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 9, 2021
__________________________________________________________
(Exact name of registrant as specified in its charter)
________________________________________________________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices, including zip code)
(801 ) 708-6800
(Registrant’s telephone number, including area code)
(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:
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||||||||||||
________________________________________________________
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 9, 2021 , Health Catalyst, Inc. (the Company) issued a press release relating to its financial results for the quarter ended September 30, 2021. A copy of the press release, which is incorporated by reference herein, is attached hereto as Exhibit 99.1.
The foregoing information (including the exhibit 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, 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 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 104 | Cover 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: | By: | /s/ Bryan Hunt | ||||||
| Bryan Hunt | ||||||||
| Chief Financial Officer | ||||||||
Exhibit 99.1
Health Catalyst Reports Third Quarter 2021 Results
SALT LAKE CITY, UT, November 9, 2021 — 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, 2021.
“In the third quarter of 2021, I am pleased to share that we achieved strong performance across our business, including exceeding the mid-point of our quarterly guidance for both revenue and Adjusted EBITDA,” said Dan Burton, CEO of Health Catalyst. “In addition to this financial and operational execution, we held our eighth annual Healthcare Analytics Summit conference in September, hosting more than 3,000 registrants representing more than 675 organizations and 18 countries. This year’s Summit was an important opportunity for Health Catalyst to continue to provide thought leadership within the healthcare data and analytics ecosystem, while further cultivating and deepening our relationships with customers and prospects.”
Financial Highlights for the Three Months Ended September 30, 2021
Key Financial Metrics
_____________________
| Three Months Ended September 30, | Year over Year Change | ||||||||||||||||
| 2021 | 2020 | ||||||||||||||||
| GAAP Financial Data: | (in thousands, except percentages, unaudited) | ||||||||||||||||
| Technology revenue | $ | 38,262 | $ | 27,964 | 37% | ||||||||||||
| Professional services revenue | $ | 23,475 | $ | 19,227 | 22% | ||||||||||||
| Total revenue | $ | 61,737 | $ | 47,191 | 31% | ||||||||||||
| Loss from operations | $ | (42,249) | $ | (23,458) | (80)% | ||||||||||||
| Net loss | $ | (40,014) | $ | (27,326) | (46)% | ||||||||||||
Other Non-GAAP Financial Data:(1) | |||||||||||||||||
| Adjusted Technology Gross Profit | $ | 26,731 | $ | 19,115 | 40% | ||||||||||||
| Adjusted Technology Gross Margin | 70 | % | 68 | % | |||||||||||||
| Adjusted Professional Services Gross Profit | $ | 4,696 | $ | 4,823 | (3)% | ||||||||||||
| Adjusted Professional Services Gross Margin | 20 | % | 25 | % | |||||||||||||
| Total Adjusted Gross Profit | $ | 31,427 | $ | 23,938 | 31% | ||||||||||||
| Total Adjusted Gross Margin | 51 | % | 51 | % | |||||||||||||
| Adjusted EBITDA | $ | (5,794) | $ | (6,434) | 10% | ||||||||||||
(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 2021, we expect:
•Total revenue between $61.4 million and $64.4 million, and
•Adjusted EBITDA between $(7.5) million and $(5.5) million
For the full year of 2021, we expect:
•Total revenue between $238.6 million and $241.6 million, and
•Adjusted EBITDA between $(12.5) million and $(10.5) 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 predicted.
Quarterly Conference Call Details
The company will host a conference call to review the results today, Thursday, November 9, 2021, at 5:00 p.m. E.T. The conference call can be accessed by dialing 1-877-295-1104 for U.S. participants, or 1-470-495-9486 for international participants, and referencing participant code 9356638. 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 customers 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
Health Catalyst intends to use its Investor Relations website as a means of disclosing material non-public information and for complying with its 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, the impact of COVID-19 on our business and results of operations and our financial outlook for Q4 and fiscal year 2021. 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 customers or partners; (v) the impact of COVID-19 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 Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on or about February 25, 2021 and the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021 expected to be filed with the SEC on or about November 9, 2021. 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, | ||||||||||
| 2021 | 2020 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 275,765 | $ | 91,954 | |||||||
| Short-term investments | 179,420 | 178,917 | |||||||||
| Accounts receivable, net | 47,681 | 48,296 | |||||||||
| Prepaid expenses and other assets | 12,471 | 10,632 | |||||||||
| Total current assets | 515,337 | 329,799 | |||||||||
| Property and equipment, net | 20,999 | 12,863 | |||||||||
| Intangible assets, net | 113,590 | 98,921 | |||||||||
| Operating lease right-of-use assets | 21,649 | 24,729 | |||||||||
| Goodwill | 169,659 | 107,822 | |||||||||
| Other assets | 4,279 | 3,606 | |||||||||
| Total assets | $ | 845,513 | $ | 577,740 | |||||||
Liabilities and stockholders’ equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 4,771 | $ | 5,332 | |||||||
| Accrued liabilities | 20,523 | 16,510 | |||||||||
| Acquisition-related consideration payable | — | 2,000 | |||||||||
| Deferred revenue | 55,332 | 47,145 | |||||||||
| Operating lease liabilities | 2,299 | 2,622 | |||||||||
| Contingent consideration liabilities | 2,601 | 14,427 | |||||||||
| Convertible senior notes, net | 177,837 | — | |||||||||
| Total current liabilities | 263,363 | 88,036 | |||||||||
| Convertible senior notes, net | — | 168,994 | |||||||||
| Deferred revenue, net of current portion | 1,131 | 1,878 | |||||||||
| Operating lease liabilities, net of current portion | 21,947 | 23,669 | |||||||||
| Contingent consideration liabilities, net of current portion | 7,632 | 16,837 | |||||||||
| Other liabilities | 2,234 | 2,227 | |||||||||
| Total liabilities | 296,307 | 301,641 | |||||||||
| Commitments and contingencies | |||||||||||
| Stockholders’ equity: | |||||||||||
Common stock, $0.001 par value; 51,863,870 and 43,376,848 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 52 | 43 | |||||||||
| Additional paid-in capital | 1,379,032 | 1,001,645 | |||||||||
| Accumulated deficit | (829,868) | (725,650) | |||||||||
| Accumulated other comprehensive (loss) income | (10) | 61 | |||||||||
| Total stockholders' equity | 549,206 | 276,099 | |||||||||
| Total liabilities and stockholders’ equity | $ | 845,513 | $ | 577,740 | |||||||
Condensed Consolidated Statements of Operations
(in thousands, except per share data, unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Technology | $ | 38,262 | $ | 27,964 | $ | 107,630 | $ | 78,150 | |||||||||||||||
| Professional services | 23,475 | 19,227 | 69,580 | 57,416 | |||||||||||||||||||
| Total revenue | 61,737 | 47,191 | 177,210 | 135,566 | |||||||||||||||||||
Cost of revenue, excluding depreciation and amortization: | |||||||||||||||||||||||
Technology(1)(2) | 12,094 | 9,045 | 34,766 | 25,148 | |||||||||||||||||||
Professional services(1)(2) | 20,992 | 15,307 | 55,711 | 46,401 | |||||||||||||||||||
Total cost of revenue, excluding depreciation and amortization | 33,086 | 24,352 | 90,477 | 71,549 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
Sales and marketing(1)(2) | 20,808 | 14,629 | 53,164 | 40,618 | |||||||||||||||||||
Research and development(1)(2) | 16,385 | 13,390 | 45,254 | 38,539 | |||||||||||||||||||
General and administrative(1)(2)(3) | 23,056 | 13,297 | 60,596 | 31,111 | |||||||||||||||||||
| Depreciation and amortization | 10,651 | 4,981 | 26,604 | 10,952 | |||||||||||||||||||
| Total operating expenses | 70,900 | 46,297 | 185,618 | 121,220 | |||||||||||||||||||
| Loss from operations | (42,249) | (23,458) | (98,885) | (57,203) | |||||||||||||||||||
| Loss on extinguishment of debt | — | — | — | (8,514) | |||||||||||||||||||
| Interest and other expense, net | (4,423) | (3,854) | (12,082) | (7,500) | |||||||||||||||||||
| Loss before income taxes | (46,672) | (27,312) | (110,967) | (73,217) | |||||||||||||||||||
Income tax provision (benefit)(2) | (6,658) | 14 | (6,749) | (1,218) | |||||||||||||||||||
| Net loss | $ | (40,014) | $ | (27,326) | $ | (104,218) | $ | (71,999) | |||||||||||||||
| Net loss per share, basic and diluted | $ | (0.82) | $ | (0.68) | $ | (2.27) | $ | (1.87) | |||||||||||||||
| Weighted-average shares outstanding used in calculating net loss per share, basic and diluted | 48,999 | 40,292 | 45,937 | 38,517 | |||||||||||||||||||
Adjusted net loss(4) | $ | (9,048) | $ | (8,287) | (11,802) | (20,110) | |||||||||||||||||
Adjusted net loss per share, basic and diluted(4) | $ | (0.18) | $ | (0.21) | $ | (0.26) | $ | (0.52) | |||||||||||||||
______________________
(1)Includes stock-based compensation expense as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Stock-Based Compensation Expense: | (in thousands) | (in thousands) | |||||||||||||||||||||
Cost of revenue, excluding depreciation and amortization: | |||||||||||||||||||||||
| Technology | $ | 533 | $ | 196 | $ | 1,481 | $ | 575 | |||||||||||||||
| Professional services | 2,149 | 903 | 5,866 | 2,609 | |||||||||||||||||||
| Sales and marketing | 6,098 | 3,233 | 16,848 | 9,724 | |||||||||||||||||||
| Research and development | 2,510 | 2,025 | 7,443 | 5,987 | |||||||||||||||||||
| General and administrative | 6,197 | 3,139 | 17,086 | 8,388 | |||||||||||||||||||
| Total | $ | 17,487 | $ | 9,496 | $ | 48,724 | $ | 27,283 | |||||||||||||||
(2) Includes acquisition-related costs (benefit), net as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Acquisition-related costs (benefit), net: | (in thousands) | (in thousands) | |||||||||||||||||||||
| Cost of revenue, excluding depreciation and amortization: | |||||||||||||||||||||||
| Technology | $ | 30 | $ | — | $ | 30 | $ | — | |||||||||||||||
| Professional services | 64 | — | 64 | — | |||||||||||||||||||
| Sales and marketing | 296 | — | 296 | — | |||||||||||||||||||
| Research and development | 455 | — | 455 | — | |||||||||||||||||||
| General and administrative | 5,672 | 1,963 | 15,942 | 1,666 | |||||||||||||||||||
| Income tax provision (benefit) | (6,829) | — | (6,829) | — | |||||||||||||||||||
| Total | $ | (312) | $ | 1,963 | $ | 9,958 | $ | 1,666 | |||||||||||||||
(3) Includes non-recurring lease-related charges, as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Non-recurring lease-related charges | (in thousands) | (in thousands) | |||||||||||||||||||||
| General and administrative | $ | 1,800 | $ | 584 | $ | 1,800 | $ | 709 | |||||||||||||||
(4) Includes non-GAAP adjustments to net loss. Refer to the "Non-GAAP Financial Measures—Adjusted Net Loss Per Share" section below for further details.
Condensed Consolidated Statements of Cash Flows
(in thousands, unaudited)
| Nine Months Ended September 30, | |||||||||||
| Cash flows from operating activities | 2021 | 2020 | |||||||||
| Net loss | $ | (104,218) | $ | (71,999) | |||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Depreciation and amortization | 26,604 | 10,952 | |||||||||
| Loss on extinguishment of debt | — | 8,514 | |||||||||
| Amortization of debt discount and issuance costs | 8,843 | 5,260 | |||||||||
| Impairment of lease-related assets | 1,800 | — | |||||||||
| Non-cash operating lease expense | 3,165 | 2,865 | |||||||||
| Investment discount and premium amortization | 678 | 854 | |||||||||
| Provision for expected credit losses | 698 | 822 | |||||||||
| Stock-based compensation expense | 48,724 | 27,283 | |||||||||
| Deferred tax benefit | (6,823) | (1,280) | |||||||||
| Change in fair value of contingent consideration liabilities | 13,655 | (1,004) | |||||||||
| Settlement of acquisition-related contingent consideration | (11,766) | — | |||||||||
| Other | (17) | 85 | |||||||||
| Change in operating assets and liabilities: | |||||||||||
| Accounts receivable, net | 1,021 | (4,450) | |||||||||
| Prepaid expenses and other assets | (2,131) | (2,937) | |||||||||
Accounts payable, accrued liabilities, and other liabilities | 3,281 | 6,567 | |||||||||
| Deferred revenue | 6,540 | (838) | |||||||||
| Operating lease liabilities | (3,402) | (2,701) | |||||||||
| Net cash used in operating activities | (13,348) | (22,007) | |||||||||
| Cash flows from investing activities | |||||||||||
| Purchase of short-term investments | (188,407) | (163,346) | |||||||||
Proceeds from the sale and maturity of short-term investments | 186,893 | 208,467 | |||||||||
| Acquisition of businesses, net of cash acquired | (46,763) | (102,471) | |||||||||
Purchase of property and equipment | (9,827) | (1,320) | |||||||||
| Capitalization of internal use software | (3,641) | (751) | |||||||||
| Purchase of intangible assets | (1,269) | (1,249) | |||||||||
| Proceeds from sale of property and equipment | 19 | 10 | |||||||||
| Net cash used in investing activities | (62,995) | (60,660) | |||||||||
| Cash flows from financing activities | |||||||||||
| Proceeds from public offering, net of discounts, commissions, and offering costs | 245,180 | — | |||||||||
Proceeds from convertible note securities, net of issuance costs | — | 222,482 | |||||||||
| Purchase of capped calls concurrent with issuance of convertible senior notes | — | (21,743) | |||||||||
| Repayment of credit facilities | — | (57,043) | |||||||||
| Proceeds from exercise of stock options | 17,303 | 29,393 | |||||||||
| Proceeds from employee stock purchase plan | 3,975 | 3,528 | |||||||||
| Payments of acquisition-related consideration | (6,290) | (748) | |||||||||
| Net cash provided by financing activities | 260,168 | 175,869 | |||||||||
| Effect of exchange rate on cash and cash equivalents | (14) | 5 | |||||||||
| Net increase in cash and cash equivalents | 183,811 | 93,207 | |||||||||
| Cash and cash equivalents at beginning of period | 91,954 | 18,032 | |||||||||
| Cash and cash equivalents at end of period | $ | 275,765 | $ | 111,239 | |||||||
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 Loss, and Adjusted Net 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 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, stock-based compensation, and acquisition-related costs, net. 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 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 months ended September 30, 2021 and 2020:
| Three Months Ended September 30, 2021 | |||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||
| Technology | Professional Services | Total | |||||||||||||||
| Revenue | $ | 38,262 | $ | 23,475 | $ | 61,737 | |||||||||||
| Cost of revenue, excluding depreciation and amortization | (12,094) | (20,992) | (33,086) | ||||||||||||||
| Gross profit, excluding depreciation and amortization | 26,168 | 2,483 | 28,651 | ||||||||||||||
| Add: | |||||||||||||||||
| Stock-based compensation | 533 | 2,149 | 2,682 | ||||||||||||||
Acquisition-related costs, net(1) | 30 | 64 | 94 | ||||||||||||||
| Adjusted Gross Profit | $ | 26,731 | $ | 4,696 | $ | 31,427 | |||||||||||
| Gross margin, excluding depreciation and amortization | 68 | % | 11 | % | 46 | % | |||||||||||
| Adjusted Gross Margin | 70 | % | 20 | % | 51 | % | |||||||||||
(1) Acquisition-related costs, net impacting Adjusted Gross Profit includes deferred retention payments and post-acquisition restructuring costs incurred as part of business combinations. For additional details refer to Note 2 in our condensed consolidated financial statements.
| Three Months Ended September 30, 2020 | |||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||
| Technology | Professional Services | Total | |||||||||||||||
| Revenue | $ | 27,964 | $ | 19,227 | $ | 47,191 | |||||||||||
| Cost of revenue, excluding depreciation and amortization | (9,045) | (15,307) | (24,352) | ||||||||||||||
| Gross profit, excluding depreciation and amortization | 18,919 | 3,920 | 22,839 | ||||||||||||||
| Add: | |||||||||||||||||
| Stock-based compensation | 196 | 903 | 1,099 | ||||||||||||||
| Adjusted Gross Profit | $ | 19,115 | $ | 4,823 | $ | 23,938 | |||||||||||
| Gross margin, excluding depreciation and amortization | 68 | % | 20 | % | 48 | % | |||||||||||
| Adjusted Gross Margin | 68 | % | 25 | % | 51 | % | |||||||||||
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure that we define as net loss adjusted for (i) interest and other expense, net, (ii) income tax (benefit) provision, (iii) depreciation and amortization, (iv) stock-based compensation, (v) acquisition-related costs, net, including the change in fair value of contingent consideration liabilities, and (vi) 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 Adjusted EBITDA 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 EBITDA, for the three months ended September 30, 2021 and 2020:
| Three Months Ended September 30, | |||||||||||
| 2021 | 2020 | ||||||||||
| (in thousands) | |||||||||||
| Net loss | $ | (40,014) | $ | (27,326) | |||||||
| Add: | |||||||||||
| Interest and other expense, net | 4,423 | 3,854 | |||||||||
| Income tax (benefit) provision | (6,658) | 14 | |||||||||
| Depreciation and amortization | 10,651 | 4,981 | |||||||||
| Stock-based compensation | 17,487 | 9,496 | |||||||||
Acquisition-related costs, net(1) | 6,517 | 1,963 | |||||||||
Non-recurring lease-related charges(2) | 1,800 | 584 | |||||||||
| Adjusted EBITDA | $ | (5,794) | $ | (6,434) | |||||||
________________________________
(1) Acquisition-related costs, net impacting Adjusted EBITDA includes legal, due diligence, accounting, consulting fees, deferred retention payments, and 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 Note 2 in our condensed consolidated financial statements.
(2) Includes the lease-related impairment charge for the subleased portion of our corporate headquarters and duplicate rent expense incurred during the relocation of our corporate headquarters.
Adjusted Net Loss Per Share
Adjusted Net 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) loss on extinguishment of debt, (iv) acquisition-related costs (benefit), net, including the change in fair value of contingent consideration liabilities and the deferred tax valuation allowance release from the acquisition of Twistle, (v) non-cash interest expense related to our convertible senior notes, and (vi) non-recurring lease-related charges. We believe Adjusted Net 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.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Numerator: | (in thousands, except share and per share amounts) | ||||||||||||||||||||||
| Net loss | $ | (40,014) | $ | (27,326) | $ | (104,218) | $ | (71,999) | |||||||||||||||
Add: | |||||||||||||||||||||||
Stock-based compensation | 17,487 | 9,496 | 48,724 | 27,283 | |||||||||||||||||||
Amortization of acquired intangibles | 8,965 | 4,276 | 23,091 | 8,786 | |||||||||||||||||||
Loss on extinguishment of debt | — | — | — | 8,514 | |||||||||||||||||||
Acquisition-related costs (benefit), net(1) | (312) | 1,963 | 9,958 | 1,666 | |||||||||||||||||||
Non-cash interest expense related to convertible senior notes | 3,026 | 2,720 | 8,843 | 4,931 | |||||||||||||||||||
Non-recurring lease-related charges(2) | 1,800 | 584 | 1,800 | 709 | |||||||||||||||||||
Adjusted Net Loss | $ | (9,048) | $ | (8,287) | $ | (11,802) | $ | (20,110) | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Weighted-average number of shares used in calculating net loss, basic and diluted | 48,998,548 | 40,292,380 | 45,937,227 | 38,517,272 | |||||||||||||||||||
| Adjusted Net Loss per share, basic and diluted | $ | (0.18) | $ | (0.21) | $ | (0.26) | $ | (0.52) | |||||||||||||||
(1) Acquisition-related costs (benefit), net impacting Adjusted Net Loss includes legal, due diligence, accounting, consulting fees, deferred retention payments, and 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 the acquisition of Twistle. For additional details refer to Notes 2 and 13 in our condensed consolidated financial statements.
(2) Includes the lease-related impairment charge for the subleased portion of our corporate headquarters and duplicate rent expense incurred during the relocation of our corporate headquarters.
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:
Amanda Hundt
Vice President, Corporate Communications
amanda.hundt@healthcatalyst.com
+1 (575) 491-0974