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0001803901false00018039012025-08-052025-08-050001803901talk:WarrantsToPurchaseCommonStockMember2025-08-052025-08-050001803901us-gaap:CommonStockMember2025-08-052025-08-05

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 5, 2025

Talkspace, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39314

84-4636604

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

 

622 Third Avenue, New York, New York

 

10017

(Address of principal executive offices)

 

(Zip Code)

(212) 284-7206

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, $0.0001 par value per share

TALK

Nasdaq Global Select Market

Warrants to purchase common stock

TALKW

Nasdaq Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 


 

 


Item 2.02. Results of Operations and Financial Condition.

Talkspace, Inc. (the “Company”) issued a press release on August 5, 2025 announcing its financial results for the quarter ended June 30, 2025. A copy of the press release issued in connection with this announcement is furnished as Exhibit 99.1 attached hereto.

 

The information in this Item 2.02, including the information contained in Exhibit 99.1 of this Current Report on Form 8-K, is being furnished hereby and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01. Regulation FD Disclosure.

On August 5, 2025, the Company posted supplementary slides (the “Slides”) regarding the Company’s financial results for the quarter ended June 30, 2025 on the Company’s investor relations website at https://investors.talkspace.com/investor-relations. The Slides are furnished as Exhibit 99.2. The Company may use the Slides, in whole or in part, and possibly with minor modifications, in connection with presentations to investors after such date.

 

The information contained in the Slides is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release or otherwise, from time to time. Except as required by law, the Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.

 

This information in this Item 7.01, including the information contained in Exhibit 99.2 of this Current Report on Form 8-K, is being furnished hereby and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits
 

Exhibit

Number

 

Description

99.1

 

Press Release issued by Talkspace, Inc. dated August 5, 2025.

99.2

 

Supplementary Slides: Talkspace, Inc. 2025 Second Quarter Earnings Presentation dated August 5, 2025.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).


 

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Talkspace, Inc.

 

 

 

 

Date:

August 5, 2025

By:

/s/ Ian Harris

 

 

 

Ian Harris

Chief Financial Officer

 


EX-99.1 2 talk-ex99_1.htm EX-99.1 EX-99.1

 

Exhibit 99.1

img227085625_0.jpg

Talkspace Announces Second Quarter 2025 Results

2Q 2025 Total revenue grew 18% year-over-year to $54.3 million

driven by 35% year-over-year growth in Payor revenue

2Q 2025 Net loss of $0.5 million and adjusted EBITDA1 of $2.3 million

2Q 2025 Share repurchases of $1.4 million

 

NEW YORK, New York - August 5, 2025 – Talkspace, Inc. (“Talkspace” or the “Company”) (NASDAQ: TALK), today reported second quarter 2025 financial results.

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Unaudited

 

Results

 

 

% Variance from Prior Year

 

 

Results

 

 

% Variance from Prior Year

 

(In thousands unless otherwise noted)

 

 

 

 

 

 

 

 

 

 

 

 

Number of completed Payor sessions during the period

 

 

385.1

 

 

 

29

%

 

 

735.1

 

 

 

26

%

Number of unique active Payor members during the period

 

 

111.2

 

 

 

25

%

 

N/A

 

 

N/A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenue

 

$

54,310

 

 

 

18

%

 

$

106,492

 

 

 

16

%

Costs and operating expenses

 

$

56,100

 

 

 

13

%

 

$

109,367

 

 

 

13

%

Net loss

 

$

(541

)

 

 

(14

)%

 

$

(223

)

 

 

89

%

Adjusted EBITDA (1)

 

$

2,282

 

 

 

94

%

 

$

4,238

 

 

 

117

%

Cash and cash equivalents at period end

 

$

54,342

 

 

 

 

 

$

54,342

 

 

 

 

Short-term marketable securities

 

$

48,427

 

 

 

 

 

$

48,427

 

 

 

 

(1) Adjusted EBITDA is a non-GAAP financial measure. For a definition of the measure and a reconciliation to the most directly comparable GAAP measure, see “Reconciliation of GAAP Results to Non-GAAP Results.”

 

Dr. Jon Cohen, CEO of Talkspace, said, “I’m pleased with the work our team did this quarter to progress several operational initiatives within the business. We exited the quarter with positive momentum from the technology and marketing investments we made in the first half of the year. These investments helped to deliver sequential growth in unique active payor members and completed payor sessions of 10%, respectively, which gives us strong visibility into our trajectory for the second half of the year.”

 

 

 

 

 

 

 

 

1


 

 

Second Quarter 2025 Key Performance Metrics

Revenue increased 18% over the prior-year period to $54.3 million, driven by a 35% year-over-year increase in Payor revenue, partially offset by a 32% year-over-year decline in Consumer revenue.
Cost of revenue, excluding depreciation and amortization, increased 24% over the prior-year period to $30.9 million, driven by a higher number of completed Payor sessions.
Total costs and operating expenses were $56.1 million, an increase of 13% year-over-year, primarily due to an increase in cost of revenue, excluding depreciation and amortization.
Net loss was $(0.5) million, relatively flat from the second quarter of 2024.
Adjusted EBITDA was $2.3 million, an improvement from $1.2 million adjusted EBITDA in the second quarter of 2024, primarily driven by an increase in revenue, partially offset by an increase in cost of revenue, excluding depreciation and amortization.

 

Financial Guidance

The following guidance is based on current market conditions and expectations and the information available to the Company today. For 2025 Talkspace continues to expect:

Revenue to be in the range of $220 million to $235 million

 

2


 

Conference Call, Presentation Slides, and Webcast Details

Adjusted EBITDA to be in the range of $14 million to $20 million The Second Quarter 2025 earnings conference call and webcast will be held Tuesday, August 5, 2025, at 8:30 a.m. E.T. The conference call will be available via audio webcast at investors.talkspace.com and can also be accessed by dialing (888) 596-4144 for U.S. participants, or +1 (646) 968-2525 for international participants, and referencing participant code 8668160. A replay will be available shortly after the call’s completion and remain available for approximately 90 days.

About Talkspace

Talkspace (NASDAQ: TALK) is a leading virtual behavioral healthcare provider committed to helping people lead healthier, happier lives through access to high-quality mental healthcare. At Talkspace, we believe that mental healthcare is core to overall health and should be available to everyone.

Talkspace pioneered the ability to text with a licensed therapist from anywhere and now offers a comprehensive suite of mental health services, including therapy for individuals, teens, and couples, as well as psychiatric treatment and medication management (18+). With Talkspace’s core therapy offerings, members are matched with one of thousands of licensed therapists within days and can engage in live video, audio, or chat sessions, and/or unlimited asynchronous text messaging sessions.

All care offered at Talkspace is delivered through an easy-to-use, fully-encrypted web and mobile platform that meets HIPAA, federal, and state regulatory requirements. Most Americans have access to Talkspace through their health insurance plans, employee assistance programs, our partnerships with leading healthcare companies, or as a free benefit through their employer, school, or government agency.

For more information, visit www.talkspace.com.

 

For Investors:

ICR Westwicke

TalkspaceIR@westwicke.com

 

For Media:

John Kim

SKDK

(310) 997-5963

jkim@skdknick.com

 

 

3


 

Forward Looking Statements

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking, including statements regarding our financial condition, anticipated financial performance, achieving profitability, business strategy and plans, market opportunity and expansion and objectives of our management for future operations. These forward-looking statements generally are identified by the words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “intend,” “may,” “might,” “opportunity,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strategy,” “strive,” “target,” “will,” or “would,” the negative of these words or other similar terms or expressions. The absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many important factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) rapid technological change in our industry; (ii) our ability to secure clients' contract renewals; (iii) our ability to maintain and expand our network of therapists, psychiatrists and other providers; (iv) a decline in the prevalence of enterprise-sponsored healthcare or the emergence of new technologies may adversely impact our DTE business; (v) if our or our vendors’ security measures fail or are breached; (vi) changes in healthcare laws, regulations or trends and our ability to operate in the heavily regulated healthcare industry; and (vii) the other factors, risks and uncertainties described under the caption “Risk Factors” in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 12, 2025, subsequent quarterly reports on Form 10-Q and our other documents filed from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and we assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise unless required to do so under applicable law. We do not give any assurance that we will achieve our expectations.

4


 

 

Talkspace, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

 

 

 

Three Months Ended
June 30,

 

 

 

 

 

Six Months Ended
June 30,

 

 

 

 

 

 

2025

 

 

2024

 

 

% Change

 

 

2025

 

 

2024

 

 

% Change

 

(in thousands, except percentages, share and per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Payor revenue

 

$

40,501

 

 

$

29,945

 

 

 

35.3

 

 

$

78,343

 

 

$

58,453

 

 

 

34.0

 

   DTE revenue

 

 

9,403

 

 

 

9,628

 

 

 

(2.3

)

 

 

18,986

 

 

 

19,541

 

 

 

(2.8

)

   Consumer revenue

 

 

4,406

 

 

 

6,485

 

 

 

(32.1

)

 

 

9,163

 

 

 

13,480

 

 

 

(32.0

)

Total revenue

 

 

54,310

 

 

 

46,058

 

 

 

17.9

 

 

 

106,492

 

 

 

91,474

 

 

 

16.4

 

Costs and operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Cost of revenue, excluding
   depreciation and amortization

 

 

30,917

 

 

 

24,996

 

 

 

23.7

 

 

 

59,706

 

 

 

48,569

 

 

 

22.9

 

   Research and development

 

 

2,563

 

 

 

2,088

 

 

 

22.7

 

 

 

5,403

 

 

 

5,749

 

 

 

(6.0

)

   Clinical operations, net

 

 

1,921

 

 

 

1,661

 

 

 

15.7

 

 

 

3,777

 

 

 

3,125

 

 

 

20.9

 

   Sales and marketing

 

 

14,253

 

 

 

13,240

 

 

 

7.7

 

 

 

28,178

 

 

 

26,240

 

 

 

7.4

 

   General and administrative

 

 

5,728

 

 

 

7,339

 

 

 

(22.0

)

 

 

10,935

 

 

 

12,535

 

 

 

(12.8

)

   Depreciation and amortization

 

 

718

 

 

 

220

 

 

 

226.4

 

 

 

1,368

 

 

 

421

 

 

 

224.9

 

Total costs and operating expenses

 

 

56,100

 

 

 

49,544

 

 

 

13.2

 

 

 

109,367

 

 

 

96,639

 

 

 

13.2

 

Loss from operations

 

 

(1,790

)

 

 

(3,486

)

 

 

48.7

 

 

 

(2,875

)

 

 

(5,165

)

 

 

44.3

 

Financial income, net

 

 

(1,325

)

 

 

(3,044

)

 

 

(56.5

)

 

 

(2,851

)

 

 

(3,422

)

 

 

(16.7

)

Loss before income taxes

 

 

(465

)

 

 

(442

)

 

 

(5.2

)

 

 

(24

)

 

 

(1,743

)

 

 

98.6

 

Income tax expense

 

 

76

 

 

 

32

 

 

 

137.5

 

 

 

199

 

 

 

197

 

 

 

1.0

 

Net loss

 

$

(541

)

 

$

(474

)

 

 

(14.1

)

 

$

(223

)

 

$

(1,940

)

 

 

88.5

 

Net loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted

 

$

(0.00

)

 

$

(0.00

)

 

 

(14.3

)

 

$

(0.00

)

 

$

(0.01

)

 

 

87.0

 

Weighted average shares used to compute net loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted

 

 

167,532,721

 

 

 

169,148,522

 

 

 

 

 

 

168,098,647

 

 

 

168,997,734

 

 

 

 

 

 

5


 

 

Talkspace, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited)

 

 

 

Three Months Ended
June 30,

 

 

 

 

 

Six Months Ended
June 30,

 

 

 

 

 

 

2025

 

 

2024

 

 

% Change

 

 

2025

 

 

2024

 

 

% Change

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(541

)

 

$

(474

)

 

 

(14.1

)

 

$

(223

)

 

$

(1,940

)

 

 

88.5

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Change in unrealized gain (loss) on marketable debt securities

 

 

(8

)

 

 

 

 

 

100.0

 

 

 

17

 

 

 

 

 

 

100.0

 

Total other comprehensive income (loss)

 

 

(8

)

 

 

 

 

 

100.0

 

 

 

17

 

 

 

 

 

 

100.0

 

Total comprehensive loss

 

$

(549

)

 

$

(474

)

 

 

(15.8

)

 

$

(206

)

 

$

(1,940

)

 

 

89.4

 

 

 

 

 

 

 

 

 

6


 

Talkspace, Inc.

Condensed Consolidated Balance Sheets

 

 

 

 

 

 

June 30, 2025

 

 

December 31, 2024

 

(in thousands)

 

Unaudited

 

 

 

 

ASSETS

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

Cash and cash equivalents

 

$

54,342

 

 

$

76,692

 

Marketable securities

 

 

48,427

 

 

 

41,118

 

Accounts receivable, net

 

 

15,422

 

 

 

9,643

 

Other current assets

 

 

2,476

 

 

 

2,729

 

Total current assets

 

 

120,667

 

 

 

130,182

 

Fixed assets, net

 

 

10,136

 

 

 

6,259

 

Other long-term assets

 

 

1,983

 

 

 

2,236

 

Total assets

 

$

132,786

 

 

$

138,677

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

Accounts payable

 

$

8,618

 

 

$

7,710

 

Accrued expenses and other current liabilities

 

 

7,056

 

 

 

8,031

 

Deferred revenue

 

 

2,866

 

 

 

3,282

 

Total current liabilities

 

 

18,540

 

 

 

19,023

 

Warrant liabilities

 

 

862

 

 

 

1,690

 

Other long-term liabilities

 

 

443

 

 

 

569

 

Total liabilities

 

 

19,845

 

 

 

21,282

 

STOCKHOLDERS’ EQUITY:

 

 

 

 

 

 

Common stock

 

 

17

 

 

 

17

 

Additional paid-in capital

 

 

382,364

 

 

 

386,612

 

Accumulated deficit

 

 

(269,459

)

 

 

(269,236

)

Accumulated other comprehensive income

 

 

19

 

 

 

2

 

Total stockholders’ equity

 

 

112,941

 

 

 

117,395

 

Total liabilities and stockholders’ equity

 

$

132,786

 

 

$

138,677

 

 

 

 

 

 

 

 

 

 

 

 

7


 

Talkspace, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

Six Months Ended
June 30,

 

 

 

2025

 

 

2024

 

(in thousands)

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$

(223

)

 

$

(1,940

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

1,368

 

 

 

421

 

Accretion of discount on marketable securities

 

 

(457

)

 

 

 

Stock-based compensation

 

 

4,688

 

 

 

5,359

 

Remeasurement of warrant liabilities

 

 

(828

)

 

 

(510

)

Increase in accounts receivable

 

 

(5,779

)

 

 

(1,380

)

Decrease in other current assets

 

 

253

 

 

 

3,416

 

Increase in accounts payable

 

 

908

 

 

 

1,622

 

Decrease in deferred revenue

 

 

(416

)

 

 

(336

)

Decrease in accrued expenses and other current liabilities

 

 

(975

)

 

 

(5,155

)

Other

 

 

(129

)

 

 

(79

)

Net cash (used in) provided by operating activities

 

 

(1,590

)

 

 

1,418

 

Cash flows from investing activities:

 

 

 

 

 

 

Purchases of marketable securities

 

 

(20,557

)

 

 

 

Proceeds from maturities of marketable securities

 

 

13,705

 

 

 

 

Capitalized internal-use software costs

 

 

(4,492

)

 

 

(2,110

)

Other

 

 

(42

)

 

 

(40

)

Net cash used in investing activities

 

 

(11,386

)

 

 

(2,150

)

Cash flows from financing activities:

 

 

 

 

 

 

Proceeds from exercise of stock options

 

 

727

 

 

 

1,584

 

Payments for employee taxes withheld related to vested stock-based awards

 

 

(1,697

)

 

 

(1,843

)

Repurchase of common stock for retirement

 

 

(8,404

)

 

 

(8,004

)

Net cash used in financing activities

 

 

(9,374

)

 

 

(8,263

)

Net decrease in cash and cash equivalents

 

 

(22,350

)

 

 

(8,995

)

Cash and cash equivalents at the beginning of the period

 

 

76,692

 

 

 

123,908

 

Cash and cash equivalents at the end of the period

 

$

54,342

 

 

$

114,913

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8


 

 

Non-GAAP Financial Measures

In addition to our financial results determined in accordance with GAAP, we believe adjusted EBITDA, a non-GAAP measure, is useful in evaluating our operating performance, and our management uses it as a key performance measure to assess our operating performance. Because adjusted EBITDA facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure for business planning purposes and in evaluating acquisition opportunities. We also use adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that this non-GAAP financial measure, when taken together with the corresponding GAAP financial measures, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook. We believe that the use of adjusted EBITDA is helpful to our investors as it is a metric used by management in assessing the health of our business and our operating performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP.

Some of the limitations of adjusted EBITDA include (i) adjusted EBITDA does not necessarily reflect capital commitments to be paid in the future and (ii) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and adjusted EBITDA does not reflect these requirements. In evaluating adjusted EBITDA, you should be aware that in the future we will incur expenses similar to the adjustments described herein. Our presentation of adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these expenses or any unusual or non-recurring items. Our adjusted EBITDA may not be comparable to similarly titled measures of other companies because they may not calculate adjusted EBITDA in the same manner as we calculate the measure, limiting its usefulness as a comparative measure. Adjusted EBITDA should not be considered as an alternative to income (loss) before income taxes, net income (loss), income (loss) per share, or any other performance measures derived in accordance with U.S. GAAP. When evaluating our performance, you should consider adjusted EBITDA alongside other financial performance measures, including our net loss and other GAAP results.

A reconciliation is provided below for adjusted EBITDA to net loss, the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review our financial statements prepared in accordance with GAAP and the reconciliation of our non-GAAP financial measure to its most directly comparable GAAP financial measure, and not to rely on any single financial measure to evaluate our business. We do not provide a forward-looking reconciliation of adjusted EBITDA guidance as the amount and significance of the reconciling items required to develop meaningful comparable GAAP financial measures cannot be estimated at this time without unreasonable efforts. These reconciling items could be meaningful.

 

9


 

Adjusted EBITDA

We calculate adjusted EBITDA as net loss adjusted to exclude (i) depreciation and amortization, (ii) stock-based compensation expense, (iii) financial income, net, (iv) income tax expense, and (v) certain non-recurring expenses, where applicable.

 

Talkspace, Inc.

Reconciliation of GAAP Results to Non-GAAP Results

(Unaudited)

 

 

Three Months Ended
June 30,

 

 

Six Months Ended
June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(541

)

 

$

(474

)

 

$

(223

)

 

$

(1,940

)

Add:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

718

 

 

 

220

 

 

 

1,368

 

 

 

421

 

Stock-based compensation

 

 

2,355

 

 

 

3,107

 

 

 

4,688

 

 

 

5,359

 

Financial income, net

 

 

(1,325

)

 

 

(3,044

)

 

 

(2,851

)

 

 

(3,422

)

Income tax expense

 

 

76

 

 

 

32

 

 

 

199

 

 

 

197

 

Non-recurring expenses (1)

 

 

999

 

 

 

1,338

 

 

 

1,057

 

 

 

1,338

 

Adjusted EBITDA

 

$

2,282

 

 

$

1,179

 

 

$

4,238

 

 

$

1,953

 

 

(1)
For the three and six months ended June 30, 2025, non-recurring expenses primarily consisted of severance costs, one-time legal fees and other one-time expenses. For the three and six months ended June 30, 2024, non-recurring expenses primarily consisted of severance costs related to the departure of key executives of the Company and other related costs.

 

10


EX-99.2 3 talk-ex99_2.htm EX-99.2

Slide 1

2025 Second Quarter Earnings Presentation August 5, 2025 Exhibit 99.2


Slide 2

Disclaimer This presentation contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements contained in this presentation that do not relate to matters of historical fact should be considered forward-looking, including statements regarding our financial condition, anticipated financial performance, achieving profitability, business strategy and plans, market opportunity and expansion and objectives of our management for future operations. These forward-looking statements generally are identified by the words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “intend,” “may,” “might,” “opportunity,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strategy,” “strive”, “target,” “will,” or “would,” the negative of these words or other similar terms or expressions. The absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many important factors could cause actual future events to differ materially from the forward-looking statements in this presentation, including but not limited to: (i) rapid technological change in our industry; (ii) our ability to secure clients' contract renewals; (iii) our ability to maintain and expand our network of therapists, psychiatrists and other providers; (iv) a decline in the prevalence of enterprise-sponsored healthcare or the emergence of new technologies may adversely impact our DTE (“Direct-to-Enterprise”) business; (v) if our or our vendors’ security measures fail or are breached; (vi) changes in healthcare laws, regulations or trends and our ability to operate in the heavily regulated healthcare industry; and (vii) and the other factors, risks and uncertainties described in under the caption “Risk Factors” in our Annual Report on Form 10-K for the annual period ended December 31, 2024 filed with the Securities and Exchange Commission (“SEC”) on March 12, 2025, subsequent quarterly reports on Form 10-Q and in our other documents filed from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and except as required by law, we assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. We do not give any assurance that we will achieve our expectations. Certain information and data contained in this presentation relate to or are based on studies, publications, surveys and other data obtained from third-party sources and the Company’s own internal estimates and research. While the Company believes these third-party sources to be reliable as of the date of this presentation, it has not independently verified, and makes no representation as to the adequacy, fairness, accuracy or completeness of, any information obtained from third-party sources, and you are urged not to give undue weight to such third-party information. While the Company believes its internal research is reliable, such research has not been verified by any independent source. This presentation may contain the measure Adjusted EBITDA, Adjusted EBITDA margin, and non-GAAP costs and expenses (including non-GAAP cost of revenue, research and development, sales and marketing, and general and administrative) which are non-GAAP financial measure. For additional information about the measure and a reconciliation to the most closely comparable GAAP measure see the Talkspace Investors Relations website at investors.talkspace.com. 2 2025 SECOND QUARTER EARNINGS PRESENTATION


Slide 3

$6454% $3934% 2Q 2025 Revenue and Adjusted Gross Profit 3 2025 SECOND QUARTER EARNINGS PRESENTATION Revenue1 Composition USD, Millions Adjusted Gross Profit and % Margin2 USD, Millions Revenue is presented on an as-reported basis. Adjusted Gross Profit is defined as Revenue less Cost of revenue, excluding depreciation and amortization. Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on the reported results of operations. PAYOR DTE CONSUMER


Slide 4

Operating Expenses1 $6454% $3934% Adjusted EBITDA2 Operating Expense and Adjusted EBITDA 4 2025 SECOND QUARTER EARNINGS PRESENTATION (1) Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on the reported results of operations. (2) Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation to the most directly comparable GAAP measure, see the appendix to this presentation. USD, Millions USD, Millions NORMALIZED OPEX SBC + NON-RECURRING NORMALIZED OPEX AS % OF REVENUE


Slide 5

5 Building Momentum with Users & Expanding our Reach +25% growth in Unique Active Payor Members, +29% growth in Payor sessions YoY Successful member journey improvements drove more sessions Broadened reach through launch with large BCBS plan Targeted approach to engaging military communities proved successful and cost-effective Strong DTE renewals and solid pipeline conversion expected in 2H’25 Delivering scalability, sustainability, and profitability +35% YoY increase in Payor Revenue and continued adjusted EBITDA growth, up nearly 100% YoY Continued decline in operating expenses as a percentage of total revenue, demonstrating the scalability inherent in the model Strong balance sheet with $0 debt and ~$103M in cash and equivalents (incl. Available For Sale Securities) for growth investments ~$1.4m of shares repurchased under the Company’s buyback plan Strengthening Partnerships & Driving Brand Awareness Deepened Amazon relationship by launching Amazon Pharmacy Integration Expanded in women’s health through a new partnership with Tia Health, in addition to existing partnerships with Ovia Health and others Recently onboarded several additional partners who will integrate Talkspace into their ecosystem such as Genomind, Bark, and Hinge Innovating through Meaningful Investments in Technology Talkcast AI personalized podcast drives users to complete more sessions Partnering with AWS Generative AI Innovation Center to develop a foundational Safety and Quality Model Enhanced our suicide detection technology and expanded into other areas - substance misuse, and abuse or neglect Made progress on our foundational LLM, purpose built for behavioral health and trained on our massive dataset from our 10+ years of experience 2Q 2025 Business Highlights 2025 SECOND QUARTER EARNINGS PRESENTATION (1) Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation to the most directly comparable GAAP measure, see the appendix to this presentation.


Slide 6

Payor Members1 $6454% $3934% Payor Sessions1 2Q 2025 Payor Performance Highlights 6 Includes sessions from Managed Behavioral Health (“MBH”) and Employee Assistance Programs (“EAP”). 2025 SECOND QUARTER EARNINGS PRESENTATION Thousands Thousands


Slide 7

2025 Financial Guidance1 Unchanged 7 Guidance based on current market conditions and expectations and what we know today. Adjusted EBITDA is a non-GAAP financial measure. We do not provide a forward-looking reconciliation of our guidance for adjusted EBITDA as the amount and significance of items required to develop meaningful comparable GAAP financial measures cannot be estimated at this time without unreasonable efforts. These special items could be meaningful. Reduce stress, build resilience, and increase self-understanding with self-guided courses, online classes, reflections and journal prompts Building mental fitness Revenue $220M to $235M +17% to +25% YoY Adjusted EBITDA2 $14M to 20M +101% to 187% YoY 2025 SECOND QUARTER EARNINGS PRESENTATION


Slide 8

Appendix 8


Slide 9

Non-GAAP Financial Measures In addition to our financial results determined in accordance with GAAP, we believe adjusted EBITDA, a non-GAAP measure, is useful in evaluating our operating performance, and our management uses it as a key performance measure to assess our operating performance. Because adjusted EBITDA facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure for business planning purposes and in evaluating acquisition opportunities. We also use adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that this non-GAAP financial measure, when taken together with the corresponding GAAP financial measures, provides meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our business, results of operations or outlook. We believe that the use of adjusted EBITDA is helpful to our investors as it is a metric used by management in assessing the health of our business and our operating performance. However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. Some of the limitations of adjusted EBITDA include (i) adjusted EBITDA does not necessarily reflect capital commitments to be paid in the future and (ii) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and adjusted EBITDA does not reflect these requirements. In evaluating adjusted EBITDA, you should be aware that in the future we will incur expenses similar to the adjustments described herein. Our presentation of adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these expenses or any unusual or non-recurring items. Our adjusted EBITDA may not be comparable to similarly titled measures of other companies because they may not calculate adjusted EBITDA in the same manner as we calculate the measure, limiting its usefulness as a comparative measure. Adjusted EBITDA should not be considered as an alternative to income (loss) before income taxes, net income (loss), income (loss) per share, or any other performance measures derived in accordance with U.S. GAAP. When evaluating our performance, you should consider adjusted EBITDA alongside other financial performance measures, including our net loss and other GAAP results. A reconciliation is provided below for adjusted EBITDA to net loss, the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review our financial statements prepared in accordance with GAAP and the reconciliation of our non-GAAP financial measure to its most directly comparable GAAP financial measure, and not to rely on any single financial measure to evaluate our business. We do not provide a forward-looking reconciliation of adjusted EBITDA guidance as the amount and significance of the reconciling items required to develop meaningful comparable GAAP financial measures cannot be estimated at this time without unreasonable efforts. These reconciling items could be meaningful. 9 2025 SECOND QUARTER EARNINGS PRESENTATION


Slide 10

Reconciliation of Net Loss to Adjusted EBITDA Adjusted EBITDA We calculate adjusted EBITDA as net loss adjusted to exclude (i) depreciation and amortization, (ii) stock-based compensation expense, (iii) financial income, net, (iv) income tax expense, and (v) certain non-recurring expenses, where applicable. 10 2025 SECOND QUARTER EARNINGS PRESENTATION