difficult to predict . -34- our client base our business model is based on a b2b2c distribution strategy , whereby we work with network partners and clients to reach consumers to increase the number of our members with hsa accounts and complementary cdbs . we believe that there are significant opportunities to expand the scope of services that we provide to our current clients . broad distribution footprint we believe we have a diverse distribution footprint to attract new clients and network partners . our sales force calls on enterprise and regional employers in industries across the u.s. , as well as potential network partners from among health plans , benefits administrators , and retirement plan record keepers . product breadth we are the largest custodian and administrator of hsas ( by number of accounts ) , as well as a market-share leader in each of the major categories of complementary cdbs , including fsas and hras , cobra and commuter benefits administration . story_separator_special_tag in addition , once a member 's hsa cash balance reaches a certain threshold , the member is able to invest his or her hsa assets in mutual funds through our custodial investment partner . we earn a recordkeeping fee , calculated as a percentage of custodial investments . we are continuing to transition hsa cash without yield to hsa cash with yield and expect to complete the transition in fiscal year 2022. interchange revenue . we earn interchange revenue each time one of our members uses one of our physical payment cards or virtual platforms to make a purchase . this revenue is collected each time a member “ swipes ” our payment card to pay expenses . we recognize interchange revenue monthly based on reports received from third parties , namely , the card-issuing banks and card processors . cost of revenue cost of revenue includes costs related to servicing accounts , managing client and network partner relationships and processing reimbursement claims . expenditures include personnel-related costs , depreciation , amortization , stock-based compensation , common expense allocations ( such as office rent , supplies , and other overhead expenses ) , new member and participant supplies , and other operating costs related to servicing our members . other components of cost of revenue include interest retained by members on hsa cash and interchange costs incurred in connection with processing card transactions for our members . service costs . service costs include the servicing costs described above . additionally , for new accounts , we incur on-boarding costs associated with the new accounts , such as new member welcome kits , the cost associated with issuance of new payment cards , and costs of marketing materials that we produce for our network partners . custodial costs . custodial costs are comprised of interest retained by our hsa members , in respect of hsa cash with yield , and fees we pay to banking consultants whom we use to help secure agreements with our depository -39- partners . interest retained by hsa members is calculated on a tiered basis . the interest rates retained by hsa members can change based on a formula or upon required notice . interchange costs . interchange costs are comprised of costs we incur in connection with processing payment transactions initiated by our members . due to the substantiation requirement on fsa/hra-linked payment card transactions , payment card costs are higher for fsa/hra card transactions . in addition to fixed per card fees , we are assessed additional transaction costs determined by the amount of the transaction . gross profit and gross margin our gross profit is our total revenue minus our total cost of revenue , and our gross margin is our gross profit expressed as a percentage of our total revenue . our gross margin has been and will continue to be affected by a number of factors , including interest rates , the amount we charge our network partners , clients , and members , the mix of our sources of revenue , how many services we deliver per account , and payment processing costs per account . operating expenses sales and marketing . sales and marketing expenses consist primarily of personnel and related expenses for our sales and marketing staff , including sales commissions for our direct sales force , external agent/broker commission expenses , marketing expenses , depreciation , amortization , stock-based compensation , and common expense allocations . technology and development . technology and development expenses include personnel and related expenses for software development and delivery , information technology , data management , product , and security . technology and development expenses also include software engineering services , the costs of operating our on-demand technology infrastructure , depreciation , amortization of capitalized software development costs , stock-based compensation , and common expense allocations . general and administrative . general and administrative expenses include personnel and related expenses of , and professional fees incurred by our executive , finance , legal , internal audit , corporate development , compliance , and people departments . they also include depreciation , amortization , stock-based compensation , and common expense allocations . amortization of acquired intangible assets . amortization of acquired intangible assets results primarily from intangible assets acquired in connection with business combinations . the assets include acquired customer relationships , acquired developed technology , and acquired trade names and trademarks , which we amortize over the assets ' estimated useful lives , estimated to be 10-15 years , 2-5 years , and 3 years , respectively . we also acquired intangible hsa portfolios from third-party custodians . we amortize these assets over the assets ' estimated useful life of 15 years . we evaluate our acquired intangible assets for impairment annually , or at a triggering event . merger integration . merger integration expenses include personnel and related expenses , including severance , professional fees , and facilities and technology expenses directly related to integration activities to merge operations as a result of the wageworks acquisition . merger integration expenses for the year ended january 31 , 2021 also include the estimated net cost to settle a legal matter related to the wageworks acquisition described in note 7—commitments and contingencies . interest expense interest expense consists of accrued interest expense and amortization of deferred financing costs associated with our credit agreement . interest on our long-term debt changes frequently due to variable interest rate terms , and as a result , our interest expense is expected to fluctuate based on changes in prevailing interest rates . other income ( expense ) , net other income ( expense ) , net , primarily consists of acquisition costs , gains and losses on marketable equity securities , non-income-based taxes , a gain resulting from a legal matter described in note 7—commitments and contingencies , and interest income earned on corporate cash . income tax provision ( benefit ) as of december 31

