hcat-20240216
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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): February 16, 2024
__________________________________________________________
HEALTH CATALYST, INC.
(Exact name of registrant as specified in its charter)
________________________________________________________________
Delaware001-3899345-3337483
(State or other jurisdiction of
incorporation)
(Commission File Number)(IRS Employer
Identification No.)
10897 South River Front Parkway #300
South Jordan, UT 84095
(Address of principal executive offices, including zip code)

(801) 708-6800
(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 filing 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 classTrading Symbol(s)Name of exchange on which registered
Common Stock, par value $0.001 per shareHCATThe 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.

On February 22, 2024, Health Catalyst, Inc. (the Company) issued a press release relating to its financial results for the quarter and year ended December 31, 2023. A copy of the press release, the summary of the Company's 2023 Financial Highlights, 2024 Guidance & Key Themes, and the summary of the Company’s Updated Growth and Financial Targets are attached hereto as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, respectively, and each are incorporated herein by reference.

The foregoing information (including the exhibits set forth in Item 9.01 hereto) is being furnished 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 (the Securities Act), except as expressly set forth by specific reference in such filing.

Forward-Looking Statements

This Current Report on Form 8-K, including the press release, the summary of the Company's 2023 Financial Highlights, 2024 Guidance & Key Themes, and the summary of the Company’s Updated Growth and Financial Targets attached hereto as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, respectively, contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements concerning or relating to the Company’s expectations regarding its operating performance, including its DOS Subscription Client bookings and Dollar-Based Retention Rate, revenue growth, and its financial performance, including Adjusted EBITDA, Adjusted EBITDA margin, and the 'Rule of 40' profile for the Company's technology business unit. Any forward-looking statements contained in this Current Report on Form 8-K, including the press release, the Company's 2023 Financial Highlights, 2024 Guidance & Key Themes, and the summary of the Company’s Updated Growth and Financial Targets attached hereto, are based upon the Company’s historical performance and its current plans, estimates, and expectations, and are not a representation that such plans, estimates, or expectations will be achieved. These forward-looking statements represent the Company’s expectations as of the date of this Current Report on Form 8-K, and involve risks, uncertainties, and assumptions. The actual results may differ materially from those anticipated in the forward-looking statements as a result of numerous factors, many of which are beyond the control of the Company, including changes to the Company’s financial performance, including expectations regarding its results of operations, unexpected or otherwise unplanned events, and the risks and uncertainties disclosed in the Company’s reports filed from time to time with the Securities and Exchange Commission, including its most recent Form 10-K and any subsequent filings on Forms 10-Q or 8-K, available at www.sec.gov. Except as required by law, the Company does not intend to update any forward-looking statement contained in this Current Report on Form 8-K to reflect events or circumstances arising after the date hereof.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Chief Financial Officer Resignation:

On February 16, 2024, Bryan Hunt informed the board of directors of the Company (the Board) of, and on February 20, 2024, the Board accepted, his resignation as the Company's Chief Financial Officer and principal financial officer, effective March 1, 2024. We expect Mr. Hunt to serve as a senior advisor to the Company from March 1, 2024 to April 1, 2024 to enable an orderly transition. Mr. Hunt's resignation is not the result of any disagreement or conflict with the Company. The Company expects to enter into a separation agreement (the Separation Agreement) in connection with Mr. Hunt’s departure from the Company, which will include, in exchange for Mr. Hunt’s general release of claims and compliance with the restrictive covenants contained in his employment agreement with the Company, Mr. Hunt receiving the following consideration: (i) a lump sum cash payment of $247,500 within thirty (30) days of his separation from the Company, which represents nine months’ base salary for Mr. Hunt and reimbursement for COBRA premiums for 9 months, (ii) the acceleration of certain equity awards previously granted to Mr. Hunt, resulting in the vesting of 61,250 restricted stock units of the Company (RSUs), and (iii) the extension of the exercise date for certain previously vested options to purchase common stock of the Company held by Mr. Hunt until March 1, 2025. This arrangement is also in recognition of Mr. Hunt’s extraordinary contributions to the Company over the past ten years, for which the Company is deeply grateful.

Chief Financial Officer Appointment:

On February 22, 2024, the Company announced that Jason Alger, age 40, the Company’s Chief Accounting Officer and principal accounting officer, will assume the role of Chief Financial Officer and principal financial officer of the Company, effective March 1, 2024. Mr. Alger will continue as the Company's principal accounting officer. Mr. Alger has served as the Company’s Chief Accounting Officer and principal accounting officer since January 2021. Mr. Alger has served as the Company’s Senior Vice President of Finance since September 2017, and as Controller since April 2013. Prior to joining the Company, Mr. Alger was at the public accounting firm, Ernst & Young LLP, in its assurance practice from August 2009 to April 2013. Mr. Alger is a certified public accountant and holds a Master of Accountancy degree from Brigham Young University and a Bachelor of Science degree in Accounting from Brigham Young University. In connection with Mr. Alger’s appointment as Chief Financial Officer, his salary will be $350,000 and he will be eligible for an annual bonus with a target amount equal to 65% of his base salary. In addition, Mr. Alger will receive 70,000 RSUs that will vest 1/3rd on December 1, 2024 and 1/12th quarterly thereafter. Mr. Alger will also receive 35,000 performance-based restricted stock units (PRSUs) with a three-year measurement period tied to certain performance-based metrics and thresholds related to our total shareholder return relative to the total shareholder return of the Russell 3000, our adjusted EBITDA margin and our revenue growth rate. These PRSUs will vest in equal amounts over a three-year period after the Board approves achievement for each measurement period.




Chief Operating Officer Appointment:

On February 22, 2024, the Company announced that Daniel LeSueur, age 45, the Company’s Senior Vice President and General Manager of the Professional Services Business Unit, will assume the role of Chief Operating Officer and principal operating officer of the Company, effective March 1, 2024. Mr. LeSueur has served as the Company’s Senior Vice President and General Manager of the Tech-Enabled Managed Services and Professional Services Business Unit since January 2020 and also served in a variety of other roles, including CFO of Professional Services, Strategic Account Executive, Technical Director and Data Architect, beginning in October 2011. Prior to joining the Company, Mr. LeSueur owned and operated a management consultancy firm for five years that assisted ambulatory practices in the implementation of electronic health records and data-driven management methodologies. Mr. LeSueur holds Master’s degrees in Business Administration and Health-Sector Management from Arizona State University and a Bachelor of Arts degree in Economics from Brigham Young University. In connection with his appointment, the Company expects to enter into our standard indemnification agreement with Mr. LeSueur and expects Mr. LeSueur will participate in its Executive Severance Plan as a Tier 2 executive, effective March 1, 2024. In connection with Mr. LeSueur’s appointment as Chief Operating Officer, his salary will be $360,000 and he will be eligible for an annual bonus with a target amount equal to 70% of his base salary. In addition, Mr. LeSueur will receive 70,000 RSUs that will vest 1/3rd on December 1, 2024 and 1/12th quarterly thereafter. Mr. LeSueur will also receive 35,000 PRSUs with a three-year measurement period tied to certain performance-based metrics and thresholds related to our total shareholder return relative to the total shareholder return of the Russell 3000, our adjusted EBITDA margin and our revenue growth rate. These PRSUs will vest in equal amounts over a three-year period after the Board approves achievement for each measurement period.

Director Resignation:

On February 16, 2024, Mark Templeton informed the Board of his resignation from the Board, and on February 20, 2024, the Board accepted his resignation, including his resignation from the nominating and corporate governance committee and transactions committee of the Board, effective March 1, 2024. Additionally, in recognition of his years of extraordinary service, the Board approved accelerating the vesting of 13,405 RSUs held by Mr. Templeton that would have otherwise vested in June 2024. Mr. Templeton's resignation is not the result of any disagreement or conflict with the Company.

Except for the arrangements described in this Current Report on Form 8-K, there are no existing or currently proposed transactions to which the Company or any of its subsidiaries is a party and in which Messrs. Alger or LeSueur have a direct or indirect material interest. There are no family relationships between any of Messrs. Alger or LeSueur and any of the Company’s directors or executive officers.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.Description
104Cover page Interactive Data File (embedded within the Inline XBRL document)

* Furnished herewith.






SIGNATURE

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.
HEALTH CATALYST, INC.
Date: February 22, 2024
By:/s/ Bryan Hunt
Bryan Hunt
Chief Financial Officer


Document

Exhibit 99.1
https://cdn.kscope.io/4668e5b9b8bada3e38bd01157d7a45f5-healthcatalystlogo.jpg
Health Catalyst Reports Fourth Quarter and Year End 2023 Results
SOUTH JORDAN, UT, February 22, 2024 — Health Catalyst, Inc. ("Health Catalyst," Nasdaq: HCAT), a leading provider of data and analytics technology and services to healthcare organizations, today reported financial results for the quarter and year ended December 31, 2023.
“For the full year 2023, I am pleased to share that we achieved strong performance across our business, including total revenue of $295.9 million, with this result beating the midpoint of our most recent guidance, and Adjusted EBITDA of $11.0 million, with this result in line with the midpoint of our most recent guidance. Additionally, I am pleased by our meaningful 2023 Adjusted EBITDA margin progress relative to 2022, and I am excited that we anticipate material year-over-year Adjusted EBITDA growth again in 2024, at a rate of approximately 125%+.” said Dan Burton, CEO of Health Catalyst.
“Additionally, in connection with our annual planning process, we are enacting multiple Leadership level changes. First, Bryan Hunt will be transitioning from CFO to a Strategic Advisor role, effective March 1, 2024. I would like to express my heartfelt gratitude to Bryan for his countless contributions to Health Catalyst’s growth and success over the last ten years, including his service as our CFO, helping us navigate through a global pandemic, record high inflation, and a period of tremendous financial pressure for our health system clients. Bryan has been an extraordinary leader and partner to me and to our Board of Directors, and we are grateful for his dedication, professionalism and commitment to the company and its mission. I am also pleased to share that Jason Alger will begin as Health Catalyst’s CFO, effective March 1, 2024. Jason has been with Health Catalyst for more than ten years, having contributed significantly during that time, including most recently as our Chief Accounting Officer. Prior to joining Health Catalyst, Jason held various roles at Ernst & Young. My fellow board members and I, along with our finance organization, have the utmost confidence in and respect for Jason. Also, effective March 1, 2024, Dan LeSueur will be promoted to Health Catalyst’s Chief Operating Officer role, with responsibilities spanning both our Technology and Professional Services business units. Dan brings a wealth of experience to this role, having had leadership responsibility across many functions during his twelve years at Health Catalyst, most recently as the Senior Vice President and General Manager of our Professional Services Business Unit. I am thrilled to have someone with Dan’s breadth and depth of expertise to lead this important strategic function as Health Catalyst continues on its maturation path, focusing on operational excellence to enable scalable growth and profitability.”

Financial Highlights for the Three and Twelve Months Ended December 31, 2023
Key Financial Measures
Three Months Ended
December 31,
Year over Year ChangeTwelve Months Ended
December 31,
Year over Year Change
2023202220232022
GAAP Financial Measures:(in thousands, except percentages)(in thousands, except percentages)
Technology revenue$47,100 $44,664 5%$187,583 $176,288 6%
Professional services revenue$27,984 $24,498 14%$108,355 $99,948 8%
Total revenue$75,084 $69,162 9%$295,938 $276,236 7%
Loss from operations$(32,785)$(36,745)11%$(126,897)$(140,005)9%
Net loss$(30,312)$(35,782)15%$(118,147)$(137,403)14%
Non-GAAP Financial Measures:(1)
Adjusted Technology Gross Profit$31,388 $30,725 2%$127,744 $122,284 4%
Adjusted Technology Gross Margin67 %69 %68 %69 %
Adjusted Professional Services Gross Profit$3,305 $4,325 (24)%$16,316 $23,565 (31)%
Adjusted Professional Services Gross Margin12 %18 %15 %24 %
Total Adjusted Gross Profit$34,693 $35,050 (1)%$144,060 $145,849 (1)%
Total Adjusted Gross Margin46 %51 %49 %53 %
Adjusted EBITDA$1,352 $(603)324%$11,021 $(2,487)543%
________________________
(1) These measures are not calculated in accordance with generally accepted accounting principles in the United States (GAAP). See the accompanying "Non-GAAP Financial Measures" section below for more information about these financial measures, including the limitations of such measures, and for a reconciliation of each measure to the most directly comparable measure calculated in accordance with GAAP.



Other Key Metrics
As of December 31,
202320222021
DOS Subscription Clients1099890
Year Ended December 31,
202320222021
Dollar-based Retention Rate100 %100 %112 %

Financial Outlook

Health Catalyst provides forward-looking guidance on total revenue, a GAAP measure, and Adjusted EBITDA, a non-GAAP measure.
For the first quarter of 2024, we expect:
Total revenue between $72.5 million and $76.5 million, and
Adjusted EBITDA between $2.0 million and $4.0 million
For the full year of 2024, we expect:
Total revenue between $304 million and $312 million, and
Adjusted EBITDA between $24 million and $26 million
We have not reconciled guidance for Adjusted EBITDA to net loss, the most directly comparable GAAP measure, and have not provided forward-looking guidance for net loss, because there are items that may impact net loss, including stock-based compensation, that are not within our control or cannot be reasonably forecasted.



Quarterly Conference Call Details
The company will host a conference call to review the results today, Thursday, February 22, 2024 at 5:00 p.m. E.T. The conference call can be accessed by dialing (800) 267-6316 for U.S. participants, or (203) 518-9783 for international participants, and referencing conference ID “HCAT Q423.” A live audio webcast will be available online at https://ir.healthcatalyst.com/. A replay of the call will be available via webcast for on-demand listening shortly after the completion of the call, at the same web link, and will remain available for approximately 90 days.


About Health Catalyst
Health Catalyst is a leading provider of data and analytics technology and services to healthcare organizations committed to being the catalyst for massive, measurable, data-informed healthcare improvement. Its clients leverage the cloud-based data platform — powered by data from more than 100 million patient records and encompassing trillions of facts—as well as its analytics software and professional services expertise to make data-informed decisions and realize measurable clinical, financial, and operational improvements. Health Catalyst envisions a future in which all healthcare decisions are data informed.
Available Information
Our investors and others should note that we announce material information to the public about our company, products and services, and other matters related to our company through a variety of means, including our website (https://www.healthcatalyst.com/), our investor relations website (https://ir.healthcatalyst.com/), press releases, SEC filings, public conference calls, and social media, including our and our CEO's social media accounts, in order to achieve broad, non-exclusionary distribution of information to the public and to comply with our disclosure obligations under Regulation FD.

Forward-Looking Statements
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include statements regarding our future growth and our financial outlook for Q1 and fiscal year 2024. Forward-looking statements are subject to risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance.

Important risks and uncertainties that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: (i) changes in laws and regulations applicable to our business model; (ii) changes in market or industry conditions, regulatory environment, and receptivity to our technology and services; (iii) results of litigation or a security incident; (iv) the loss of one or more key clients or partners; (v) macroeconomic challenges (including high inflationary and/or high interest rate environments, or market volatility caused by bank failures and measures taken in response thereto) and any new public health crisis; and (vi) changes to our abilities to recruit and retain qualified team members. For a detailed discussion of the risk factors that could affect our actual results, please refer to the risk factors identified in our SEC reports, including, but not limited to the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023 that was filed with the SEC on November 6, 2023 and the Annual Report on Form 10-K for the year ended December 31, 2023 expected to be filed with the SEC on or about February 22, 2024. All information provided in this release and in the attachments is as of the date hereof, and we undertake no duty to update or revise this information unless required by law.



Condensed Consolidated Balance Sheets
(in thousands, except share and per share data, unaudited)
As of December 31,
20232022
Assets
Current assets:
Cash and cash equivalents$106,276 $116,312 
Short-term investments211,452 247,178 
Accounts receivable, net60,290 47,970 
Prepaid expenses and other assets15,379 16,335 
Total current assets393,397 427,795 
Property and equipment, net25,712 25,928 
Operating lease right-of-use assets13,927 16,658 
Intangible assets, net73,384 92,189 
Goodwill190,652 185,982 
Other assets4,742 3,734 
Total assets$701,814 $752,286 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable$6,641 $4,424 
Accrued liabilities23,282 19,691 
Deferred revenue55,753 54,961 
Operating lease liabilities3,358 3,434 
Total current liabilities89,034 82,510 
Convertible senior notes228,034 226,523 
Deferred revenue, net of current portion77 105 
Operating lease liabilities, net of current portion17,676 18,017 
Other liabilities74 121 
Total liabilities334,895 327,276 
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value per share and additional paid-in capital; 25,000,000 shares authorized and no shares issued and outstanding as of December 31, 2023 and 2022
— — 
Common stock, $0.001 par value per share, and additional paid-in capital; 500,000,000 shares authorized as of December 31, 2023 and 2022; 58,295,491 and 55,261,922 shares issued and outstanding as of December 31, 2023 and 2022, respectively
1,484,056 1,424,681 
Accumulated deficit(1,117,170)(999,023)
Accumulated other comprehensive income (loss)33 (648)
Total stockholders’ equity 366,919 425,010 
Total liabilities and stockholders’ equity$701,814 $752,286 




Condensed Consolidated Statements of Operations
(in thousands, except per share data, unaudited)
Three Months Ended
December 31,
Twelve Months Ended
December 31,
2023202220232022
Revenue:
Technology$47,100 $44,664 $187,583 $176,288 
Professional services27,984 24,498 108,355 99,948 
Total revenue75,084 69,162 295,938 276,236 
Cost of revenue, excluding depreciation and amortization:
Technology(1)(2)(3)
16,719 14,747 62,474 56,642 
Professional services(1)(2)(3)
27,857 23,359 101,631 86,407 
Total cost of revenue, excluding depreciation and amortization
44,576 38,106 164,105 143,049 
Operating expenses:
Sales and marketing(1)(2)(3)
17,271 20,373 67,321 87,514 
Research and development(1)(2)(3)
20,288 19,614 72,627 75,680 
General and administrative(1)(2)(3)(4)(5)
15,430 16,150 76,559 61,701 
Depreciation and amortization10,304 11,664 42,223 48,297 
Total operating expenses63,293 67,801 258,730 273,192 
Loss from operations(32,785)(36,745)(126,897)(140,005)
Loss on extinguishment of debt— — — — 
Interest and other expense, net2,616 1,022 9,106 (1,678)
Loss before income taxes(30,169)(35,723)(117,791)(141,683)
Income tax provision (benefit)(2)
143 59 356 (4,280)
Net loss$(30,312)$(35,782)$(118,147)$(137,403)
Net loss per share, basic$(0.53)$(0.66)$(2.09)$(2.56)
Net loss per share, diluted$(0.53)$(0.66)$(2.09)$(2.63)
Weighted-average shares outstanding used in calculating net loss per share, basic57,476 54,496 56,418 53,722 
Weighted-average shares outstanding used in calculating net loss per share, diluted57,476 54,496 56,418 54,080 
_______________
(1)Includes stock-based compensation expense as follows:
Three Months Ended December 31,Twelve Months Ended December 31,
2023202220232022
Stock-Based Compensation Expense:(in thousands)(in thousands)
Cost of revenue, excluding depreciation and amortization:
Technology$458 $495 $1,866 $2,058 
Professional services1,687 2,148 7,369 8,230 
Sales and marketing4,933 7,157 20,982 28,082 
Research and development2,536 3,295 11,213 12,938 
General and administrative3,397 5,653 14,326 20,796 
Total$13,011 $18,748 $55,756 $72,104 













(2)    Includes acquisition-related costs, net as follows:
Three Months Ended December 31,Twelve Months Ended December 31,
2023202220232022
Acquisition-related costs, net:(in thousands)(in thousands)
Cost of revenue, excluding depreciation and amortization:
Technology$65 $84 $273 $351 
Professional services93 146 391 655 
Sales and marketing393 337 697 1,894 
Research and development200 687 787 3,045 
General and administrative1,904 452 3,609 (1,051)
Income tax benefit— — — (4,533)
Total$2,655 $1,706 $5,757 $361 
(3)    Includes restructuring costs, as follows:
Three Months Ended December 31,Twelve Months Ended December 31,
2023202220232022
Restructuring costs:(in thousands)(in thousands)
Cost of revenue, excluding depreciation and amortization:
Technology$484 $229 $496 $229 
Professional services1,398 892 1,832 1,139 
Sales and marketing1,210 1,464 2,415 3,023 
Research and development3,051 1,153 3,337 3,410 
General and administrative624 188 742 624 
Total$6,767 $3,926 $8,822 $8,425 

(4)     Includes litigation costs, as follows:
Three Months Ended December 31,Twelve Months Ended December 31,
2023202220232022
Litigation costs:(in thousands)(in thousands)
General and administrative$— $— $21,279 $— 

(5)     Includes non-recurring lease-related charges, as follows:
Three Months Ended December 31,Twelve Months Ended December 31,
2023202220232022
Non-recurring lease-related charges:(in thousands)(in thousands)
General and administrative$1,400 $98 $4,081 $3,798 








Condensed Consolidated Statements of Cash Flows
(in thousands, unaudited)
Year Ended December 31,
20232022
Cash flows from operating activities
Net loss$(118,147)$(137,403)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense55,756 72,104 
Depreciation and amortization42,223 48,297 
Investment (discount accretion) and premium amortization(9,720)(2,236)
Impairment of long-lived assets4,081 5,023 
Non-cash operating lease expense2,990 3,231 
Provision for expected credit losses1,821 691 
Amortization of debt discount and issuance costs1,511 1,500 
Deferred tax provision (benefit)(4,523)
Change in fair value of contingent consideration liabilities— (4,668)
Payment of acquisition-related contingent consideration — (3,234)
Other67 (145)
Change in operating assets and liabilities:
Accounts receivable(13,663)788 
Prepaid expenses and other assets164 (478)
Accounts payable, accrued liabilities, and other liabilities4,868 (4,702)
Deferred revenue(1,487)(5,997)
Operating lease liabilities(3,552)(3,518)
Net cash used in operating activities(33,080)(35,270)
Cash flows from investing activities
Proceeds from the sale and maturity of short-term investments336,801 315,171 
Purchase of short-term investments(290,836)(308,961)
Capitalization of internal use software(11,957)(12,987)
Acquisition of businesses, net of cash acquired(11,392)(27,846)
Purchases of property and equipment(1,236)(2,167)
Purchase of intangible assets(1,118)(2,260)
Proceeds from the sale of property and equipment31 29 
Net cash provided by (used in) investing activities20,293 (39,021)
Cash flows from financing activities
Proceeds from employee stock purchase plan3,588 3,153 
Repurchase of common stock(1,808)(8,393)
Proceeds from exercise of stock options950 3,969 
Payments of acquisition-related consideration— (1,342)
Net cash provided by (used in) financing activities2,730 (2,613)
Effect of exchange rate changes on cash and cash equivalents21 (11)
Net decrease in cash and cash equivalents(10,036)(76,915)
Cash and cash equivalents at beginning of period116,312 193,227 
Cash and cash equivalents at end of period$106,276 $116,312 







Non-GAAP Financial Measures
To supplement our financial information presented in accordance with GAAP, we believe certain non-GAAP financial measures, including Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA, Adjusted Net Income (Loss), and Adjusted Net Income (Loss) per share, basic and diluted, are useful in evaluating our operating performance. For example, we exclude stock-based compensation expense because it is non-cash in nature and excluding this expense provides meaningful supplemental information regarding our operational performance and allows investors the ability to make more meaningful comparisons between our operating results and those of other companies. We use this non-GAAP financial information to evaluate our ongoing operations, as a component in determining employee bonus compensation, and for internal planning and forecasting purposes.
We believe that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial 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. In addition, other companies, including companies in our industry, may calculate similarly-titled non-GAAP financial measures differently or may use other measures to evaluate their performance. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.
Adjusted Gross Profit and Adjusted Gross Margin
Adjusted Gross Profit is a non-GAAP financial measure that we define as revenue less cost of revenue, excluding depreciation and amortization, adding back stock-based compensation, acquisition-related costs, net, and restructuring costs as applicable. We define Adjusted Gross Margin as our Adjusted Gross Profit divided by our revenue. We believe Adjusted Gross Profit and Adjusted Gross Margin are useful to investors as they eliminate the impact of certain non-cash expenses and certain other non-recurring operating expenses, and allow a direct comparison of these measures between periods without the impact of non-cash expenses and certain other non-recurring operating expenses. The following is a reconciliation of revenue, the most directly comparable GAAP financial measure, to Adjusted Gross Profit, for the three and twelve months ended December 31, 2023 and 2022:

Three Months Ended December 31, 2023
(in thousands, except percentages)
TechnologyProfessional ServicesTotal
Revenue$47,100 $27,984 $75,084 
Cost of revenue, excluding depreciation and amortization(16,719)(27,857)(44,576)
Gross profit, excluding depreciation and amortization30,381 127 30,508 
Add:
Stock-based compensation458 1,687 2,145 
Acquisition-related costs, net(1)
65 93 158 
Restructuring costs(2)
484 1,398 1,882 
Adjusted Gross Profit$31,388 $3,305 $34,693 
Gross margin, excluding depreciation and amortization65 %— %41 %
Adjusted Gross Margin67 %12 %46 %
___________________
(1)Acquisition-related costs, net include deferred retention expenses following the ARMUS and KPI Ninja acquisitions.
(2)Restructuring costs include severance and other team member costs from workforce reductions.



Three Months Ended December 31, 2022
(in thousands, except percentages)
TechnologyProfessional ServicesTotal
Revenue$44,664 $24,498 $69,162 
Cost of revenue, excluding depreciation and amortization(14,747)(23,359)(38,106)
Gross profit, excluding depreciation and amortization29,917 1,139 31,056 
Add:
Stock-based compensation495 2,148 2,643 
Acquisition-related costs, net(1)
84 146 230 
Restructuring costs(2)
229 892 1,121 
Adjusted Gross Profit$30,725 $4,325 $35,050 
Gross margin, excluding depreciation and amortization67 %%45 %
Adjusted Gross Margin69 %18 %51 %
___________________
(1)Acquisition-related costs, net include deferred retention expenses following the ARMUS, KPI Ninja, and Twistle acquisitions.
(2)Restructuring costs include severance and other team member costs from workforce reductions.

Twelve Months Ended December 31, 2023
(in thousands, except percentages)
TechnologyProfessional ServicesTotal
Revenue$187,583 $108,355 $295,938 
Cost of revenue, excluding depreciation and amortization(62,474)(101,631)(164,105)
Gross profit, excluding depreciation and amortization125,109 6,724 131,833 
Add:
Stock-based compensation1,866 7,369 9,235 
Acquisition-related costs, net(1)
273 391 664 
Restructuring costs(2)
496 1,832 2,328 
Adjusted Gross Profit$127,744 $16,316 $144,060 
Gross margin, excluding depreciation and amortization67 %%45 %
Adjusted Gross Margin68 %15 %49 %
___________________
(1)Acquisition-related costs, net include deferred retention expenses following the ARMUS, KPI Ninja, and Twistle acquisitions.
(2)Restructuring costs include severance and other team member costs from workforce reductions.
Twelve Months Ended December 31, 2022
(in thousands, except percentages)
Technology
Professional
Services
Total
Revenue$176,288 $99,948 $276,236 
Cost of revenue, excluding depreciation and amortization(56,642)(86,407)(143,049)
Gross profit, excluding depreciation and amortization119,646 13,541 133,187 
Add:
Stock-based compensation2,058 8,230 10,288 
Acquisition-related costs, net(1)
351 655 1,006 
Restructuring costs(2)
229 1,139 1,368 
Adjusted Gross Profit$122,284 $23,565 $145,849 
Gross margin, excluding depreciation and amortization68 %14 %48 %
Adjusted Gross Margin69 %24 %53 %
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(1)Acquisition-related costs, net include deferred retention expenses following the ARMUS, KPI Ninja, and Twistle acquisitions.
(2)Restructuring costs include severance and other team member costs from workforce reductions.



Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure that we define as net loss adjusted for (i) interest and other (income) expense, net, (ii) income tax provision (benefit), (iii) depreciation and amortization, (iv) stock-based compensation, (v) acquisition-related costs, net, including the fair change in value of contingent consideration liabilities for potential earn-out payments, (vi) litigation costs, (vii) restructuring costs, and (viii) non-recurring lease-related charges. We view acquisition-related expenses when applicable, such as transaction costs and changes in the fair value of contingent consideration liabilities that are directly related to business combinations, as costs that are unpredictable, dependent upon factors outside of our control, and are not necessarily reflective of operational performance during a period. We believe that excluding restructuring costs, litigation costs, and non-recurring lease-related charges allows for more meaningful comparisons between operating results from period to period as this is separate from the core activities that arise in the ordinary course of our business and are not part of our ongoing operations. We believe Adjusted EBITDA provides investors with useful information on period-to-period performance as evaluated by management and a comparison with our past financial performance and is useful in evaluating our operating performance compared to that of other companies in our industry, as this metric generally eliminates the effects of certain items that may vary from company to company for reasons unrelated to overall operating performance. The following is a reconciliation of our net loss, the most directly comparable GAAP financial measure, to Adjusted EBITDA, for the three and twelve months ended December 31, 2023 and 2022:

Three Months Ended December 31,Twelve Months Ended December 31,
2023202220232022
(in thousands)(in thousands)
Net loss$(30,312)$(35,782)$(118,147)$(137,403)
Add:
Interest and other (income) expense, net(2,616)(1,022)(9,106)1,678 
Income tax provision (benefit)143 59 356 (4,280)
Depreciation and amortization10,304 11,664 42,223 48,297 
Stock-based compensation13,011 18,748 55,756 72,104 
Acquisition-related costs, net(1)
2,655 1,706 5,757 4,894 
Litigation costs(2)
— — 21,279 — 
Restructuring costs(3)
6,767 3,926 8,822 8,425 
Non-recurring lease-related charges(4)
1,400 98 4,081 3,798 
Adjusted EBITDA$1,352 $(603)$11,021 $(2,487)
__________________
(1)Acquisition-related costs, net includes third-party fees associated with due diligence, deferred retention expenses, post-acquisition restructuring costs incurred as part of business combinations, and changes in fair value of contingent consideration liabilities for potential earn-out payments. For additional details refer to Notes 1, 2, and 7 in our consolidated financial statements.
(2)Litigation costs include costs related to litigation that are outside the ordinary course of our business. For additional details, refer to Note 16 in our consolidated financial statements.
(3)Restructuring costs include severance and other team member costs from workforce reductions, impairment of discontinued capitalized software projects, and other miscellaneous charges. For additional details, refer to Note 11 in our consolidated financial statements.
(4)Non-recurring lease-related charges includes lease-related impairment charges for the subleased portion of our corporate headquarters. For additional details refer to Note 9 in our consolidated financial statements.



Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share

Adjusted Net Income (Loss) is a non-GAAP financial measure that we define as net loss adjusted for (i) stock-based compensation, (ii) amortization of acquired intangibles, (iii) acquisition-related costs, net, including the deferred tax valuation allowance release from acquisitions, (iv) litigation costs, (v) restructuring costs, (vi) non-recurring lease-related charges, and (vii) non-cash interest expense related to our convertible senior notes. We believe Adjusted Net Income (Loss) provides investors with useful information on period-to-period performance as evaluated by management and comparison with our past financial performance and is useful in evaluating our operating performance compared to that of other companies in our industry, as this metric generally eliminates the effects of certain items that may vary from company to company for reasons unrelated to overall operating performance. The following is a reconciliation of our net loss, the most directly comparable GAAP financial measure, to Adjusted Net Income (Loss), for the three and twelve months ended December 31, 2023 and 2022:

Three Months Ended December 31,Twelve Months Ended December 31,
2023202220232022
Numerator:(in thousands, except share and per share amounts)
Net loss$(30,312)$(35,782)$(118,147)$(137,403)
Add:
Stock-based compensation
13,011 18,748 55,756 72,104 
Amortization of acquired intangibles
7,243 8,464 29,636 37,188 
  Acquisition-related costs, net(1)
2,655 1,706 5,757 361 
  Litigation costs(2)
— — 21,279 — 
 Restructuring costs(3)
6,767 3,926 8,822 8,425 
  Non-recurring lease-related charges(4)
1,400 98 4,081 3,798 
Non-cash interest expense related to convertible senior notes
379 376 1,511 1,500 
Adjusted Net Income (Loss)$1,143 $(2,464)$8,695 $(14,027)
Denominator:
Weighted-average number of shares used in calculating net loss per share, basic57,476,187 54,496,128 56,418,397 53,721,702 
Non-GAAP weighted-average effect of dilutive securities283,805 — 666,488 — 
Non-GAAP weighted-average number of shares used in calculating Adjusted Net Income (Loss) per share, diluted57,759,992 54,496,128 57,084,885 53,721,702 
Adjusted Net Income (Loss) per share, basic$0.02 $(0.05)$0.15 $(0.26)
Adjusted Net Income (Loss) per share, diluted$0.02 $(0.05)$0.15 $(0.26)
______________
(1)Acquisition-related costs, net includes third-party fees associated with due diligence, deferred retention expenses, post-acquisition restructuring costs incurred as part of business combinations, changes in fair value of contingent consideration liabilities for potential earn-out payments, and the deferred tax valuation allowance release from acquisitions. For additional details refer to Notes 1, 2, 7, and 15 in our consolidated financial statements.
(2)Litigation costs include costs related to litigation that are outside the ordinary course of our business. For additional details, refer to Note 16 in our consolidated financial statements.
(3)Restructuring costs include severance and other team member costs from workforce reductions, impairment of discontinued capitalized software projects, and other miscellaneous charges. For additional details, refer to Note 11 in our consolidated financial statements.
(4)Includes the lease-related impairment charge for the subleased portion of our corporate headquarters. For additional details refer to Note 9 in our consolidated financial statements.



Health Catalyst Investor Relations Contact:
Adam Brown
Senior Vice President, Investor Relations and FP&A
+1 (855) 309-6800
ir@healthcatalyst.com

Health Catalyst Media Contact:
Tarah Neujahr Bryan
Chief Marketing Officer
media@healthcatalyst.com


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© Health Catalyst Proprietary. • While health system operating margins continue to be challenged relative to longer-term historical levels, we are encouraged to see operating margins steadily improving in recent months; we anticipate this will be a tailwind related to our bookings metrics in 2024 and beyond. • Our meaningful investment and early rollout of the next-generation of our data platform software is enabling significant increases in scalability and modularity. • As we have seen our end market improve, we have begun to strategically allocate more of our growth resources toward new client and cross-selling efforts, with a focus on Technology, especially with the benefit of our next-generation data platform rollout. • Vitalware Chargemaster Management software solution was recently ranked ‘Best in KLAS’ for 2024, marking the fifth year that Vitalware has achieved this distinction. • Our 10th annual Healthcare Analytics Summit (HAS) conference will be held at the end of February. We anticipate we will host approximately 1,000 attendees, primarily composed of existing and prospective clients; HAS represents a meaningful investment in new client and existing client relationship development. Health Catalyst 2023 Financial Highlights, 2024 Guidance & Key Themes 1 • Q4 2023 Total Revenue: $75.1M; actual results exceeded guidance midpoint (range of $70.1M to $75.1M) • Q4 2023 Adjusted EBITDA: $1.4M; actual results in line with guidance midpoint (range of $0.3M to $2.3M) • FY 2023 Total Revenue: $295.9M; actual results exceeded guidance midpoint (range of $291.0M to $296.0M) • FY 2023 Adjusted EBITDA: $11.0M; actual results in line with guidance midpoint (range of $10.0M to $12.0M) Q4 and FY 2023 Revenue and Adjusted EBITDA 2023 Bookings Performance 2024 Guidance and Forward-Looking Commentary • 2023 Net New DOS Subscription Clients: 11; actual results in line with our previously shared expectations (both in number of net additions and in average ARR per net new client) • 2023 Dollar-Based Retention Rate: 100%; actual results below our forecasted range of 102% - 110%, primarily due to a delay of a few larger Tech-Enabled Managed Services (TEMS) expansion opportunities. One of these TEMS opportunities has recently signed and is slated to begin mid-year. We anticipate we will sign multiple other TEMS expansion opportunities in 2024, but as we have shared previously, precisely predicting the timing of these larger deals can be challenging. • 2024 Total Revenue guidance range: $304M - $312M and Q1 2024 Total Revenue guidance range: $72.5M - $76.5M • 2024 Adjusted EBITDA guidance range: $24M - $26M, representing ~125% growth year-over-year at the midpoint and Q1 2024 Adjusted EBITDA guidance range: $2.0M - $4.0M • As we continue to drive growth, we anticipate improvement in 2024 Net New DOS Subscription Client bookings and Dollar-Based Retention Rate metrics relative to 2023, supported by continued improvement in the operating environment of our end market. • For 2024, we anticipate Net New DOS Subscription Clients in the mid-teens range • For 2024, we anticipate Dollar-Based Retention Rate in the range of 104% - 110% • We have introduced new mid-term and long-term financial targets, as well as provided updates relative to our previously shared financial targets (see related slide). Key Themes Note: We have not reconciled guidance for Adjusted EBITDA or Adjusted EBITDA Margin to net loss or net loss margin, respectively, the most directly comparable GAAP measures, and have not provided forward-looking guidance for net loss or net loss margin, because there are items that may impact net loss and net loss margin, including stock-based compensation, that are not within our control or cannot be reasonably forecasted.


 
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© Health Catalyst Proprietary. Health Catalyst Updated Growth & Financial Targets (1) High-level estimated business unit adjusted EBITDA margin analysis. Estimated business unit contribution profit for Technology and Professional Services based on allocating adjusted gross margin and operating expenses by business unit. Adjusted gross margin segmented by Technology and Professional Services. Operating expenses allocated between Technology and Professional Services based on type of operating expense: Research & Development (“R&D”) expenses allocated to Technology business unit; Sales & Marketing expenses allocated between Technology and Pro Services by percentage of adjusted gross profit; General & Administrative expenses allocated between Technology and Pro Services by percentage of total cost of revenue (excluding depreciation & amortization) and R&D. Note (a): These targets contemplate that Health Catalyst will continue to be opportunistic with tuck-in acquisitions, with a primary focus on technology. These tuck-in acquisitions would benefit annual revenue growth on a pro forma basis. Note (b): We have not reconciled guidance for Adjusted EBITDA or Adjusted EBITDA Margin to net loss or net loss margin, respectively, the most directly comparable GAAP measures, and have not provided forward-looking guidance for net loss or net loss margin, because there are items that may impact net loss and net loss margin, including stock-based compensation, that are not within our control or cannot be reasonably forecasted. 1 2024 Targets 2025 Targets Revenue $304M to $312M Adjusted EBITDA $24M to $26M (~125%+ YoY Growth) Net New DOS Subscription Client Additions Mid-Teens Dollar-Based Retention Rate 104% to 110% Revenue 10% to 15% Growth Adjusted EBITDA 10% - 12% Margin Business Unit Adjusted EBITDA Margin(1) Technology: ~20% Pro Services: Slightly PositiveBusiness Unit Adjusted EBITDA Margin(1) Technology: Low-to-Mid-Teens Pro Services: ~0% 2028 Targets Revenue $500M+ Revenue Technology >55% of Revenue Technology Revenue Growth of 10%+ Adjusted EBITDA $100M+ Business Unit Adjusted EBITDA Margin(1) Technology: ~30% Pro Services: ~10% Technology BU with ‘Rule of 40’ Profile