Ladies and gentlemen, thank you for standing by. My name is Christa, and I will be your conference Operator today. At this time, I would like to welcome everyone to the Talkspace Third Quarter 2024 Earnings Conference Call. [Operator Instructions] Thank you. I would now like to turn the conference over to Jeannine Feyen, Director of Communications. You may begin.

Good morning, and welcome to Talkspace's Earnings Conference Call for the Third Quarter of 2024. 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, Ian Harris. 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. Good morning and thank you for joining us for our third quarter 2024 call which reflects our continued strength in our business and progress on our strategic initiatives. For the third quarter, revenue increased 23% year-over-year to $47.4 million and we delivered our third consecutive profitable quarter with adjusted EBITDA coming in at $2.4 million. We built on momentum from earlier than the year working to further solidify our position as a trusted behavioral health provider addressing the nation's massive need for accessible and affordable mental health therapy. Our largest revenue category, payor, grew 45% year-over-year as we continue to strengthen our relationships with the key payor partners and efficiently market our covered services. As a pure-play behavioral health provider focused on clinical excellence at scale, our approach to addressing the behavioral health crisis continues to resonate with the payor community. We've earned the respect of the payors with our commitment to research that proves the efficacy of our methods and defines best practices in virtual care and may trust us to connect their members with highly qualified, vetted mental health providers without delay. Our competitive position in the payor space allowed us to grow our total covered lives to nearly 160 million people, an increase of 40% year-over-year, and our total sessions to 316,000, an increase of 38% year-over-year. In the third quarter, we continue to make progress on our goal to be in-network for all Medicare beneficiaries. As of this month, we are now CMS approved in approximately 40 states and live in 30 states, including Texas, Florida, California, and New York, therefore providing access to the majority of the senior population in the U.S. Our team is working diligently to complete necessary final state approvals and launch our services in the remaining 20 states so…

Thank you, Jon, and good morning, everyone. My comments today will be based primarily on a year-over-year basis unless otherwise noted. Total revenue for the third quarter was $47.4 million, a 23% increase from a year ago. Adjusted EBITDA was approximately $2.4 million in the third quarter, an improvement of $5.2 million from a year ago and an increase of approximately 100% sequentially. This also marks our third consecutive quarter profitability on an adjusted EBITDA basis. Moving to results by revenue category. Payor, our largest segment, accounted for revenue of $32 million, a 45% increase versus the prior year period. Payor sessions completed by behavioral health and EAP members grew 6% sequentially and 38% year-over-year to approximately 316,000. Unique active Payor members completing a session grew by 24% year-on-year to just over 93,000. Additionally, we experienced a 12% year-on-year improvement in the number of sessions completed per active member, which was driven by some of the early successes we're seeing in the product enhancements that Jon touched on earlier, which are aimed at increasing member retention and engagement. In the Direct to Enterprise category, third quarter revenue was $9.4 million, up 17% from last year, driven by routine contracts such as New York City, as well as several other recent wins across schools, municipalities, and employers. Sequentially, DTE revenue was down 2% as a result of certain contract expirations from earlier in the year, which we discussed the last two quarters. In Q3, we grew net ARR, and as Jon mentioned, we see good momentum overall in our Direct to Enterprise pipeline. In the Consumer category, where members pay out of pocket, revenue was $6 million in the third quarter. This was an 8% sequential decline and a 30% decline year-over-year, because in line with our expectations and a result…

[Operator Instructions] Your first question comes from the line of Stephanie Davis with Barclays.

Hey, guys. Congrats on the quarter and thanks for taking my question. Good morning? I really wanted to dig in a little bit in that Amazon partnership, because I'm good, but that win is better. So I was hoping you'd give us some color around maybe any associated investments in marketing or affiliate fees needed to branch on the platform and maybe how we could think about the halo effect, your activation rate as a result.

Sure. So, we had been in discussions with them for a while, being the only behavioral health, partner on the health conditions platform is a very, important deal for both them and for us relative to exposing Amazon shoppers to mental health services and products. So I think you probably saw the way it works is, you're looking for several things on Amazon and we come up and then you check of eligibility and then they filtered it over and we, confirm eligibility and then you go through the process. So, what we've seen is, we're very, very excited and we're very, very happy with early results. Obviously, we're not disclosing what we're how or what that means, except that I could tell you that it's been a very, very positive launch thus far, I guess it's four to five weeks into it. We, Amazon just, for a background has their health conditions program. They have Amazon RX, and then, of course, they have one medical. Right now, this is about our relationship with them on the health conditions program. So I don't know what else you want me to talk about relative to them. We're obviously very excited about the opportunity. It goes under what I call the referral category of increasing the number of BH sessions. First is how do we even get better at our really advertising marketing initiatives? The second category is referral. And then, of course, the third category you heard me talk about is the issues around really significantly improving the journey, the patient, and actually the therapist's journey through the product.

Well, maybe one of the things we could take in is I assume when you would be ramping up, the amount of lives to ramping up. You would maybe see some impact to your utilization rate, but it actually held up pretty strong in the quarter. So how much of that is from something like the Amazon partnership where there's more awareness? How quickly could that improve on kind of the future quarters? Anything like that would be helpful. And maybe as a follow-up, any further color, you talked about this is the first of many partnerships that come. What direction you want to go in with that?

So on the, hey Stephanie, this is Ian, good morning. On the first piece, just a reminder, we announced the partnership at the very, very end of September. I think it was the 27th of September. So, the minimus to no impact in the Q3 results we put out. I would view this more just sort of from a strategic lens. It's obviously a testament to the quality of our network to our brand and also our national coverage, right? So that the fact that we're able to have those three pieces really resonate with a partner like Amazon, which, whether it's financial resources or probably more importantly, just a human -- depth of human capital they have for them to look at us and realize the therapist network that we have cannot be built overnight and then wanting to partner with us. We view as really sort of validation of the sort of moat we've created for ourselves. On your question around the referral to what that looks like, I would view it as we do internally as really just part of another marketing channel. I mean, they obviously will help drive brand awareness given their size and volume and ultimately, they're going to be driving very, very high intent the way this is structured and the way their health conditions program works. It's about driving high intent potential users of Talkspace to us in a manner that's in network. So, your other question is on --

Further relations. So this is goes under the, really the capture rate, more than I would say utilization across the platform once we get somebody but it really is the part of the bigger strategy of eventually 200 million covered lives and how do you increase people's awareness.

All right, awesome to hear. Thank you, guys. Congrats again.

You, Stephaine, and just you want to know about other, so this is Amazon is one, we've talked about Doctalk there. So there are other relatively large channels like this that we are definitely pursuing.

Your next question comes from the line of Charles Rhyee with TD Cowen.

Hi guys, this is Adam on for Charles. You've seen over $4 million in EBITDA year-to-date and we see the guidance for entry but it was reiterated in the $4 million to $8 million range. Given the trajectory you're on, can you talk about what would get you to the top end versus the bottom end of that range?

Hey Adam, Thanks for the question. So while we don't give quarterly guidance, I understand through given order in the year the ask, I'll help you out on sort of both components of our guidance. So just to give you a bit of a guide post on modeling the rest of the year. I would say as it relates to revenue looking towards our sort of sequential quarter-over-quarter revenue growth rates over the last few quarters in 2024 as a framework is the best the sort of best help, I can give which you do that math and it lands you a little bit below the midpoint on revenue. And then to your question on EBITDA conversely for EBITDA, you're exactly right year-to-date where we stand, we actually would expect based on what we know today to land at the high end of the range. a lot of that on the EBITDA side is sort of the OpEx initiatives. We actioned shortly after I joined in May. We've seen a lot of success from those already and had a little bit of benefit from those in Q3 and we'll see sort of continued benefit of that in Q4. So that will get us to the higher end of the EBITDA range. Just to double click on the revenue side. So I think this is important nuance that is maybe a little bit hard to parse through on the surface. So since I joined in middle Q2, so essentially all of the covered lives we've added have come from Medicare and military, which was obviously very intentional focus for us. We knew that the work that goes into launching with these two cohorts are multiyear initiatives that have been going on long before I got here. So it's a lot of…

Yes, that's very helpful. Thank you for all the color. And also wondering, additionally, if you can talk about how you're seeing the trajectory of the B2C business and whether there's a steady state you'd expect to hit there at some point, understanding that B2B is the core for the enterprise going forward, but wondering if you can talk about the degree to which you're seeing the conversion of B2C members to B2B members contribute to B2B growth, or is it more so a drop off of B2C members without converting to B2B?

No, we don't. It's, people come to look for therapy and they, you probably know you get a choice. And the number one choice is let us determine your eligibility to see if you're covered by insurance. And then, of course, if not, you can pay for it as a consumer. So think of it as people who show, remember, 50% of people showing up at the door are new to therapy. So it's not like we're, I don't, we're not cannibalizing our consumer business. What's happening is more people are moving towards insurance model being fee-for-service because they don't have to pay for it. So what you're seeing is a natural decrease in the percent only be, well, partially, significantly because the number of eligible lives increase. So let's say you were looking, I'm just going to give you a go, let's say you were looking six months ago, a certain percentage of people had coverage. If now you're looking, now that we're Medicare and military, obviously many more people will choose the other option because they are now eligible. So what you're seeing is a natural decrease in the percent. And we've talked about this before, there will always be a consumer market. There will always be people with high deductibles. There will always be people who choose to pay for it as opposed to using their insurance. There will be people who, for whatever personal reasons, don't want their employer to know that they're getting therapy or whatever. So there will always be a consumer. I can't tell you what that percentage will be in the end, but it'll always remain as a piece of the business.

And I would say that the step downs we saw in 2023 and ‘24 in consumer, which was, again, completely in line with the strategy to lead with in-network marketing message, those are much more substantial changes in dollar amounts than what we would expect going forward. So that sort of last holdouts that Jon references of just folks who want to pay out of pocket, no matter what, for whatever reason, I'd say we're not quite there, but getting very close to approaching that sort of bottom, if you will.

Your next question comes from the line of Ryan Daniels with William Blair.

Hey, guys, this is Jackson on for Ryan. Thanks for taking the questions. Jon, so in your prepared remarks, you mentioned that the core marketing focus will continue to be about driving awareness and I understand that this is most likely -- it's most likely less about strictly paid marketing more about the partnerships, but I guess how should we think about the customer acquisition costs going forward for maybe the remainder of the year and maybe having the expectations into 2025? Just kind of thinking with this being an election year maybe it's less efficient but just kind of curious if you're seeing any impacts on customer acquisition costs and kind of how we should think about this going forward? Thanks.

Hey Jack, yes, I mean we've actually done a really great job avoiding sort of the, and what from our perspective was anticipated inflation given the election year in the cost of acquisition. I think we've talked about this before but if, we have a 16-person marketing team who's, we do it, it's like a fully vertical marketing strategy marketing operation we do it. It is extremely dynamic. We're not setting budgets at the beginning of a quarter, a month, or week, and saying, hey, let's see what that yields us at the end of the period. I mean, these folks were dynamically in the market every day. We're in a great spot in terms of our scale where when we want to test something new, whether it's new content, a new channel, a new messaging, we can very quickly spin up a statistically significant AB test because we have that scale to run it sort of in real time and go from there. So it's a very, very nimble operation, and they've done an incredible job keeping our CAC low. And actually, from where we were a couple years ago, making drastic improvements, as we start to talk more about these sort of affiliates and partnerships, all of that factors into our overall marketing strategy. So it's all about driving awareness at the most efficient cost possible. Someone that's paid advertising a lot of that's organic, and a lot of this brand awareness and partnerships. I think last quarter Q2 was the first time ever where our brand awareness per this sort of third-party objective surveys that we've done every year for the last number of years. It was the first year ever where our awareness went up with our ads been going down, right. So the capital light, if you will, ways of driving awareness is definitely working. In terms of looking ahead, I don't want to give CAC guidance for competitive reasons, but suffice it to say, we're very data-driven about how we spend our money, and marketing is no different here.

Yes, also, I'd be careful about generalizations, because there are multiple subcategories that go into acquisition. So for instance, the acquisition costs on military personnel or their families is going to be pretty different than a Medicare person, which is also going to be different than a teen. So we're very careful about making these sort of broad brush, like this is what our CAC is, because it really is very different sub-segment to sub-segment. So I just want you to think about that in terms of how we approach this. It's like Ian said, it's very, very specific to what the needs of the group are almost day to day.

No, I understand. I appreciate the color there. I guess just kind of along those lines then too, when it comes to growing the capture rate, is there a differing strategy when it comes to the different populations you're bringing on? I mean, just along the lines of what you were just talking about, I mean, I think that growing the capture rate in Medicare might be different than military, for example. So can you just talk about the balance here, and then just kind of how you think about that?

So 100% it's there, right. So the go-to-market strategy on Medicare, so for instance, you may have heard me talk about it, like, so we know Medicare seniors are very responsive to Facebook, for instance. We know, believe it or not, we know Medicare patients, particularly in senior communities, retirement communities, read direct mail. I mean, you and I may not, but they actually read direct mail. So those are just examples. We know on the military that there's a lot of different strategies relative to how you approach the military bases and how do you approach the spouses and how the teens in the military are very different, quite honestly, moving city to city different times. So the point is each one of these have a strategy that's directed towards their specific entity. So the answer is they're very, very different. The good news is we've done a lot of work on all of them to hopefully, figure out what's going to work and what's not. But like we've said, we always test it. Sometimes you have these impressions and they're wrong and then you move on and you try something else.

Your next question comes from the line of Ryan McDonald with Needham.

Hi. Thanks for taking my questions. Maybe to start on the DTE segment, as you look at the pipeline and how it's developing into yearend and into next year, what's the mix between sort of the employer channel versus more of the municipal and district channel? And, on the district side, are you seeing a mix of ESSER funding being utilized for spend on Talkspace? Thanks.

So let me go back, let’s go back to, most of the ESSER funding you probably know is running out or is expired and that also was tied to a lot of the COVID funding which is also basically run out. So we don't report or distinguish that much between employer versus municipalities versus states where municipalities being city state county, yes, because there's another category in there which we refer to in the press release for the tennis association. They're really not an employer. They're actually an organization, they're an association is the best way to put it. So there's a lot -- there's another, this other subgroup of we refer to as associations of large groups of people that belong to something that are really not employed by them. So there's multiple strategies again on DTE, the sales force DTE actually approaches all of them and sometimes it's geographic based and not targeted based on what the entity is. So for instance we may have a rep in a particular region that may be talking to employers, municipalities and associations and actually teens and sometimes even parent groups. So it is variable region to region, it's variable type of vertical to vertical. So I can't parse it for you because it's again -- it's there's just too many overlaps. The other is we also have the channel of RPS, so not only are we going outbound but there is a fair amount of inbound nowadays relative to people who know what we're doing who know of Talkspace who know of our national footprint who are actually approaching us or sending us RPS requests for proposals to ask us to bid on certain books of business.

That's helpful color, Jon, I really appreciate it. Maybe just as a follow-up on the payor channel. In the extent that you're as you continue to deepen the relationships with these payor customers, are you starting to get into conversations around value-based care contracting? And if so, what sort of metrics are your payor partners looking to be tracking as they're measuring effectiveness moving forward? Thanks.

Yes, the answer is yes. We've already signed some new value-based contracts. I will tell you that this is really, really at early stage. We have no issue and no problem at all dealing with what the metrics are. So I'll give you an example. Frequently, the metrics are what's your time to initial evaluation? Do you do full evaluation? Can someone get an appointment within a certain amount of days? Can you get a follow-up within 30 days? Those are the, I'll just give you examples of some of the value-based contracting metrics that we're using right now. They're relatively, I don't call it rudimentary, but they're, for us, because we've been in network, none of this is an issue. All of this has been built way before these value-based contracts came up. So we encourage it. We see it more and more. But for us, it's a non-issue relative to the contracting metrics that they're putting in front of us, quite honestly. It's stuff we already do, to be honest.

And ladies and gentlemen, that does conclude our question and answer session. And with that, that does conclude today's conference call. Thank you for your participation. And you may now disconnect.