Thank you for standing by. My name is Kayla Baker, and I will be your conference Operator today. At this time, I would like to welcome everyone to the Talkspace Third Quarter 2023 Earnings Conference Call. [Operator Instructions] I would now like to turn it over to Director of Communications, Jeannine Feyen. You may begin.

Good morning, and welcome to Talkspace's Earnings Conference Call for the Third Quarter of 2023. I am Jeannine Feyen, Director of Communications. I hope you've had the opportunity to access the press release we posted on Talkspace's IR website and the presentation of our earnings results. We'll use the presentation to walk you through today's remarks. Leading today's call are our CEO, Dr. Jon Cohen; and our CFO, Jennifer Fulk. Management will offer their prepared remarks, and we'll then take your questions. Certain measures we'll discuss on this call are expressed on a non-GAAP basis and have been adjusted to exclude the impact of one-off items. Reconciliations of these non-GAAP measures are included in our earnings release and on our website, talkspace.com. I also want to remind you that we will be discussing forward-looking information today, which may include forecasts, targets and other statements regarding our plans, goals, strategic priorities and anticipated financial results. While these statements represent our best current judgment about future results and performance as of today, our actual results are subject to many risks and uncertainties that could cause actual results to differ materially from what we expect. Important factors that may affect our future results are described in our most recent SEC reports and today's earnings press release. For more information, please review our safe harbor disclaimer on Slide 2. Now I will turn it over to Dr. Jon Cohen.

Thanks, Jeannine, and thank you all for joining us today. I am pleased to report that Talkspace had another strong quarter as we continue to execute on our strategic initiatives and path to profitability. Before I begin, I'd like to acknowledge that November is Men's Health Awareness Month, also known as Movember. This initiative holds significant importance to Talkspace as we advocate for mental health, a topic that often face a stigma among men. We are proud to play an active role in promoting and encouraging men to reach out for the help that they need. We are still a long way from achieving mental health parity, but campaigns help to shed light on this important group. If you happen to be in Times Square this week, look for our compelling campaign on Nasdaq's billboards featuring Michael Phelps, a long-time advocate for mental health awareness for everyone. The message is clear: check in on men. It's more than a slogan, it's a call to action intended to include men in the mental health conversation. Movember builds on our recent mental health awareness campaigns that bring these important issues to the forefront, including World Mental Health Day in October and recent news that a bipartisan group of senators have actually crossed the aisle to form a mental health caucus. These events demonstrate how mental health is increasingly recognized as a topic that impacts on everyone and follows the results of our new normalization survey that I discussed on our last earnings call, which found that almost everyone now shares their experience with therapy with their friends and families. And while we continue to grow and improve our platform and services, we continue to receive strong praise from the industry. Most recently, we were honored that Verywell Mind named Talkspace as the…

Thank you, Jon, and good morning, everyone. We are pleased with the results that we delivered in the third quarter as strong execution across our company priorities continue to translate in our financial results. My comments today will be based primarily on the third quarter results on a sequential quarter-over-quarter basis, unless otherwise noted. I will cover highlights from our financial results and then give more details on our outlook. Starting on Slide 5. Total revenue for the third quarter was $38.6 million, an 8% increase over the second quarter and a 32% increase from a year ago. B2B payer revenue maintained strong growth with an increase of 19% sequentially to $22.1 million, with session volume growth of 14% and net price growth of 5%. Sessions completed by behavioral health and EAP members grew to over 228,000. This continued strong growth was driven by an increase in capture rates, both from the covered lives we added early in the second quarter as well as additional capture rate of existing covered lives. We also expanded session utilization by members on the platform, driven by product enhancements supporting both the provider as well as the member experience. Covered lives grew 31% year-over-year and 3% quarter-over-quarter to 113 million. As Jon noted, we anticipate adding approximately 15 million more covered lives in the next few weeks. Expanding our coverage further will help support momentum and volume growth as we go into next year. Turning to net price growth of 5%, this was driven primarily by further improvement in our collections as our revenue cycle management team continue to find opportunities to drive higher collections rates. The Q3 results include a onetime benefit of $400,000 related to Q2 and prior period collections. We are very pleased with the strong execution of the team on…

[Operator Instructions] Our first question comes from the line of Charles Rhyee with TD Cowen. Your line is open.

Hi, this is Lucas on for Charles. Thanks for taking the questions. Looking at your updated 2023 guidance, it implies that you're going to see flat revenue growth in 4Q sequentially and then no improvement in adjusted EBITDA in the fourth quarter as well at the low end of your adjusted EBITDA guidance range. Given that we're going to see the launch of about 15 million lives in the EAP business over the next few weeks, I guess the likelihood of realizing your adjusted EBITDA breakeven target this year is a possibility. So, I guess I kind of want to hear your thoughts on how we should think about that. And then I guess looking out into 2024, I understand you guys aren't giving guidance on that yet, but maybe how should we think about it qualitatively seeing growth in both the DTE and EAP businesses?

Thanks, Lucas, for the question. So maybe I'll answer both questions by recapping some of the comments we made earlier. So, on the fourth quarter, that is correct. So, I mentioned on the revenue line, we anticipate similar trends that we had last year in volumes, and that's related to both supply from our therapists around the holidays as well as demand. So, we saw a slowing of growth. We still had growth in the fourth quarter of last year. We anticipate the same thing this year. The new launches that we referred to over the next few weeks, specifically on the covered lives, as you know, as we add covered lives, that doesn't lead to immediate incremental revenue. It's the pull-through to capture rate that translates into revenue. And with the launch late in the year and going into that holiday, the holidays that I mentioned before, this is -- these are the reasons we anticipate minimal impact on our revenue line for this year, but that having a larger impact as we start 2024. So that's on the revenue line. On adjusted EBITDA, so I mentioned earlier, specifically the impact is we ensure we've got capacity and operations in place to launch both the new DTE accounts as well as the payer lives. We anticipate there could be that impact on adjusted EBITDA. That's what's anticipated in our outlook for the fourth quarter. But as we go into next year, of course, we see these as being beneficial both on the top line and on adjusted EBITDA.

Okay, thanks. And then I also want to ask about the opportunity you guys have with school systems. Obviously, a great opportunity to serve an underserved population. But you mentioned $500 million in TAM. Can you just share a little bit about what makes this market an attractive one for Talkspace?

Sure. So, thanks. It's Jon. The -- if you look at the DTE, the direct-to-enterprise, we serve employers, both large and small. We serve colleges and universities, some cities. And then as we've stated, the 13-plus, usually 13- through 17-year-old population. The reason that's so important, a variety of reasons. One is, as you probably know, the -- there's just an incredible need in that population, given everything that's going on with students. There's not a day that doesn't go by that you don't hear something else about what's going on in that population. We think it's a really important opportunity for us because, first off, the Talkspace platform is very amenable to students because of the texting and messaging platform that we have and developed. So that's a great way to actually be in contact with students. It is available essentially 24/7. We call it asynchronous. Obviously, the therapist doesn't immediately get back to everybody instantaneously, but the ability to text and message pretty much any time makes it a really, really viable solution for students. Given what's going on in the schools and/or that population, we know that it is a very, very large opportunity. There's roughly 25 million high school students in the country, so you could do the math about what that represents on a per student per month fee. So, the $500 million number actually is probably relatively conservative in the big picture. And as you heard me in the comments, we will make some announcements within the next couple of weeks about some of those opportunities.

[Operator Instructions] Your next question comes from the line of Ryan Daniels with William Blair. Your line is open.

Hey, guys. This is Jack Senft on for Ryan Daniels. First, a similar question to the one that was asked before, but I'll ask it in a different way. Just in terms of general demand clinician capacity, 2022 was somewhat of a pivotal year for you guys going away from DTC. Kind of how should we think about growth into 2024 besides the covered lives you already noted that will be onboarded shortly? I know you're not guiding for 2024 specifically, but in terms of general demand trends with the selling season, just kind of what are you seeing on that front and how that translates into top line visibility? Are you assuming additional covered lives in quarter one to be on-boarded? Or just kind of generally, what's your visibility there?

So, we've told people frequently that we now have 110 million covered lives. If you look at the U.S. population of roughly 360 million people, there's some significant opportunity to increase that number. We will increase the number of lives next year through a variety of ongoing negotiations and a very, very substantial pipeline into the lives that are currently not covered but are on our pipeline. And we believe that will be implement -- we know will be implemented in 2024. So that's one. The second, you've heard me talk about the DTE organization is just beginning to hit its stride after being rebuilt over the last six months. The pipeline there, both on the employer side, colleges, universities. And as you heard me talk about, 13- to 17-year-old is very substantial. So, we expect both parts of the business, both the behavioral health reimbursed benefit side and the DTE side to grow in 2024.

Okay. Great. Thank you. And then just a quick follow-up, too. So total operating expenses as a percent of revenue decreased again sequentially. Right now, it looks like it's about 62% of total revenue. I know historically, fourth quarter is often the highest in terms of margins there. Maybe just on a full year basis, is there a number you guys are targeting here? I guess like how should we think about this going forward as you kind of press on the -- press forward on the operation improvements?

Yes. So, I would think about our Q3 OpEx, which was nearly flat to Q2 is the right way to think about these levels. So, staying in the area of that as we scale the revenue line both in terms of the payer and DTE categories. So, I've referenced before, we've made quite a bit of investments in the last several quarters in ensuring that our platform is built for scale. We've spent a lot of time and resources building the core capabilities we need to support that scale, including the revenue cycle operations as well as investments in the platform to -- for the network. So, we've done a lot of those things. I think there are things that we can keep doing to drive enhancements throughout the funnel and in the member and the therapist -- I'm sorry, member experience. But I think, by and large, we see opportunity to continue to reallocate resources and invest in those things while maintaining our OpEx base where it is. So, the short answer is we believe that we can scale from here and drive leverage through the top line.

Okay, great. Thank you. And congrats again on the results.

Thanks.

And there are no further questions at this time. Dr. Jon Cohen, I turn the call back over to you.

Well, thanks again to everybody for joining. To conclude, our third quarter results demonstrated strong progress against our strategic plan. Our continued momentum across the payer business, coupled with operational improvements and expansion of our clinical capacity, are important enablers as we deliver on our mission of expanding access to mental health care and are grateful for the continued support of our shareholders. Thank you for joining us today.

And this concludes today's conference call. You may now disconnect.