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0001428336false00014283362023-12-052023-12-05

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)

December 5, 2023
HEALTHEQUITY, INC.

Delaware
001-36568
52-2383166
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification Number)

15 West Scenic Pointe Drive
Suite 100
Draper, Utah 84020
(801) 727-1000

(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
☐ 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, par value $0.0001 per share HQY The 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 
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
On December 5, 2023, HealthEquity, Inc. issued a press release attached as Exhibit 99.1 to this current report on Form 8-K.
The information in Exhibit 99.1 is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01    Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
99.1
104
Cover Page Interactive Data File (formatted in Inline XBRL)




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.
HEALTHEQUITY, INC.
Date: December 5, 2023 By: /s/ James Lucania
Name: James Lucania
Title: Executive Vice President and Chief Financial Officer



EX-99.1 2 hqyq3fy24earningsrelease.htm EX-99.1 Document

HealthEquity Reports Third Quarter Ended October 31, 2023 Financial Results
Highlights of the third quarter include:
•Revenue of $249.2 million, an increase of 15% compared to $216.1 million in Q3 FY23.
•Net income of $14.7 million, compared to net loss of $1.6 million in Q3 FY23, with non-GAAP net income of $52.2 million, an increase of 61% compared to $32.4 million in Q3 FY23.
•Net income per diluted share of $0.17, compared to net loss per diluted share of $0.02 in Q3 FY23, with non-GAAP net income per diluted share of $0.60, compared to $0.38 in Q3 FY23.
•Adjusted EBITDA of $95.6 million, an increase of 30% compared to $73.4 million in Q3 FY23.
•8.3 million HSAs, an increase of 8% compared to Q3 FY23.
•Total HSA Assets of $22.6 billion, an increase of 12% compared to Q3 FY23.
•15.3 million Total Accounts, including both HSAs and complementary CDBs, an increase of 5% compared to Q3 FY23.
•The Company agreed to acquire the BenefitWallet HSA portfolio.

Draper, Utah – December 5, 2023 – HealthEquity, Inc. (NASDAQ: HQY) ("HealthEquity" or the "Company"), the nation's largest health savings account ("HSA") custodian, today announced financial results for its third quarter ended October 31, 2023.
"Team Purple delivered another quarter of year-over-year double-digit revenue growth plus margin expansion," said Jon Kessler, President and CEO of HealthEquity. "Our outlook reflects our ability to sustain that trend by remaining focused, together with our partners and clients, on the needs of the healthcare consumer."
Third quarter financial results
Revenue for the third quarter ended October 31, 2023 was $249.2 million, an increase of 15% compared to $216.1 million for the third quarter ended October 31, 2022. Revenue this quarter included: service revenue of $107.5 million, custodial revenue of $106.6 million, and interchange revenue of $35.1 million.
HealthEquity reported net income of $14.7 million, or $0.17 per diluted share, and non-GAAP net income of $52.2 million, or $0.60 per diluted share, for the third quarter ended October 31, 2023. The Company reported a net loss of $1.6 million, or $0.02 per diluted share, and non-GAAP net income of $32.4 million, or $0.38 per diluted share, for the third quarter ended October 31, 2022.
Adjusted EBITDA was $95.6 million for the third quarter ended October 31, 2023, an increase of 30% compared to the third quarter ended October 31, 2022. Adjusted EBITDA was 38% of revenue, compared to 34% for the third quarter ended October 31, 2022.
Account and asset metrics
HSAs as of October 31, 2023 were 8.3 million, an increase of 8% year over year, including 592,000 HSAs with investments, an increase of 12% year over year. Total Accounts as of October 31, 2023 were 15.3 million, including 7.0 million other consumer-directed benefits ("CDBs").
Total HSA Assets as of October 31, 2023 were $22.6 billion, an increase of 12% year over year. Total HSA Assets included $14.0 billion of HSA cash and $8.6 billion of HSA investments. Client-held funds, which are deposits held on behalf of our Clients to facilitate administration of our CDBs, and from which we generate custodial revenue, were $0.8 billion as of October 31, 2023.
BenefitWallet HSA portfolio acquisition
On September 18, 2023, we signed an agreement to acquire the BenefitWallet HSA portfolio from Conduent Business Services, LLC, which portfolio consists of approximately $2.8 billion of HSA Assets held in approximately 665,000 customer accounts, in exchange for a purchase price of approximately $425 million and up to $20 million in transfer-related expenses. The acquisition is expected to close in multiple tranches during the first half of fiscal 2025, subject to the satisfaction of certain customary closing conditions.
Business outlook
For the fiscal year ending January 31, 2024, management expects revenue of $985 million to $995 million. Its outlook for net income is between $34 million and $39 million, resulting in net income of $0.39 to $0.45 per diluted share. Its outlook for non-GAAP net income, calculated using the method described below, is between $181 million and $188 million, resulting in non-GAAP net income per diluted share of $2.08 to $2.16 (based on an estimated 87 million diluted weighted-average shares outstanding).
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Management expects Adjusted EBITDA of $350 million to $360 million.
For the fiscal year ending January 31, 2025, management expects revenue of approximately $1.140 billion to $1.160 billion and Adjusted EBITDA of approximately 38-39% of revenue. These amounts assume an average annualized yield on HSA cash of approximately 3.00%.
See “Non-GAAP financial information” below for definitions of our Adjusted EBITDA and non-GAAP net income. A reconciliation of the non-GAAP financial measures used throughout this release (other than with respect to our Adjusted EBITDA outlook for the fiscal year ending January 31, 2025) to the most comparable GAAP financial measures is included with the financial tables at the end of this release. A reconciliation of our Adjusted EBITDA outlook for the fiscal year ending January 31, 2025 to net income, its most directly comparable GAAP measure, is not included, because our net income outlook for this future period is not available without unreasonable efforts as we are unable to predict the ultimate outcome of certain significant items excluded from this non-GAAP measure (such as depreciation and amortization, stock-based compensation expense, and income tax provision).
Conference call
HealthEquity management will host a conference call at 4:30 pm (Eastern Time) on Tuesday, December 5, 2023 to discuss the fiscal 2024 third quarter financial results. The conference call will be accessible by dialing 1-833-630-1956, or 1-412-317-1837 for international callers, and referencing conference ID "HealthEquity, Inc. call." A live audio webcast of the call will be available on the investor relations section of our website at http://ir.healthequity.com.
Non-GAAP financial information
To supplement our financial information presented on a GAAP basis, we disclose non-GAAP financial measures, including Adjusted EBITDA, non-GAAP net income, and non-GAAP net income per diluted share.
•Adjusted EBITDA is adjusted earnings before interest, taxes, depreciation and amortization, amortization of acquired intangible assets, stock-based compensation expense, merger integration expenses, acquisition costs, gains and losses on equity securities, amortization of incremental costs to obtain a contract, costs associated with unused office space, and certain other non-operating items.
•Non-GAAP net income is calculated by adding back to GAAP net income (loss) before income taxes the following items: amortization of acquired intangible assets, stock-based compensation expense, merger integration expenses, acquisition costs, gains and losses on equity securities, costs associated with unused office space, and losses on extinguishment of debt, and subtracting a non-GAAP tax provision using a normalized non-GAAP tax rate.
•Non-GAAP net income per diluted share is calculated by dividing non-GAAP net income by diluted weighted-average shares outstanding.
Non-GAAP financial measures should be considered in addition to results prepared in accordance with GAAP and should not be considered as a substitute for, or superior to, GAAP results. We believe that these non-GAAP financial measures provide useful information to management and investors regarding certain financial and business trends relating to the Company's financial condition and results of operations. The Company cautions investors that non-GAAP financial information, by its nature, departs from GAAP; accordingly, its use can make it difficult to compare current results with results from other reporting periods and with the results of other companies. In addition, while amortization of acquired intangible assets is being excluded from non-GAAP net income, the revenue generated from those acquired intangible assets is not excluded. Whenever we use these non-GAAP financial measures, we provide a reconciliation of the applicable non-GAAP financial measure to the most closely applicable GAAP financial measure. Investors are encouraged to review the related GAAP financial measures and the reconciliation of the non-GAAP financial measures to their most directly comparable GAAP financial measure as detailed in the tables below.
About HealthEquity
HealthEquity and its subsidiaries administer HSAs and other consumer-directed benefits for our more than 15 million accounts in partnership with employers, benefits advisors, and health and retirement plan providers who share our mission to connect health and wealth and value our culture of remarkable “Purple” service. For more information, visit www.healthequity.com.


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Forward-looking statements
This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding our industry, business strategy, plans, goals and expectations concerning our markets and market position, product expansion, future operations, expenses and other results of operations, revenue, margins, profitability, acquisition synergies, future efficiencies, tax rates, capital expenditures, liquidity and capital resources and other financial and operating information. When used in this discussion, the words “may,” “believes,” “intends,” “seeks,” “aims,” “anticipates,” “plans,” “estimates,” “expects,” “should,” “assumes,” “continues,” “could,” “will,” “future” and the negative of these or similar terms and phrases are intended to identify forward-looking statements in this press release.
Forward-looking statements reflect our current expectations regarding future events, results or outcomes. These expectations may or may not be realized. Although we believe the expectations reflected in the forward-looking statements are reasonable, we can give you no assurance these expectations will prove to be correct. Some of these expectations may be based upon assumptions, data or judgments that prove to be incorrect. Actual events, results and outcomes may differ materially from our expectations due to a variety of known and unknown risks, uncertainties and other factors. Although it is not possible to identify all of these risks and factors, they include, among others, risks related to the following:
•our acquisition of the BenefitWallet HSA portfolio may not be consummated, and if consummated, we may not realize the expected benefits;
•our dependence on the continued availability and benefits of tax-advantaged HSAs and other CDBs;
•our ability to adequately place and safeguard our custodial assets, or the failure of any of our depository or insurance company partners;
•the impact from a decline in interest rate levels on our financial results;
•our ability to realize the anticipated financial and other benefits from combining the operations of recent and future acquisitions with our business successfully;
•our ability to compete effectively in a rapidly evolving healthcare and benefits administration industry;
•our ability to successfully identify, acquire and integrate additional portfolio purchases or acquisition targets;
•the significant competition we face and may face in the future, including from those with greater resources than us;
•the impact of societal and economic changes arising out of the COVID-19 pandemic on the Company, our operations and our financial results;
•our reliance on the availability and performance of our technology and communications systems;
•potential future cybersecurity breaches of our technology and communications systems and other data interruptions, including resulting costs and liabilities, reputational damage and loss of business;
•the current uncertain healthcare environment, including changes in healthcare programs and expenditures and related regulations;
•our ability to comply with current and future privacy, healthcare, tax, ERISA, investment adviser and other laws applicable to our business;
•our reliance on partners and third-party vendors for distribution and important services;
•our ability to develop and implement updated features for our technology and communications systems; and
•our reliance on our management team and key team members.
For a detailed discussion of these and other risk factors, please refer to the risks detailed in our filings with the Securities and Exchange Commission, including, without limitation, our Annual Report on Form 10-K for the fiscal year ended January 31, 2023 and subsequent periodic and current reports. Past performance is not necessarily indicative of future results. We undertake no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.
Investor Relations Contact
Richard Putnam
801-727-1000
rputnam@healthequity.com
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HealthEquity, Inc. and subsidiaries
Condensed consolidated balance sheets
(in thousands, except par value) October 31, 2023 January 31, 2023
(unaudited)
Assets
Current assets
Cash and cash equivalents $ 334,061  $ 254,266 
Accounts receivable, net of allowance for doubtful accounts of $4,876 and $4,989 as of October 31, 2023 and January 31, 2023, respectively 96,181  96,835 
Other current assets 44,166  31,792 
Total current assets 474,408  382,893 
Property and equipment, net 7,660  12,862 
Operating lease right-of-use assets 50,329  56,461 
Intangible assets, net 860,514  936,359 
Goodwill 1,648,145  1,648,145 
Other assets 52,446  52,180 
Total assets $ 3,093,502  $ 3,088,900 
Liabilities and stockholders’ equity
Current liabilities
Accounts payable $ 13,419  $ 13,899 
Accrued compensation 31,208  45,835 
Accrued liabilities 41,840  43,668 
Current portion of long-term debt —  17,500 
Operating lease liabilities 9,769  10,159 
Total current liabilities 96,236  131,061 
Long-term liabilities
Long-term debt, net of issuance costs 874,270  907,838 
Operating lease liabilities, non-current 50,580  58,988 
Other long-term liabilities 17,711  12,708 
Deferred tax liability 66,737  82,665 
Total long-term liabilities 1,009,298  1,062,199 
Total liabilities 1,105,534  1,193,260 
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.0001 par value, 100,000 shares authorized, no shares issued and outstanding as of October 31, 2023 and January 31, 2023, respectively —  — 
Common stock, $0.0001 par value, 900,000 shares authorized, 85,800 and 84,758 shares issued and outstanding as of October 31, 2023 and January 31, 2023, respectively
Additional paid-in capital 1,808,695  1,745,716 
Accumulated earnings 179,264  149,916 
Total stockholders’ equity 1,987,968  1,895,640 
Total liabilities and stockholders’ equity $ 3,093,502  $ 3,088,900 

4


HealthEquity, Inc. and subsidiaries
Condensed consolidated statements of operations and comprehensive income (loss) (unaudited)
Three months ended October 31, Nine months ended October 31,
(in thousands, except per share data) 2023 2022 2023 2022
Revenue
Service revenue $ 107,512  $ 108,580  $ 318,343  $ 315,962 
Custodial revenue 106,575  74,642  299,933  199,606 
Interchange revenue 35,132  32,864  118,924  112,339 
Total revenue 249,219  216,086  737,200  627,907 
Cost of revenue
Service costs 75,347  76,493  232,445  232,281 
Custodial costs 9,177  6,812  27,310  20,543 
Interchange costs 6,287  5,923  20,281  19,240 
Total cost of revenue 90,811  89,228  280,036  272,064 
Gross profit 158,408  126,858  457,164  355,843 
Operating expenses
Sales and marketing 19,656  17,245  58,714  49,648 
Technology and development 55,614  48,890  163,573  140,653 
General and administrative 26,379  25,131  78,363  74,795 
Amortization of acquired intangible assets 23,213  23,541  69,545  71,420 
Merger integration 2,655  6,509  8,157  23,486 
Total operating expenses 127,517  121,316  378,352  360,002 
Income (loss) from operations 30,891  5,542  78,812  (4,159)
Other expense
Interest expense (13,545) (12,165) (41,814) (34,119)
Other income, net 3,741  443  8,325  174 
Total other expense (9,804) (11,722) (33,489) (33,945)
Income (loss) before income taxes 21,087  (6,180) 45,323  (38,104)
Income tax provision (benefit) 6,414  (4,539) 15,975  (12,170)
Net income (loss) and comprehensive income (loss) $ 14,673  $ (1,641) $ 29,348  $ (25,934)
Net income (loss) per share:
Basic $ 0.17  $ (0.02) $ 0.34  $ (0.31)
Diluted $ 0.17  $ (0.02) $ 0.34  $ (0.31)
Weighted-average number of shares used in computing net income (loss) per share:
Basic 85,697  84,572  85,424  84,349 
Diluted 87,122  84,572  86,707  84,349 

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HealthEquity, Inc. and subsidiaries
Condensed consolidated statements of cash flows (unaudited)
Nine months ended October 31,
(in thousands) 2023 2022
Cash flows from operating activities:
Net income (loss) $ 29,348  $ (25,934)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 115,167  120,726 
Stock-based compensation 59,939  50,310 
Amortization of debt discount and issuance costs 2,150  2,454 
Loss on extinguishment of debt 1,157  — 
Other non-cash items —  269 
Deferred taxes (15,928) (10,565)
Changes in operating assets and liabilities:
Accounts receivable, net 654  (451)
Other assets (12,820) 6,809 
Operating lease right-of-use assets 8,241  6,169 
Accrued compensation (14,829) (11,630)
Accounts payable, accrued liabilities, and other current liabilities (2,363) (33,170)
Operating lease liabilities, non-current (9,966) (5,401)
Other long-term liabilities 5,003  (4,427)
Net cash provided by operating activities 165,753  95,159 
Cash flows from investing activities:
Purchases of software and capitalized software development costs (30,413) (35,306)
Purchases of property and equipment (1,134) (2,971)
Acquisitions of HSA portfolios (3,257) (70,574)
Net cash used in investing activities (34,804) (108,851)
Cash flows from financing activities:
Principal payments on long-term debt (54,375) (6,562)
Settlement of client-held funds obligation, net (183) (1,579)
Proceeds from exercise of common stock options 3,404  6,616 
Net cash used in financing activities (51,154) (1,525)
Increase (decrease) in cash and cash equivalents 79,795  (15,217)
Beginning cash and cash equivalents 254,266  225,414 
Ending cash and cash equivalents $ 334,061  $ 210,197 

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HealthEquity, Inc. and subsidiaries
Condensed consolidated statements of cash flows (unaudited) (continued)
Nine months ended October 31,
(in thousands) 2023 2022
Supplemental cash flow data:
Interest expense paid in cash $ 44,194  $ 36,268 
Income tax payments, net 24,777  775 
Supplemental disclosures of non-cash investing and financing activities:
Purchases of software and capitalized software development costs included in accounts payable, accrued liabilities, or accrued compensation 2,882  4,099 
Purchases of property and equipment included in accounts payable or accrued liabilities 98  297 
Exercise of common stock options receivable 19  21 
Increase in goodwill due to measurement period adjustments, net —  77 
Stock-based compensation expense (unaudited)
Total stock-based compensation expense included in the condensed consolidated statements of operations and comprehensive income (loss) is as follows:
Three months ended October 31, Nine months ended October 31,
(in thousands) 2023 2022 2023 2022
Cost of revenue $ 4,673  $ 3,662  $ 13,222  $ 10,667 
Sales and marketing 3,506  2,569  9,763  7,136 
Technology and development 5,923  4,045  15,098  10,388 
General and administrative 7,560  7,894  21,856  22,119 
Total stock-based compensation expense $ 21,662  $ 18,170  $ 59,939  $ 50,310 
Total Accounts (unaudited)
(in thousands, except percentages) October 31, 2023 October 31, 2022 % Change January 31, 2023
HSAs 8,295  7,650  % 7,984 
New HSAs from sales - Quarter-to-date 163  170  (4) % 445 
New HSAs from sales - Year-to-date 453  526  (14) % 971 
New HSAs from acquisitions - Year-to-date —  90  (100) % 90 
HSAs with investments 592  529  12  % 541 
CDBs 6,984  6,849  % 6,933 
Total Accounts 15,279  14,499  % 14,917 
Average Total Accounts - Quarter-to-date 15,167  14,523  % 14,677 
Average Total Accounts - Year-to-date 15,034  14,482  % 14,531 



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HSA Assets (unaudited)
(in millions, except percentages) October 31, 2023 October 31, 2022 % Change January 31, 2023
HSA cash $ 13,971  $ 13,096  % $ 14,199 
HSA investments 8,597  7,108  21  % 7,947 
Total HSA Assets 22,568  20,204  12  % 22,146 
Average daily HSA cash - Quarter-to-date 13,977  12,973  % 13,375 
Average daily HSA cash - Year-to-date 14,024  12,941  % 13,049 
Client-held funds (unaudited)
(in millions, except percentages) October 31, 2023 October 31, 2022 % Change January 31, 2023
Client-held funds $ 761  $ 759  % $ 901 
Average daily Client-held funds - Quarter-to-date 794  794  % 809 
Average daily Client-held funds - Year-to-date 862  832  % 827 
Reconciliation of net income (loss) to Adjusted EBITDA (unaudited)
Three months ended October 31, Nine months ended October 31,
(in thousands) 2023 2022 2023 2022
Net income (loss) $ 14,673  $ (1,641) $ 29,348  $ (25,934)
Interest income (3,713) (443) (7,795) (584)
Interest expense 13,545  12,165  41,814  34,119 
Income tax provision (benefit) 6,414  (4,539) 15,975  (12,170)
Depreciation and amortization 14,567  16,959  45,622  49,306 
Amortization of acquired intangible assets 23,213  23,541  69,545  71,420 
Stock-based compensation expense 21,662  18,170  59,939  50,310 
Merger integration expenses 2,655  6,509  8,157  23,486 
Acquisition costs —  —  —  53 
Amortization of incremental costs to obtain a contract 1,379  1,114  4,033  3,256 
Costs associated with unused office space 950  1,181  3,252  3,788 
Other 301  345  454  1,690 
Adjusted EBITDA $ 95,646  $ 73,361  $ 270,344  $ 198,740 


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Reconciliation of net income outlook to Adjusted EBITDA outlook (unaudited)
Outlook for the year ending
(in millions) January 31, 2024
Net income $34 - 39
Interest income (12)
Interest expense 55
Income tax provision 19 - 24
Depreciation and amortization 60
Amortization of acquired intangible assets 93
Stock-based compensation expense 78
Merger integration expenses 13
Amortization of incremental costs to obtain a contract 5
Costs associated with unused office space 4
Other expense 1
Adjusted EBITDA $350 - 360

Reconciliation of net income (loss) to non-GAAP net income (unaudited)
Three months ended October 31, Nine months ended October 31,
(in thousands, except per share data) 2023 2022 2023 2022
Net income (loss) $ 14,673  $ (1,641) $ 29,348  $ (25,934)
Income tax provision (benefit) 6,414  (4,539) 15,975  (12,170)
Income (loss) before income taxes - GAAP 21,087  (6,180) 45,323  (38,104)
Non-GAAP adjustments:
Amortization of acquired intangible assets 23,213  23,541  69,545  71,420 
Stock-based compensation expense 21,662  18,170  59,939  50,310 
Merger integration expenses 2,655  6,509  8,157  23,486 
Acquisition costs —  —  —  53 
Costs associated with unused office space 950  1,181  3,252  3,788 
Loss on extinguishment of debt —  —  1,157  — 
Total adjustments to income (loss) before income taxes - GAAP 48,480  49,401  142,050  149,057 
Income before income taxes - Non-GAAP 69,567  43,221  187,373  110,953 
Income tax provision - Non-GAAP (1) 17,391  10,805  46,843  27,738 
Non-GAAP net income 52,176  32,416  140,530  83,215 
Diluted weighted-average shares 87,122  84,572  86,707  84,349 
Non-GAAP net income per diluted share $ 0.60  $ 0.38  $ 1.62  $ 0.99 
(1)The Company utilizes a normalized non-GAAP tax rate to provide better consistency across the interim reporting periods within a given fiscal year by eliminating the effects of non-recurring and period-specific items, which can vary in size and frequency, and which are not necessarily reflective of the Company’s longer-term operations. The normalized non-GAAP tax rate applied to each period presented was 25%. The Company may adjust its non-GAAP tax rate as additional information becomes available and in conjunction with any other significant events occurring that may materially affect this rate, such as merger and acquisition activity, changes in business outlook, or other changes in expectations regarding tax regulations.





9


Reconciliation of net income outlook to non-GAAP net income outlook (unaudited)
Outlook for the year ending
(in millions, except per share data) January 31, 2024
Net income $34 - 39
Income tax provision 19 - 24
Income before income taxes - GAAP 53 - 63
Non-GAAP adjustments:
Amortization of acquired intangible assets 93
Stock-based compensation expense 78
Merger integration expenses 13
Costs associated with unused office space 4
Total adjustments to income before income taxes - GAAP 188
Income before income taxes - Non-GAAP 241 - 251
Income tax provision - Non-GAAP (1) 60 - 63
Non-GAAP net income $181 - 188
Diluted weighted-average shares 87
Non-GAAP net income per diluted share (2) $2.08 - 2.16
(1)The Company utilizes a normalized non-GAAP tax rate to provide better consistency across the interim reporting periods within a given fiscal year by eliminating the effects of non-recurring and period-specific items, which can vary in size and frequency, and which are not necessarily reflective of the Company’s longer-term operations. The normalized non-GAAP tax rate applied to each period presented was 25%. The Company may adjust its non-GAAP tax rate as additional information becomes available and in conjunction with any other significant events occurring that may materially affect this rate, such as merger and acquisition activity, changes in business outlook, or other changes in expectations regarding tax regulations.
(2)Non-GAAP net income per diluted share may not calculate due to rounding of non-GAAP net income and diluted weighted-average shares.

Certain terms
Term Definition
HSA A financial account through which consumers spend and save long-term for healthcare on a tax-advantaged basis.
CDB Consumer-directed benefits offered by employers, including flexible spending and health reimbursement arrangements (“FSAs” and “HRAs”), Consolidated Omnibus Budget Reconciliation Act (“COBRA”) administration, commuter and other benefits.
HSA member Consumers with HSAs that we serve.
Total HSA Assets
HSA members’ custodial cash assets held by our federally insured depository partners and our insurance company partners. Total HSA Assets also includes HSA members' investments in mutual funds through our custodial investment fund partner.
Client Our employer clients.
Total Accounts The sum of HSAs and CDBs on our platforms.
Client-held funds Deposits held on behalf of our Clients to facilitate administration of our CDBs.
Network Partner Our health plan partners, benefits administrators, and retirement plan recordkeepers.
Adjusted EBITDA
Adjusted earnings before interest, taxes, depreciation and amortization, amortization of acquired intangible assets, stock-based compensation expense, merger integration expenses, acquisition costs, gains and losses on equity securities, amortization of incremental costs to obtain a contract, costs associated with unused office space, and certain other non-operating items.
Non-GAAP net income
Calculated by adding back to GAAP net income (loss) before income taxes the following items: amortization of acquired intangible assets, stock-based compensation expense, merger integration expenses, acquisition costs, gains and losses on equity securities, costs associated with unused office space, and losses on extinguishment of debt, and subtracting a non-GAAP tax provision using a normalized non-GAAP tax rate.
Non-GAAP net income per diluted share Calculated by dividing non-GAAP net income by diluted weighted-average shares outstanding.
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