hcat-20241102
FALSE000163642200016364222024-11-022024-11-06

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): November 2, 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 November 6, 2024, Health Catalyst, Inc. (the “Company”) issued a press release relating to its financial results for the quarter ended September 30, 2024. A copy of the press release and the Q3 2024 earnings release summary are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are each incorporated herein by reference.

The foregoing information (including Exhibits 99.1 and 99.2 attached hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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, except as expressly set forth by specific reference in such filing.

Item 3.02. Unregistered Sales of Equity Securities.

On November 5, 2024, the Company entered into an acquisition agreement to acquire all of the equity interests in Intraprise Health, LLC, a Delaware corporation (“Intraprise”), for an aggregate purchase price of approximately $43 million (the “Acquisition”). As a portion of the consideration for the Acquisition, Health Catalyst has agreed to issue approximately 2,200,490 shares of Health Catalyst’s common stock, $0.001 par value (“Common Stock”), valued at the closing reference price of $8.18, which is equal to the average trading price of the Common Stock on the Nasdaq Global Select Market for the 35 consecutive trading day period ended November 1, 2024, to the equityholders of Intraprise upon consummation of the transactions contemplated by the acquisition agreement, subject to certain closing conditions. The parties expect the Acquisition, which is subject to customary closing conditions, will close by the end of 2024.

The issuance of shares of Common Stock in connection with the Acquisition will be made in accordance with the terms and subject to the conditions set forth in the acquisition agreement and in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act of 1933, as amended, and/or the private offering safe harbor provision of Rule 506 of Regulation D promulgated thereunder. The issuance and sale is not being conducted in connection with a public offering, and no public solicitation or advertisement will be made or relied upon in connection with the issuance of the shares.

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

On November 2, 2024, the board of directors (the “Board”) of the Company, upon the recommendation of the Nominating and Corporate Governance Committee, appointed Dr. Jill Hoggard Green to the Board, effective December 1, 2024. Dr. Hoggard Green was appointed to fill a newly created vacant Board seat due to the expansion of the Board from seven (7) to eight (8) directors, also effective December 1, 2024. Dr. Hoggard Green will serve as a Class III director and a member of the Compensation Committee of the Board (the “Compensation Committee”) until the 2025 annual meeting of stockholders, and until her successor is duly elected and qualified, or until her earlier resignation, death, or removal.

Dr. Hoggard Green will receive cash and equity compensation pursuant to the Company's non-employee director compensation policy (the “Non-Employee Director Compensation Policy”). Dr. Hoggard Green will receive a pro-rated $45,000 annual cash retainer in connection with her service on the Board and a pro-rated $7,500 cash retainer in connection with her service on the Compensation Committee, in each case paid in quarterly installments. Dr. Hoggard Green will receive an initial award of restricted stock units of the Company having a value of $225,000, vesting in three equal installments on each anniversary of Dr. Hoggard Green’s service on the Board. The Company will also reimburse Dr. Hoggard Green for all reasonable and documented travel and lodging expenses associated with Dr. Hoggard Green’s attendance at Board and Compensation Committee meetings pursuant to the terms of the Non-Employee Director Compensation Policy. Dr. Hoggard Green will also enter into the Company’s standard form indemnification agreement.

From 2019 to July 2024, Dr. Hoggard Green was the Chief Executive Officer of The Queens Health System (“QHS”), a client of the Company since August 2014. QHS currently has a five-year contract with the Company for its Solution that commenced in October 1, 2023. QHS made payments to the Company of approximately $5.4 million in the year ended December 31, 2023 and $9.9 million in the nine months ended September 30, 2024. Since the beginning of the Company’s last fiscal year through the present, there have been no other transactions with the Company, and there are currently no proposed transactions with the Company, in which the amount involved exceeds $120,000 and in which Dr. Hoggard Green had or will have a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K. No arrangement or understanding exists between Dr. Hoggard Green and any other person pursuant to which Dr. Hoggard Green was selected as a director of the Company.

Item 8.01. Other Events

On November 6, 2024, the Company issued a press release regarding the Acquisition. A copy of the press release announcing the Acquisition related to the Acquisition is attached hereto as Exhibit 99.3, and is incorporated herein by reference.

On November 6, 2024, the Company also issued a press release regarding the appointment of Dr. Hoggard Green as a member of the Board. A copy of the press release announcing the appointment of Dr. Hoggard Green is attached hereto as Exhibit 99.4 and incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements




This Form 8-K contains forward-looking statements relating to expectations, plans, and prospects, including expectations relating to Health Catalyst’s ability to close, and the timing of the closing of, the Acquisition and the benefits that will be derived from the total purchase price of the Acquisition. These forward-looking statements are based upon the current expectations and beliefs of Health Catalyst’s management as of the date of this Form 8-K, and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements including, without limitation, the risk of adverse and unpredictable macro-economic conditions and risks related to closing the Acquisition and integration of the companies. All forward-looking statements in this Form 8-K are based on information available to Health Catalyst as of the date hereof, and Health Catalyst disclaims any obligation to update these forward-looking statements.

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.
** Incorporated by reference to Exhibit 10.18 to the Form S-1 filed June 27, 2019.
*** Incorporated by reference to Exhibit 10.1 to the Form 10-Q filed May 10, 2024.
# Indicates management contract or compensatory plan.


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: November 6, 2024By:/s/ Jason Alger
Jason Alger
Chief Financial Officer


Document

Exhibit 99.1
https://cdn.kscope.io/4d680f3cffdcc09dfb68412d344839da-healthcatalystlogo1aa.jpg

Health Catalyst Reports Third Quarter 2024 Results


SALT LAKE CITY, UT, November 6, 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 ended September 30, 2024.

“For the third quarter of 2024, I am pleased with our strong financial results, including total revenue of $76.4 million and Adjusted EBITDA of $7.3 million, with these results exceeding the mid-point of our quarterly guidance on each metric. This financial performance continues to demonstrate our ability to scale as we remain focused on driving profitable growth. We are encouraged with our bookings results through Q3 2024 and we are excited to continue this momentum in Q4,” said Dan Burton, CEO of Health Catalyst. “Additionally, we are happy to be in a position to raise our Adjusted EBITDA guidance by $1 million for 2024. This is a testament to our commitment to financial discipline, operating leverage, and profitable growth.”

Financial Highlights for the Three Months Ended September 30, 2024

Key Financial Metrics
Three Months Ended September 30,Year over Year Change
20242023
GAAP Financial Measures:
(in thousands, except percentages, unaudited)
Total revenue$76,353 $73,773 3%
Gross profit
$27,758 $25,339 10%
Gross margin
36 %34 %
Net loss$(14,726)$(22,032)33%
Non-GAAP Financial Measures:(1)
Adjusted Gross Profit
$36,289 $34,572 5%
Adjusted Gross Margin
48 %47 %
Adjusted EBITDA$7,295 $1,992 266%
________________________
(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.

Financial Outlook
Health Catalyst provides forward-looking guidance on total revenue, a GAAP measure, and Adjusted EBITDA, a non-GAAP measure.
For the fourth quarter of 2024, we expect:
Total revenue between $78.0 million and $84.0 million, and
Adjusted EBITDA between $6.8 million and $8.8 million
For the full year of 2024, we expect:
Total revenue between $305.0 million and $311.0 million, and
Adjusted EBITDA between $25.0 million and $27.0 million
We have not provided forward-looking guidance for net loss, the most directly comparable GAAP measure to Adjusted EBITDA, and therefore have not reconciled guidance for Adjusted EBITDA to 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

We will host a conference call to review the results today, Wednesday, November 6, 2024, at 4:30 p.m. E.T. The conference call can be accessed by dialing (800) 343-5172 for U.S. participants, or (203) 518-9856 for international participants, and referencing conference ID “HCATQ324.” 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 and is 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 the fourth quarter and full 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) the impact of the challenging macroeconomic environment (including high inflationary and/or high interest rate environments) on our business and results of operations; 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, 2024 expected to be filed with the SEC on or about November 6, 2024 and the Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on 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
September 30,
As of
December 31,
20242023
(unaudited)
Assets
Current assets:
Cash and cash equivalents$328,327 $106,276 
Short-term investments58,929 211,452 
Accounts receivable, net51,648 60,290 
Prepaid expenses and other assets18,510 15,379 
Total current assets457,414 393,397 
Property and equipment, net27,908 25,712 
Intangible assets, net76,463 73,384 
Operating lease right-of-use assets11,222 13,927 
Goodwill234,387 190,652 
Other assets5,656 4,742 
Total assets$813,050 $701,814 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable$14,278 $6,641 
Accrued liabilities23,548 23,282 
Deferred revenue52,202 55,753 
Operating lease liabilities3,329 3,358 
Current portion of long-term debt230,423 — 
Total current liabilities323,780 89,034 
Long-term debt, net of current portion114,611 228,034 
Deferred revenue, net of current portion258 77 
Operating lease liabilities, net of current portion15,969 17,676 
Other liabilities3,395 74 
Total liabilities458,013 334,895 
Stockholders’ equity:
Preferred stock, $0.001 par value per share; 25,000,000 shares authorized and no shares issued and outstanding as of September 30, 2024 and December 31, 2023
— — 
Common stock, $0.001 par value per share, and additional paid-in capital; 500,000,000 shares authorized as of September 30, 2024 and December 31, 2023; 60,847,658 and 58,295,491 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively
1,521,146 1,484,056 
Accumulated deficit(1,165,999)(1,117,170)
Accumulated other comprehensive income (loss)
(110)33 
Total stockholders’ equity355,037 366,919 
Total liabilities and stockholders’ equity
$813,050 $701,814 




Condensed Consolidated Statements of Operations
(in thousands, except per share data, unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in thousands)(in thousands)
Revenue:
Technology$48,653 $45,973 $143,254 $140,483 
Professional services27,700 27,800 83,724 80,371 
Total revenue76,353 73,773 226,978 220,854 
Cost of revenue, excluding depreciation and amortization:
Technology(1)(2)(3)
17,609 15,169 48,991 45,755 
Professional services(1)(2)(3)
24,704 26,618 71,899 73,774 
Total cost of revenue, excluding depreciation and amortization42,313 41,787 120,890 119,529 
Operating expenses:
Sales and marketing(1)(2)(3)
11,342 15,084 43,145 50,050 
Research and development(1)(2)(3)
14,193 17,667 42,948 52,339 
General and administrative(1)(2)(3)(4)(5)
12,209 13,625 41,136 61,129 
Depreciation and amortization9,983 10,190 31,165 31,919 
Total operating expenses47,727 56,566 158,394 195,437 
Loss from operations(13,687)(24,580)(52,306)(94,112)
Interest and other income (expense), net(1,514)2,607 3,185 6,490 
Loss before income taxes(15,201)(21,973)(49,121)(87,622)
Income tax provision (benefit)(475)59 (292)213 
Net loss$(14,726)$(22,032)$(48,829)$(87,835)
Net loss per share, basic and diluted
$(0.24)$(0.39)$(0.82)$(1.57)
Weighted-average shares outstanding used in calculating net loss per share, basic and diluted
60,441 56,711 59,449 56,062 
_______________
(1)Includes stock-based compensation expense as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Stock-Based Compensation Expense:(in thousands)(in thousands)
Cost of revenue, excluding depreciation and amortization:
Technology$450 $497 $1,206 $1,408 
Professional services1,601 1,927 4,282 5,682 
Sales and marketing2,555 5,149 8,997 16,049 
Research and development1,871 2,927 5,391 8,677 
General and administrative3,035 3,732 9,440 10,929 
Total$9,512 $14,232 $29,316 $42,745 




(2)    Includes acquisition-related costs (benefit), net, as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Acquisition-related costs (benefit), net:(in thousands)(in thousands)
Cost of revenue, excluding depreciation and amortization:
Technology$77 $66 $246 $208 
Professional services121 96 330 298 
Sales and marketing151 102 738 304 
Research and development183 198 612 587 
General and administrative955 1,664 3,805 1,705 
Total$1,487 $2,126 $5,731 $3,102 

(3)    Includes restructuring costs as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Restructuring costs:(in thousands)(in thousands)
Cost of revenue, excluding depreciation and amortization:
Technology$— $— $79 $12 
Professional services— — 181 434 
Sales and marketing— — 449 1,205 
Research and development— — 443 286 
General and administrative— — 936 118 
Total$— $— $2,088 $2,055 

(4)    Includes litigation costs as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Litigation costs:(in thousands)(in thousands)
Cost of revenue, excluding depreciation and amortization:
General and administrative$— $24 $— $21,279 
Total$— $24 $— $21,279 

(5)    Includes non-recurring lease-related charges as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Non-recurring lease-related charges:(in thousands)(in thousands)
General and administrative$— $— $2,200 $2,681 
Total$— $— $2,200 $2,681 






Condensed Consolidated Statements of Cash Flows
(in thousands, unaudited)
Nine Months Ended
September 30,
20242023
Cash flows from operating activities
Net loss$(48,829)$(87,835)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Stock-based compensation expense29,316 42,745 
Depreciation and amortization31,165 31,919 
Impairment of long-lived assets2,200 2,681 
Non-cash operating lease expense1,981 2,272 
Amortization of debt discount, issuance costs, and deferred financing costs2,078 1,132 
Investment discount and premium accretion(3,899)(6,816)
Provision for expected credit losses3,433 1,626 
Deferred tax provision (benefit)(517)
Change in fair value of contingent consideration liabilities(1,642)— 
Other87 101 
Change in operating assets and liabilities:
Accounts receivable, net6,304 259 
Prepaid expenses and other assets(617)385 
Accounts payable, accrued liabilities, and other liabilities4,810 1,847 
Deferred revenue(5,259)(1,688)
Operating lease liabilities(2,525)(2,673)
Net cash provided by (used in) operating activities18,086 (14,039)
Cash flows from investing activities
Proceeds from the sale and maturity of short-term investments206,488 256,101 
Purchase of short-term investments(50,197)(254,448)
Acquisition of businesses, net of cash acquired(54,889)— 
Capitalization of internal-use software(9,858)(9,331)
Purchase of intangible assets(504)(986)
Purchases of property and equipment(1,203)(981)
Proceeds from the sale of property and equipment10 21 
Net cash provided by (used in) investing activities89,847 (9,624)
Cash flows from financing activities
Proceeds from issuance of long-term debt, net of issuance costs115,472 — 
Payment of deferred financing costs(3,000)— 
Proceeds from employee stock purchase plan2,061 3,206 
Proceeds from exercise of stock options169 937 
Repurchase of common stock— (1,808)
Repayment of seller-financed debt(646)— 
Net cash provided by financing activities114,056 2,335 
Effect of exchange rate changes on cash and cash equivalents62 (13)
Net increase (decrease) in cash and cash equivalents222,051 (21,341)
Cash and cash equivalents at beginning of period106,276 116,312 
Cash and cash equivalents at end of period$328,327 $94,971 



Non-GAAP Financial Measures
To supplement our financial information presented in accordance with GAAP, we believe certain non-GAAP measures, including Adjusted Gross Profit, Adjusted Gross Margin, Adjusted EBITDA, Adjusted Net Income, and Adjusted Net Income 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 measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. 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
Gross profit is a GAAP financial measure that is calculated as revenue less cost of revenue, including depreciation and amortization of capitalized software development costs and acquired technology. We calculate gross margin as gross profit divided by our revenue. Adjusted Gross Profit is a non-GAAP financial measure that we define as gross profit, adjusted for (i) depreciation and amortization, (ii) stock-based compensation, (iii) acquisition-related costs, net, and (iv) 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, as well as 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.
We present both of these measures for our technology and professional services business. We believe these non-GAAP measures are useful in evaluating our operating performance compared to that of other companies in our industry, as these metrics generally eliminate the effects of certain items that may vary from company to company for reasons unrelated to overall profitability.





The following is a calculation of our gross profit and gross margin and a reconciliation of gross profit and gross margin to our Adjusted Gross Profit and Adjusted Gross Margin in total and for technology and professional services for the three months ended September 30, 2024 and 2023.

Three Months Ended September 30, 2024
(in thousands, except percentages)
TechnologyProfessional ServicesTotal
Revenue$48,653 $27,700 $76,353 
Cost of revenue, excluding depreciation and amortization(17,609)(24,704)(42,313)
Amortization of intangible assets, cost of revenue(3,741)— (3,741)
Depreciation of property and equipment, cost of revenue(2,541)— (2,541)
Gross profit
24,762 2,996 27,758 
Gross margin
51 %11 %36 %
Add:
Amortization of intangible assets, cost of revenue
3,741 — 3,741 
Depreciation of property and equipment, cost of revenue
2,541 — 2,541 
Stock-based compensation450 1,601 2,051 
Acquisition-related costs, net(1)
77 121 198 
Adjusted Gross Profit$31,571 $4,718 $36,289 
Adjusted Gross Margin65 %17 %48 %
___________________
(1)Acquisition-related costs, net include deferred retention expenses attributable to the Lumeon, Carevive, ARMUS, and KPI Ninja acquisitions.

Three Months Ended September 30, 2023
(in thousands, except percentages)
TechnologyProfessional ServicesTotal
Revenue$45,973 $27,800 $73,773 
Cost of revenue, excluding depreciation and amortization(15,169)(26,618)(41,787)
Amortization of intangible assets, cost of revenue(4,390)— (4,390)
Depreciation of property and equipment, cost of revenue(2,257)— (2,257)
Gross profit24,157 1,182 25,339 
Gross margin53 %%34 %
Add:
Amortization of intangible assets, cost of revenue4,390 — 4,390 
Depreciation of property and equipment, cost of revenue2,257 — 2,257 
Stock-based compensation497 1,927 2,424 
Acquisition-related costs, net(1)
66 96 162 
Adjusted Gross Profit$31,367 $3,205 $34,572 
Adjusted Gross Margin68 %12 %47 %
___________________
(1)Acquisition-related costs, net include deferred retention expenses attributable to the ARMUS and KPI Ninja acquisitions.





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, and (vi) litigation costs. 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 litigation costs allows for more meaningful comparisons between operating results from period to period as these are 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 months ended September 30, 2024 and 2023:
Three Months Ended
September 30,
20242023
(in thousands)
Net loss$(14,726)$(22,032)
Add:
Interest and other (income) expense, net1,514 (2,607)
Income tax provision (benefit)(475)59 
Depreciation and amortization9,983 10,190 
Stock-based compensation9,512 14,232 
Acquisition-related costs, net(1)
1,487 2,126 
Litigation costs(2)
— 24 
Adjusted EBITDA$7,295 $1,992 
__________________
(1)Acquisition-related costs, net include 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.
(2)Litigation costs include costs related to litigation that are outside the ordinary course of our business. For additional details, refer to Note 15 in our condensed consolidated financial statements.





Adjusted Net Income and Adjusted Net Income Per Share

Adjusted Net Income 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 change in fair value of contingent consideration liabilities, (iv) litigation costs, (v) non-recurring lease-related charges, and (vi) non-cash interest expense related to debt facilities. We believe Adjusted Net Income 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.

Three Months Ended
September 30,
20242023
Numerator:(in thousands, except share and per share amounts)
Net loss$(14,726)$(22,032)
Add:
Stock-based compensation
9,512 14,232 
Amortization of acquired intangibles6,839 7,063 
  Acquisition-related costs, net(1)
1,487 2,126 
Litigation costs(2)
— 24 
Non-recurring lease-related charges(3)
— — 
 Non-cash interest expense related to debt facilities 1,319 378 
Adjusted Net Income
$4,431 $1,791 
Denominator:
Weighted-average shares outstanding used in calculating net loss per share, basic and diluted, and Adjusted Net Income per share, basic
60,440,694 56,710,602 
Non-GAAP dilutive effect of stock-based awards
265,889 857,570 
Non-GAAP weighted-average shares outstanding used in calculating Adjusted Net Income per share, diluted
60,706,583 57,568,172 
Net loss per share, basic and diluted
$(0.24)$(0.39)
Adjusted Net Income per share, basic
$0.07 $0.03 
Adjusted Net Income per share, diluted
$0.07 $0.03 
______________
(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.
(2)Litigation costs include costs related to litigation that are outside the ordinary course of our business. For additional details, refer to Note 15 in our condensed consolidated financial statements.
(3)Non-recurring lease-related charges include the lease-related impairment charge related to our corporate office space designated for subleasing. For additional details, refer to Note 9 in our condensed consolidated financial statements.



Health Catalyst Investor Relations Contact:
Jack Knight
Vice President, Investor Relations
+1 (855)-309-6800
ir@healthcatalyst.com

Health Catalyst Media Contact:
Amanda Flanders
SVP, Marketing and Communications
media@healthcatalyst.com


hcat-q320248xkonepager
© Health Catalyst. • Health system operating margin improvement and stabilization compared to 2022 and most of 2023 continues to be a medium-term bookings tailwind • Client wins: CyncHealth, a new Ninja Universe Ignite client; OrthoNebraska, a new Ignite client; WISHIN, a Ninja Universe Ignite client expansion • Continued expectation of return to double-digit topline growth in 2025; as is always the case, Q4 is an important bookings quarter • Anticipate ~50% Adjusted EBITDA growth in 2025, even after increasing 2024 Adjusted EBITDA guidance • Signed definitive agreement to acquire Intraprise Health, a tech-enabled cybersecurity provider, for $43 million (with a combination of cash and equity); anticipate closing by the end of 2024, with immaterial near-term financial impact Health Catalyst Q3 2024 Financial Highlights & Key Themes • Q3 2024 Total Revenue: $76.4M; above guidance midpoint (range of $74.5M to $77.5M) • Q3 2024 Net Loss: $14.7M; no guidance was previously provided • Q3 2024 Adjusted EBITDA(1): $7.3M; above guidance midpoint (range of $6.0M to $8.0M) Q3 2024 Revenue, Net Loss, and Adjusted EBITDA 2024 Guidance and Forward-Looking Commentary • FY 2024 Total Revenue range updated to between $305M and $311M (no change to the midpoint compared to the prior expectations) • FY 2024 Adjusted EBITDA(2) range updated to between $25M and $27M, representing an increase of $1 million for both ends of the range • FY 2024 bookings expectations reiterated: low 20s net new Platform Subscription Clients(3) and 100% to 106% Dollar-Based Retention Rate Key Themes and Recent Wins Note: This summary 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 the fourth quarter and full year 2024. See press release dated November 6, 2024, furnished as Exhibit 99.1 on a Current Report on Form 8-K filed with the Securities and Exchange Commission on November 6, 2024, for additional information about our forward-looking statements. (1) See "Non-GAAP Financial Measures--Adjusted EBITDA" in the press release dated November 6, 2024, furnished as Exhibit 99.1 on a Current Report on Form 8-K filed with the Securities and Exchange Commission on November 6, 2024. (2) We have not reconciled guidance for Adjusted EBITDA to net loss, the most directly comparable measure calculated in accordance with GAAP, 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. (3) Platform Subscription Clients (previously referred to as DOS Subscription Clients) include clients who directly or indirectly access our DOS platform or Health Catalyst Ignite via a technology subscription contract. Indirect access may include platform module components such as Healthcare.AI, Pop Analyzer, IDEA, and other platform components.


 
Document
Exhibit 99.3
Health Catalyst Signs Definitive Agreement to Acquire Top-Rated Cybersecurity Provider, Intraprise Health
Salt Lake City, Utah – November 6, 2024 – Health Catalyst, Inc. (“Health Catalyst,” Nasdaq: HCAT), a leading provider of data and analytics technology and services to healthcare organizations, today announced it has signed a definitive agreement to acquire Intraprise Health, LLC (“Intraprise”), a tech-enabled cybersecurity provider offering an end-to-end cybersecurity risk management platform and services to protect its clients from cyberattacks and manage follow-on liability in the event of an incident. Health Catalyst anticipates the acquisition will close in the fourth quarter of 2024.

Intraprise is a leading healthcare cybersecurity company with the highest rating among cybersecurity products and service companies, as shown in KLAS Research’s 2024 Cybersecurity Survey. Together with Health Catalyst, the combined security compliance expertise will offer a broader set of capabilities to help solve Health Catalyst’s clients’ most pressing data and improvement challenges related to information security and risk management. The resulting solution, solely dedicated to healthcare, will enable healthcare leaders to swiftly adopt accurate evaluation, remediation, and response strategies for escalating cyber threats through cyber resilience programs.

Health Catalyst also anticipates that Intraprise will enhance Health Catalyst's offerings by advancing information security strategy and risk data management to incorporate industry security standards and protocols. Health Catalyst expects that this will enable benchmarking that supports comparisons and drives transformational change in healthcare toward effective, best practice-based security standards.

Health Catalyst CEO Dan Burton said, “Cybersecurity is a critically important area for our clients. The addition of Intraprise to Health Catalyst’s existing portfolio of data-driven improvement offerings will help us fortify the support we provide healthcare leaders, specifically addressing the costs associated with risk management at the enterprise level and enhancing analytic capabilities to power more meaningful security insights.”

Intraprise CEO George Pappas said, “Health Catalyst’s next-generation healthcare data and analytics ecosystem, Health Catalyst Ignite™, is well positioned to help power additional foundational capabilities within our offerings. The ecosystem’s key efficiency in data gathering across the enterprise complements our solution to monitor the effectiveness of operational security controls and programs. Together, we can offer further security measures and help our clients realize data-informed improvement in their cybersecurity posture.”

“We’re excited for the meaningful healthcare transformation that can be realized by pairing Intraprise’s AI-powered cybersecurity prowess with the foundation of the Ignite ecosystem. As we support our clients’ fundamental data management and data governance tasks through Ignite, folding in Intraprise’s generative AI to help address complex and evolving third-party risks will have a significant impact on their data-driven efforts, optimizing decision-making and, ultimately, improving healthcare outcomes,” said Health Catalyst Chief Product Officer and Chief Technology Officer Dave Ross.

Health Catalyst funded the transaction with a mix of cash and stock. Additional details regarding the acquisition were included in Health Catalyst’s Form 8-K filed with the Securities and Exchange Commission (“SEC”) on November 6, 2024.



Exhibit 99.3
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.

About Intraprise Health
Intraprise Health is the leading compliance and cybersecurity organization that provides a holistic visualization of compliance and security posture for healthcare. Intraprise’s comprehensive services, backed by automation, rapidly integrate into native environments, yielding a comprehensive view of risk–spanning adherence to compliance frameworks, cybersecurity vulnerabilities, and third-party risk.

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 Health Catalyst’s ability to close and the timing of the closing of the acquisition of Intraprise, its integration with Health Catalyst, and the benefits derived therefrom. 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 actual results to differ materially from Health Catalyst’s expectations, plans and prospects, including the benefits that will be derived from this transaction, include without limitation, the risk of adverse and unpredictable macro-economic conditions and risks related to closing the acquisition and integration of Intraprise. For a detailed discussion of the risk factors that could affect Health Catalyst’s actual results, please refer to the risk factors identified in Health Catalyst’s SEC reports, including, but not limited to, the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024, filed with the SEC on November 6, 2024 and the Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 22, 2024. All information provided in this release and in the attachments is as of the date hereof, and Health Catalyst undertakes no duty to update or revise this information unless required by law.
Media Contact:
Amanda Flanders
Senior Vice President of Marketing and Communications
media@healthcatalyst.com



Document
Exhibit 99.4
Nationally Recognized Healthcare Executive Dr. Jill Hoggard Green Joins Health Catalyst Board of Directors

Salt Lake City, Utah – November 6, 2024
 – Health Catalyst, Inc. (“Health Catalyst,” Nasdaq: HCAT), a leading provider of data and analytics technology and services to healthcare organizations, today announced that Jill Hoggard Green, RN, BSN, MS, PhD, FAAN, former Chief Executive Officer of The Queen’s Health Systems, has been appointed to serve as a member of Health Catalyst’s board of directors (“Board”) and a member of its Compensation Committee, effective December 1, 2024.

“Jill has been an extraordinary leader throughout her career. With an impressive tenure in healthcare leadership and a distinguished record of national accolades, she brings profound expertise that will be invaluable as we continue our mission to support healthcare organizations in delivering data-informed healthcare improvement,” said Dan Burton, CEO of Health Catalyst. “We are honored and excited for Jill to join our Board of Directors and anticipate her contributions will be significant and impactful over the months and years to come.”

Dr. Hoggard Green is a nationally acclaimed and highly respected healthcare leader with 39 years of experience. She was recognized as one of Modern Healthcare’s Top 25 Chief Operating Officers (2018) and Becker’s Top 130 Women Leaders in Healthcare (2016-2018). Before joining The Queen’s Health Systems as CEO in 2019, Dr. Hoggard Green served as president of Mission Hospital and served as COO of Mission Health in Asheville, North Carolina, from 2011 until it was acquired by HCA Healthcare in February 2019.

Prior to Mission Health, Dr. Hoggard Green served as COO of the Oregon Region of Peace Health. She also spent more than 15 years at Intermountain Healthcare in Salt Lake City, Utah, a nationally recognized, vertically integrated not-for-profit health system. A registered nurse whose career includes work with oncology, bone marrow transplant units, and hospice programs at leading hospitals, ambulatory, and home health services in Utah, Oregon, and North Carolina, she has dedicated her life to improving patient care.

“I am deeply honored and delighted to join Health Catalyst’s Board of Directors and excited to support the excellent healthcare improvements Health Catalyst achieves. This appointment resonates deeply with my longstanding commitment and passion for advancing patient care. I am grateful to be joining a team solely dedicated to empowering health systems, and I look forward to contributing my experience to help drive meaningful, measurable results for our clients and the communities they serve,” said Dr. Hoggard Green.

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.

Media Contact:

Amanda Flanders
Senior Vice President of Marketing and Communications
media@healthcatalyst.com