Healthequity, Inc. Q3 FY2023 Earnings Call

Good day, and welcome to the HealthEquity Third Quarter 2023 Earnings Conference Call. All participants will be in a listen-only mode. (Operator provided instructions.) After today's presentation, there will be an opportunity to ask questions. (Operator provided instructions.) Please note this event is being recorded. I would now like to turn the conference over to Richard Putnam. Please go ahead.

Thank you, Sarah. Happy holidays to everybody, and welcome to HealthEquity's third quarter fiscal year 2023 earnings conference call. My name is Richard Putnam. I do Investor Relations for HealthEquity. Joining me today is Jon Kessler, President and CEO; Dr. Steve Neeleman, Vice-Chair and Founder of the Company; and Tyson Murdock, the Company's Executive Vice President and CFO. Before I turn the call over to Jon, I have two important reminders. First, a press release announcing our financial results for the third quarter of fiscal year 2023 was issued after the market closed this afternoon. The financial results in the press release include the contributions from our wholly-owned subsidiary, WageWorks, and accounts it administers. The press release also includes definitions of certain non-GAAP financial measures that we will reference here today. A copy of today's press release, including reconciliations of these non-GAAP measures with comparable GAAP measures and a recording of this webcast can be found on our Investor Relations website, which is ir.healthequity.com. Second, our comments and responses to your questions today reflect management's view as of today, December 6, 2022 and will contain forward-looking statements as defined by the SEC, including predictions, expectations, estimates, or other information that might be considered forward-looking. There are many important factors relating to our business, which could affect the forward-looking statements made today. These forward-looking statements are subject to risks and uncertainties that may cause the actual results to differ materially from the statements made here today. We caution you against placing undue reliance on these forward-looking statements and we also encourage you to review the discussion of these factors and other risks that may affect our future results, or the market price of our stock which are detailed in our latest Annual Report on Form 10-K and also subsequent periodic reports filed with the SEC. We assume no obligation to revise or update these forward-looking statements in light of new information or future events. At the conclusion of our prepared remarks, we will open up the call for Q&A, and Sarah will help us with that process. So let's get started by turning the call over to our CEO, Jon Kessler.

Thank you, Richard. Hello, everyone, and thanks for joining us this afternoon. Today, we are announcing strong results for HealthEquity's fiscal 2023 third quarter. We are raising our full-year outlook for fiscal 2023 and we are providing an early view, that's a preview to some, to fiscal 2024. I'll discuss Q3 operating results. Tyson will review the financial results in detail and provide updated guidance. And Steve is here for Q&A. Let's start with reviewing the five key metrics that drive our business. Revenue of $216.1 million in the quarter grew 20% versus the third quarter of last year. Thanks to strong growth in HSA members, their assets and improving custodial yields and the inclusion of the acquired Further business. Adjusted EBITDA of $73.4 million also grew 20% versus the third quarter of last year, reflecting revenue growth. Total accounts grew to 14.5 million, up 9% compared to last Q3. HSA members reached 7.7 million, up 23% year-over-year, and HealthEquity HSA members grew their assets to $20.2 billion at quarter's end, which was also up 23% from a year-ago. Team Purple continued its strong FY2023 sales effort, adding 170,000 HSAs, up 13% from 151,000 new HSAs opened in Q3 last year. Organic account growth of 12% over the last year was also ahead of the market's 9% growth reported in Devenir's mid-year assessment, which was published in September. As we complete open enrollment, we are particularly excited about what appears to be a strong showing from our network partners and conversion of enterprise cross-sell opportunities, as well as increasing usage by our enterprise clients of our MaxEnroll engagement product. Continued volatile market conditions contributed to a sequential decline in HSA invested assets of $333 million in a quarter, even while HSA investing members grew 23% year-over-year and continued to fund their HSA investments. The average HSA balance of our members increased slightly year-over-year. Custodial revenue growth was very strong with higher-than-expected custodial yields in the quarter, driven by robust adoption of HealthEquity's enhanced rates offering and the actions of the Federal Reserve. We continue to build our enhanced rates partnerships, which will allow us to further grow HSA cash balances in that product, adding to yields in the future. Today's results and the guidance Tyson will detail in a moment include the softness in CDB administration services that we highlighted last quarter. Year-to-date service fees from CDBs themselves declined in fiscal 2023 versus the same period in fiscal 2022. However, with commuter growth and partially recovering some of the FSA revenue attrition we saw earlier in the year in Q3, we are reporting a sequential and year-over-year increase in service fees. Excluding COBRA accounts, CDB accounts grew 3% and we remain optimistic that our CDB services can continue to grow. With that, I will turn the call over to Tyson for more details. Tyson?

Thank you, Jon. I'll review our third quarter GAAP and non-GAAP financial results. A reconciliation of GAAP measures to non-GAAP measures is found in today's press release. Third quarter revenue increased 20% year-over-year led by robust custodial revenue growth. Service revenue was $108.6 million, up $5.8 million or 6% year-over-year. Q3 service revenue growth included an uptick in commuters returning to work and a small increase in FSA and continued softness in COBRA revenue, as Jon mentioned. Please note that we made an adjustment in how we calculate COBRA accounts resulting in a $0.2 million sequential reduction in COBRA contribution to total accounts, but with no material impact on revenue or expense. Custodial revenue grew 52% to $74.6 million in the third quarter, benefiting from growth in average HSA cash combined with an uptick in annualized yield on HSA cash, partially offset by a decrease in average HSA investments. The annualized interest rate yield on HSA cash was 200 basis points during the third quarter of this year, and 183 basis points year-to-date compared to 172 and 176 respectively for last year. This yield is a blended rate for all HSA cash during the quarter and represents a better-than-expected result due to rate hikes benefiting the variable rate portion of our HSA cash combined with higher enhanced rate balances in the quarter. The HSA assets table in today's press release provides additional details. Interchange revenue grew 16% to $32.9 million compared to $28.2 million in the same quarter last year. Year-over-year growth in Q3 benefited from growth in average total accounts with cards and increased spend per account. Gross profit was $126.9 million compared to $103.3 million in the third quarter of last year. Gross margin was 59% in the third quarter this year versus 57% in the year-ago period, benefiting from increased custodial revenue and reflecting the efforts we discussed last quarter to control service costs and improve margins. Operating expenses were $121.3 million or 56% of revenue, including amortization of acquired intangible assets and merger integration expenses, which together represented 14% of revenue. Operating income was $5.5 million in the third quarter compared to a loss of $0.4 million in the third quarter last year. Net loss for the third quarter was $1.6 million, or a loss of $0.02 per share on a GAAP EPS basis compared to a net loss of $5 million or $0.06 per share in the prior year. Our non-GAAP net income was $32.4 million for the third quarter this year compared to $28.9 million a year-ago. Non-GAAP net income per share was $0.38 per share compared to $0.35 per share last year. Higher interest rates also increased the rate of interest we pay on the remaining $343 million term loan A with the current effective rate of 6.38%. Adjusted EBITDA for the quarter was $73.4 million, and adjusted EBITDA margin was 34%. For the first nine months of fiscal 2023, revenue was $627.9 million, up 13% compared to the first nine months of last year. GAAP net loss was $25.9 million or $0.31 per diluted share. Non-GAAP net income was $83.2 million or $0.99 per diluted share, and adjusted EBITDA was $198.7 million, up 7% from the prior year, resulting in 32% adjusted EBITDA margin for the first nine months of the fiscal year. Turning to the balance sheet. As of October 31, 2022, we have $210 million of cash and cash equivalents with $927 million of debt outstanding net of issuance costs. This includes the $343 million of variable rate debt. There are no outstanding amounts drawn on our $1 billion line of credit. We are providing the following updates to our guidance for fiscal 2023. We are increasing our revenue estimates for fiscal 2023 to range between $850 million and $860 million. We expect our GAAP net loss to be in a range of $34 million to $27 million. We are increasing non-GAAP net income to be between $106 million and $114 million, reflecting increased interest expense, partially offsetting the benefit of higher operating income, resulting in non-GAAP diluted net income between $1.26 and $1.35 per share based upon an estimated 84 million shares outstanding for the year. We are raising our adjusted EBITDA estimate to be between $261 million and $271 million. Today's guidance includes our most recent estimate of service, custodial and interchange revenue and expenses based on results today. On service revenue, today's guidance reflects continued solid performance of core HSA offering offsetting the full-year impact of FSA and COBRA service fee headwinds observed year-to-date. We remain cautious on increased commuter uptake. Based on the strong sales outlook Jon discussed and continuing labor market tightness, today's guidance assumes incremental service cost during Q4 comparable to those experienced last year. On custodial revenue, today's guidance assumes a full-year yield on HSA cash of approximately 190 basis points based upon current conditions and expected HSA cash placements in the fourth quarter. Our guidance for this year does not assume additional increases or decreases in the overnight Fed funds rate or other changes in macroeconomic policy for the remainder of the fiscal year. Our guidance reflects the continued shift of our HSA members building and moving HSA assets to investments. Nonetheless, with current rates rising, our market-driven formula will push the interest rate that we pay our members on their HSA cash balances up 5 basis points for the upcoming fourth quarter this year. We expect increases of a similar magnitude will continue over time under current conditions. In the same vein, today's guidance reflects additional interest expense for HealthEquity's variable rate debt for the remainder of fiscal 2023 based on current conditions without factoring in additional overnight Fed funds rate hikes for the remainder of the year. We assume a projected statutory income tax rate of approximately 25% and a diluted share count of 84 million shares. We are also providing the following initial guidance for fiscal year 2024. We expect revenue to be between $950 million and $970 million. We expect margin will expand with adjusted EBITDA growing to approximately 33% to 34% of revenue in fiscal 2024. This initial guidance is based on an estimated HSA cash yield of 225 basis points based on our view of interest rate conditions during that period. Today's guidance does not include any additional portfolio acquisitions in fiscal 2023 or 2024, and reflects anticipated inflationary impacts on costs, including continued higher interest rates paid to HSA members and healthcare usage rates reported in this quarter, and included in our fiscal 2023 guidance. As we've done in recent reporting periods, our full fiscal 2023 guidance includes a reconciliation of GAAP to the non-GAAP metrics provided in the earnings release, and a definition of all such items is included at the end of the earnings release. In addition, while the amortization of acquired intangible assets is being excluded from non-GAAP net income, the revenue generated from those acquired intangibles is not excluded. However, a reconciliation of our adjusted EBITDA outlook for the fiscal year ending January 31, 2024 to net income, the most directly comparable GAAP measure, is not included because our net income outlook for this future period is not available without unreasonable efforts as we are unable to predict the ultimate outcome of certain significant items excluded from this non-GAAP measure, such as depreciation and amortization, stock-based compensation and income tax provision or benefit. With that, I will turn it over to Jon. Thanks.

That part at the end is good. It was good. I'd like to close the formal part of this by thanking our individual contributors both at HealthEquity and from our clients and partners that have to date delivered a Team Purple open enrollment season, are finishing that up and getting ready to deliver an equally impressive onboarding season in January. It's their work that has set us up for what we expect to be a very busy and productive end of this year and as Tyson has indicated a very healthy next year. And so I thought it was appropriate just to say thank you. With that, let's open the call up to questions. Operator?

Thank you. We will now begin the question-and-answer session. (Operator provided instructions.) Our first question comes from Stephanie Davis with SVB Securities. Please go ahead.

Hi, Stephanie.

Hey, guys. Thanks so much for taking my questions. Appreciate it. I was a little surprised to see preliminary guidance this soon, one; and two, see the preliminary guidance factors in what feels like a relatively conservative yield assumption. So I was hoping you could tell us a little bit more about the decision process and what weighs into all of that?

Yes. Hey, Stephanie, good to hear from you. We wanted to get guidance out a little bit earlier this year just to give people a view into next year based on the conversations that we've had about placements and those type of things. One thing to keep in mind directly to your question on yield is, we're estimating that based on our current view of what the consensus says about the macroeconomy. And the other thing, Stephanie, that's important to keep in mind on that is that we're going to have a lot less variable HSA cash. So there won't be as much impact from that. It's kind of been a very different year in fiscal 2023 with the Fed rate movements moving that yield up and then subsequently having us raise guidance based off of that. We're doing it a little bit different this year with regards to the fact that there's less of that cash there because we've been able to place it due to the demand and then also just considering the way that we're actually doing guidance, we're trying to get a wholesale view on the year.

So thinking about the kind of delta and guidance philosophy between FY2024 versus FY2023, is it safe to just assume that you're not assuming as much potential upside? Or is there anything else to call out — enhanced rate floating, all the other toggles have been so beneficial this year?

Well, I mean, if you look at it from a midpoint-to-midpoint perspective, Stephanie, we're forecasting double-digit topline growth and profitability on an EBITDA basis that's like twice as fast — with EBITDA growing twice as fast as that, give or take. We felt this would be the first time we've ever given guidance ahead of the year. The reason that we're doing that is, one, because we have a great deal of confidence in the year; two, because we have a great deal of visibility; and three, to set a baseline. And we'll have plenty of opportunities to take more bites at this apple and we'll see how both, obviously, our sales season finishes up. In the past, we've generally underpredicted our sales season which is sort of how we do things, as you know. But we'll see how our sales season finishes up. We'll see how things like FSA enrollment finishes up. Obviously, we'll see what happens in the broader economy. But we thought that set a pretty darn healthy baseline for going into fiscal 2024.

Well said. Thank you, Jon.

Our next question comes from Anne Samuel with JPMorgan. Please go ahead.

Hi, guys. Thanks for taking the question, and thanks for providing the guidance. Really helpful. I was wondering if maybe you could talk about how your selling season is shaping up this year, and just what conversations with your customers are like, just given the current macro environment?

Steve, do you want to hit this one?

Sure. Yes. I mean I was in the field yesterday with a bunch of our sales leaders and one of our partners, and I think there's some real genuine enthusiasm the way that the year is finishing up. Just as you know, it was still unsettled over the last two or three cycles because of everything that's going on in the economy. Now of course, there's concern about the upcoming recession and whether that may impact themselves. But I can tell you that both from our direct sales to clients and ourselves through our partners, our health partners and other partners. And then even we mentioned a little bit in the prepared remarks about this MaxEnroll process. I think we're really kind of excited with the way the year is trading out. And obviously, we want all the numbers. We say this every year at this time until — we've actually were close to January and last January was such a bumper crop year that we've got a lot of work to do to even those numbers, but we're feeling pretty good about the year.

That's great to hear. Thanks. And then I was hoping maybe just one on the enhanced rate products. How should we be thinking about that yield relative to your overall yield? And how should we be thinking about what the contribution was to the yield that you guided? I think last year, 10% penetration gave you about 10 basis point yield?

Yes. We've previously said that our goal was to get to about 20% penetration by the end of the year and that we felt like we were likely to exceed that. And I still think that's true. So it did make a contribution. And as we've talked about before, the enhanced rate product produces gross yield that, give or take — we've talked about this before — maybe a 75-ish basis point premium to what we're seeing from our deposit products. And so I think you can kind of do a little bit of math from there. The way we look at it, though, one of the biggest — well, two thoughts. One is, we have a long way to go with this. This is going to be a benefit to — this is going to be a tailwind for us for many years to come. As Tyson commented, we've added incremental partners this period to the enhanced rates product, sort of the equivalent of adding banks in the early days on the deposit side. It makes all of our placements more competitive. And that's just a good thing, both in terms of aggregate rates, but I think also in terms of stability, as you see all this kind of variability on rates back and forth. So it helped us a little bit going into fiscal 2024, it helped us a little bit in fiscal 2023. I mean you'll recall at the start of the year, we were guiding to 165 basis points. And so it helped us along with the Fed's actions this year. And again, whatever the Fed does, this will continue to be a nice tailwind for us for a long time to come.

That's really helpful color. Thank you.

Thank you.

Our next question comes from Greg Peters with Raymond James. Please go ahead.

Good afternoon, Team Purple and Sir Richard. I guess the first question I wanted to ask is about just the HSA total assets that you reported as of October 31, 2022. In the press release, you commented on the growth on a year-over-year basis. But if I look at the number relative to where it was at January 31, 2022, it's not growing as fast. So maybe you can speak to the cadence of total HSA asset growth?

Yes. The primary factor that has been driving the deceleration in asset growth on a sequential basis has really been — it's something we commented on in the text — and that's a decline in asset values over the period. So I think we actually tried to quantify that a little bit in the text. And what, I guess, I would say is remarkable and helpful is that during that period, we haven't seen fundamental changes in consumer contribution behavior or the like. I do think there's been a little bit of a pullback that's just based on exactly what you would expect when you have high inflation; you tend to have those savings rates change. But that is very modest. And the biggest effect that we've seen there is market net asset value. So those have a way of, as you well know, kind of reverting to a mean. So we're just going to keep trying to do our thing. And I think over time, that will work itself out just fine.

Okay. And then, I guess, my follow-up question from a macro perspective. Last time rates started to move up which was some time ago, we started to see some changes in competitive behavior around their attitudes of service revenue versus custodial revenue versus interchange. And I thought I was just wondering if there's been any noticeable change in the competitive landscape favoring custodial versus service considering the movement in rates, et cetera?

I'd like to believe, Greg, that people have gotten a lot smarter about this, recognizing that rates go up and rates go down. What I do think is the case is that if you look at this, let's say, three — at the start of the pandemic, as you'll recall, I remember you asking a question about negative rates. Obviously, it's not just that we're far from that. It's that I think it's fair to say that the consensus of what a normalized rate environment looks like actually is probably not zero, one or two. And so I think people kind of understand that a little better. And so we're not seeing quite the same sort of — I'm going to call it — reaction where some people were like, "Oh, this is going to last forever. Let's do X, Y or Z on five-year agreements." But it's a piece of the puzzle in terms of aggregate service fees. I also point out, too, that, as you know, but others might not, our service fee revenue today comes primarily from our CDB products. Our HSA service revenue on a year-over-year basis is growing at more or less the rate of account growth. CDB is where we've been more challenged as we discussed last quarter and the quarter before, which is not fundamentally about competition, it's fundamentally about some of our challenges as we finished up the CDB side of the WageWorks migration. But look, I've always said there's some level of, for lack of a better term, elasticity between service fees and rates. But I do think people are a little bit smarter about the fact that they have to look at normalized rates over an extended period of time as opposed to what yesterday's Fed funds rate was.

Okay. Got it. Thanks for the answers.

Thank you.

Our next question comes from Glen Santangelo with Jefferies. Please go ahead.

Hi, Glen.

Hey, how are you guys doing? Thanks for taking my question. Hey, Tyson, I just wanted to unpack this 2024 guidance in a little bit more detail. If you look at sort of the third quarter results, you put up a 34% gross margin and your initial fiscal 2024 guidance is calling for an EBITDA margin of 33% to 34%. So it looks like it takes a little bit of a step back, which is a little bit surprising just given the growth in the custodial revenues and given the gross margins around that custodial business. So Tyson, I was wondering if you could unpack the margins a little bit and give us a sense for what you're assuming in 2024 because I don't know if it's pricing, I don't know if it's a mix of business lines that maybe driving that margin one way or another? Thanks.

Yes. I mean the first thing to really keep in mind, I mean one thing just to look at last year Q4 and just the seasonality of our business. And so when you look at — if you back into the margin for Q4 of last year, essentially 25% of EBITDA. Now we're trending a little better because we've got the custodial revenue element in there, but this is really about the service costs coming into play. And I mentioned in the script that they'd be pretty much equivalent in the Q4 time period to what they were last year as far as that increase that happens between Q3 and Q4. So blending the quarters together, Q3 is always going to be a strong EBITDA margin quarter versus Q4 and particularly Q1 of this year, we talked about some of the service costs that we had flown to that plan. And so that's why — so when you then blend that together for that guidance for next year and you think about a 33% to 34%, it's essentially picking up all those quarters, if you will, but still having that same seasonality trending across the respective quarters. Hopefully, that helps. Let me just say one of the things just on the implied guide, I just wanted to make — you had said gross margin on the EBITDA margin side, it is like what 33%.

Yes. It’s in our guide, but now it’s like 31%, 32% for this year for FY2024. So you are looking like a 200 basis point expansion.

Exactly. Yes. I just wanted to make sure that —

I mean, that's the core point, we're forecasting in this thing, give or take, depending on midpoint, somewhere between 200 and 300 basis point expansion in EBITDA margins. And that doesn't seem shabby. It's obviously the case that we — our view is that we're going to look at how we do this fourth quarter, and that will have some impact on our — on any guidance revisions as well ultimately unit sales and all that kind of stuff. But similar to Stephanie's question, it seems like a good start.

Yes. I think I get it. I just wanted to make sure that I wasn't missing anything. And Jon, just one other wanted to ask you was, for better or worse, many investors are just looking at the stock as a rate trade. I was wondering if you could maybe take a step back and give us some thoughts around these CDB businesses. Clearly, maybe they've been a little bit slower to recover than what you maybe would have thought. I'm just trying to get your sense for how we think about that on a go-forward basis and how those CDB businesses should impact the growth algorithm in 2024 and beyond?

Yes. Let me first say, I think that while I understand why investors may do that, particularly if they're modeling out many years, whatever rate you apply times corpus of zero, equals zero. And mostly what this company has done over the course of time is it has managed to grow the underlying asset base that it manages of what are ultimately a large number of very small accounts and then in terms of the cash. And so I do think that the underlying point before you get to CDBs and all of that, is the underlying growth in what you might think of as units. In this case, units are accounts, HSAs and dollars. And those as we reported today, I think, over time, consistently grown pretty well, both just on their own terms and then relative to market. Specific to the CDB business, we said at the beginning — first of all, we said at the beginning of the year that we were going to see softness in this business. And we talked about basically trying to grow the HSA component of the business to get to a place where by the end of the year, it was through 60% of total revenue. We're basically there through this third quarter, and that growth will continue into the fourth. So the first point I want to make on this one is that we are very focused on growing the HSA business, which is our core and where we're a market leader. What I think we are on CDB is — and I tried to allude to this in the commentary — we wanted to get this to a place where it was sort of stable where we weren't talking about this legislative thing or that transition thing or that platform thing causing a $5 million surprise here or there. And I think that that's the way I would look at the performance thus far. And the next step in this, in my mind, will be to see what actually we get out of consumer enrollment in the CDB products, particularly the FSA, which is the biggest component of all of that, right, in the current open enrollment season. The assumption underlying our current look at 2024 is — I don't want to say conservative, that's not the right word, but it reflects what we've seen to date — but we'll see what we actually get. And we'll be able to talk about it at JPM in a few weeks and then ultimately refine our guidance accordingly. But I think that's the next step is to see enrollment growth at the consumer level. And we've done some things this year that really should help us there around how we engage with consumers that maybe their experience got scrambled a little bit during the pandemic, but we're hoping to see real benefits from that, but I want to actually see them first before I project them.

Okay. Thanks for all the details.

Thank you.

Our next question comes from Scott Schoenhaus with KeyBanc. Please go ahead.

Hi, Scott.

Hi, Jon and team. Apologies, I'm fighting a cold here. So apologies for the nasal voice.

To say it's a cold, but you never know. Like that's the problem. Everyone says it's a cold or allergy or something. So you're on the phone, so I guess it's okay.

I tested negative so far. We'll see what it develops into.

By the way, not sure at this point.

Yes, we want a full battery of tests. All right. Go ahead.

And I did pick this up from my daughter at daycare so it might be RSV. But anyway, so I'm not going to ask you a question about rate. I just wanted to talk about the interchange revenue. It came down 12% sequentially. I think that's more than normal trends. What's driving that? What are you seeing so far in November and December? I'm just trying to kind of extrapolate the spending behavior from customers on the healthcare system. Obviously, it's a broader talking point in healthcare, weaker or better-than-expected volumes heading into this 4Q — calendar 4Q. So any color would be appreciated.

Yes. We're up — let me just say we're up, I want to say, 16% or 17%, something like that year-on-year. Thank you. And so that's good. But I think typically Q3 is seasonally our softest quarter for interchange revenue. And that was true here. We saw a little — if you look at the different account types, there was a little more softness on the FSA side than in the HSA world. But this is a tough one to predict, and it does bounce around just a little bit to the tune of a couple of hundred thousand dollars here and there in a given month. So that's kind of my thought about it. I mean ultimately, what's going to drive interchange over the long term is having more accounts and having people comfortable contributing to those accounts — and that's what ultimately they're spending, if that makes any sense. But Tyson, anything to really add to that?

I don't really have anything to add other than to say I think you're doing some math on that. I don't think it exceeded my expectations by any means. And I think it was maybe a little lighter, but I think it was well within the window of how I think about forecasting and things like that, Scott. So I didn't see anything particularly other than what Jon mentioned there. I mean the commuter stuff continues to increase a little bit. So that's always a positive sign that that continues to be a tailwind. That's probably the last comment I'd make on it.

Okay. Great. Nothing to call up. Just my last follow-up, I wanted to go into kind of the self-help story of your margins. Is the Further acquisition now complete as we enter the one-year anniversary? Are there any costs that are taking the guidance at this point? And then secondly, are you still consolidating more real estate? Thanks.

On the Further one, just to go back to other comments we've made, we still have — the bulk of the synergies are out a couple of years. So when we think about 2024 and 2025 and getting our arms around what they did with technology and getting that migrated over onto our platforms and some of those things landed where we really get the synergies out of it. Those things remain to be seen. And you can see us kind of spending our way through the $55 million of M&A costs that we said would be there as well as we kind of put that in order. But there will be more synergy out in the future relative to that business. That kind of was different, it usually might see more upfront. This was more of a tail because it's on the technological side.

And then second question was, I think, about the real estate we —

I mean I think we're in a good spot with what we have. We've got a beautiful building here in Draper and some space down in Texas and largely gotten out of most of the other of it, the stuff you see being back to EBITDA is really the stuff that relates to WageWorks, right? It's not everything. And so you'll see our — you can see also in our financials and you look through there that really fixed asset costs, capitalized are coming down. And we're going to run the business in a much more vertical way and less capital is always better.

But if you're interested, we do have some — if you like to come out and check it out again, we can do a full tour. Actually, if anyone listening to this call, there is some opportunity there.

Appreciate that Jon.

Thanks, Scott.

Our next question comes from Stan Berenshteyn with Wells Fargo. Please go ahead.

Hi. Thanks for taking my questions. Appreciate the preliminary guidance you provided. Can you perhaps share with us where are you in the process of actually rolling over into new custodial terms? And when do you expect to be sufficiently completed with that process? And then I have a follow-up.

Yes. I mean it's a good question. When we do this throughout Q4, right, but the majority of the assets come in and are placed in the December, January time frame when they're actually placed. So when you think about them going into — for example, our enhanced rate program and actually starting to drive revenue off of that, it's in the January timeframe that that occurs. And then, of course, we're signing FDIC-type contracts over the course of the last part of December, first part of January timeframe. So we kind of get through that by the end of January when we've got all those assets placed and generating revenue.

Got it. And then for my follow-up, so short-term rates are at 15-year highs, debatable whether we've seen peak rates at this point. But I'm sure Jon has opinions on that. But I'm just curious, are you inclined at all to increase the duration of your custodial deposits given where rates are versus prior 10, 15 years of history?

No.

Stick to the plan.

I mean, I don't think duration is our friend. But even if it were the normal version, we're basically of the view that you don't pay us to gamble on that and shareholders don't pay us to gamble on that. We're trying to stay consistent, and there's enough other moving pieces out there.

Got it. Helpful. Thank you so much.

Thanks, Stan.

Our next question comes from Cynthia Motz with Goldman Sachs. Please go ahead.

Hi. Thanks for taking my questions and nice quarter. Thank you for the preliminary guidance for 2024. Did just want to ask a little bit more about 2024 not to beat a dead horse. But is it fair to say that basically, what you're doing is you're anticipating passing through maybe higher rates or some of the rates, and you want to see how it goes in terms of balancing the growth because, obviously, you want to retain customers and members and then balance it, but maybe has it gotten a little more competitive? I mean, is it fair to characterize it like that's what you're doing. And like when you say you're just sort of going to look and see how it goes? Thanks.

Yes. It might be worth noting here with regard specifically to the custodial expense that what we think of as our crediting rates, I mean those are mathematically determined and meaning they're based on what our competitors do. We have not seen a lot of what one might call deposit beta nor did we in prior upswings. But there's a little, and we've tried to reflect that in our guidance as Tyson commented, both for the remainder of 2023 and 2024. I think more broadly, what we've tried to do is basically reflect our view of the growth that is resulting from the sales cycle that we're now finishing and understanding things like we're trying to be thoughtful about what the needs of our teammates are going to be as we go into the wage cycle and all that. And tried to take what I think is a various overview of what fiscal 2024 might look like and use that as a baseline. That seems like a useful thing to do.

And then just in terms of the overall margin, so that's what we're seeing. There's nothing else going on in terms of other expenses and things like that. It's just basically the mix. I mean, obviously, it's very strong margin improvement that I guess you — I mean, I know you're not going to give us 2025 guidance, but I would expect that, that would continue as the mix shifts into 2025, maybe similar improvement.

I think it's — our general view has been that as we see mix shift in a number of different ways that we have an opportunity to expand margin. So I think your conclusion would be consistent with that view.

The only thing I would add to that, too, just to make a point of it is that the contracts that will replace contracts placed in the zero interest rate environment were negotiated in the zero interest rate environment. So if rate stays steady, they stay at the averages. It will be an improvement over those contractual placements in that period. So there should be acceleration there. We've talked about that before. And then the other thing, Cynthia, that I'll just make a point on since you brought it up, just on the custodial cost side. It is interesting because we've been in the zero interest rate environment for a long time. And so we saw this move that I pointed out in the script that increased the cost by 5 basis points. That undoubtedly will happen again just based on that mathematical calculation where we use inputs from what our competitors are doing, and it's right in the small print of the member agreement. And we'll increase that rate as our competitors increase the rate. So those should be being built into models and so forth based on what we think will happen there.

Great. Thank you very much.

Thanks, Cindy.

Our next question comes from George Hill with Deutsche Bank. Please go ahead.

Hi, George.

Good evening, guys. I hope you can hear me okay and I hope I'm not about to embarrass myself as I try to do math from the back of a cab. But my question is also on the fiscal 2024 guide and the rate environment. And if I'm doing the math right, your annualized custodial yield this quarter was about 2.3%. And you guys are guiding to 2.25% for fiscal 2024. So I guess, can you either walk me through the expectation of rate cadence? Or should I think of that as conservatism with respect to rates? And I have a quick follow-up.

All right. I'll give you the correct numbers, I'm watching Richard because I'd be looking at the piece of paper. So for Q3, it was 200 basis points for Q3 that we just reported. And then for the annualized number, Richard, was it —

I think George was including the tip numbers plus 15%, and then they set up —

I see. Yes. I mean the one thing that won't be there as well, I don't know if it will be there or not, but we try to take this into account is the fact that we'll have less variable cash. And I don't know whether the Fed continues to raise rates, it will be on less variable HSA cash that’s in there. So that was one of the things that you saw continually kind of pushing that rate quarter-on-quarter. So that would temper that because it wouldn't be as big a base number on that Fed yield improvement, if that were to occur.

But it's probably safe to say without stepping into your territory, Tyson, that there is still some quarterization just less dramatic than this year, and that's going to be reflected in the fact that our view is that over time, these yields are going to continue to go up as we're still going to be replacing those contracts that came in during the pandemic. So there is going to be some level of tilt from first quarter to fourth quarter. This won't be as dramatic as it was this year.

And then Jon, I'll give you a two-part follow-up, which is, number one, one of your larger competitors in the space seems to be targeting healthcare financial services as a growing market opportunity, while, of course, that would kind of validate HealthEquity's market opportunity, it seems like they're trying to jam more into their card and what it can do. So I'd love for you to talk a little bit about the competitive environment as it relates to services facing what I'd call the commercial market? And then, Jon, my joking question was going to be on the real estate that you guys are getting rid of, how close are you guys to go skiing?

I actually didn't hear the last part about skiing. Well, I mean, we've got very attractive real estate. And I mean, we could chalet this thing if you needed to. We can — you can see the snow. We're going to put a tram from the parking lot — you were talking about that earlier. But on your first question — what was that first question? — about the competitive environment. I think that my basic view is that there's opportunity there. There's opportunity with regard to how we all think about where we're ultimately headed and we don't do product announcements here. But ultimately, I think you're going to want to think about less about the card as a physical piece of plastic and more as something that's residing in the digital wallets we're all carrying around. And what's nice about that is it does open up some opportunities. That having been said, what we're not going to do is our — I do see some of our competitors getting all hot and hungry for the idea of issuing what amounts to high interest revolving credit, and that does not interest us at all. In other words, there is a place for that. But I think what we want to do is get to a place where consumers can use these products so they're not putting these things on their consumer credit cards, rather than provide more or less the same thing with different use plastics. So I guess my basic view is there is opportunity there and the fact that others are talking about it is somewhat validating of that, and that's where — if you look at what we're looking at in terms of sort of growth revenue streams, I'm sure we'll have more to say about that as time goes on.

Thank you, guys.

Thank you.

The next question comes from Mark Marcon with Baird. Please go ahead.

Hey. Good afternoon, Team Purple. There's lots of discussion among companies about basically trying to reduce expenses, increase margins. To what extent does that end up building a little bit of the preference from a healthcare benefits mix over to HSAs? Are you seeing any of that this quarter? And then I've got a follow-up.

Thanks, Mark. I think there's always been this probably unappreciated benefit for these types of accounts, even over a 401(k) in that the money that people put in out of their own paycheck into a health savings account reduces the employer's cost, not for every one of their employees, but for a big chunk of their employees by roughly 8%. So if I put $100 in my HSA, my employer saves about $8 on payroll taxes and I save about $8 on payroll taxes, plus I saved my federal taxes and my state taxes in all but two states, California and New Jersey. Jon doesn't get a state tax deduction. But anyway, so you get to save on taxes, but then we still believe that if you look at plans that have what I would consider to be mass adoption, these health savings account plans tend to have better trend than plans that are richer benefits. And so if you can save 2% or 3% on trend, over the course of your entire employee base plus some cash on taxes, it does make sense for you to do that. And so that's why in past recessions, even though you always hate the thought of folks laying off employees and then that would naturally impact our growth a little bit, we have seen employers be more aggressive going towards these plans and promoting them. I think what's different this year — in fact, in the last couple of years — is we didn't really have the tools to say to an employer, "Okay, we do this thing, let's go after it," and then to use some of these products we talk about like MaxEnroll and our HSA optimizer and just our overall digital marketing effort. So I do think that's a way for employers that are feeling like, "Look, I still need to offer our people great benefits, but I still need to watch the dollar a little bit more than I did maybe last year" to go towards these sets of plans.

Did that help contribute to the 170,000 that you ended up adding?

I think the biggest driver for those 170,000 is employers are figuring out this is actually the richest benefit in an ironic way. If you can do a well-designed plan — we've got a Pfizer case study that's out there now about this. When they thought about this for many years before they did it, they finally did it and they said, we're not doing this as a takeaway, we're doing it because you can leverage the tax code and you can leverage some other features of this to actually make it the richest benefit. So I think that's one. More and more recent growth is not just about saving some bucks; it's about giving the best benefit possible.

That's great. And what does your guidance imply in terms of new adds for the fourth quarter?

I don't think we give sales guidance, but if you look at last year, we ended up selling in the full year a little over 900,000 accounts. If you look at each quarter this year, while the new adds have slowed down as the labor market slowed, they've been on a really good pace. So it's probably similar to the message I would have given you on this topic at this point last year, which is — do I think that we're going to blow through a million accounts? No, I don't. There's just not enough accounts out there, but we should have a very healthy year — certainly as healthy as last year.

Perfect. Thank you.

Thanks, Mark.

Our next question comes from Allen Lutz with Bank of America. Please go ahead.

Hey, everyone. Thanks for taking the questions. Tyson, I guess on the OpEx side, technology and development as a percent of revenue has kind of steadily ramped. Since fiscal 2015, I think it was around 12% then. And then even pre-COVID, it was about 15%, and now it's 21%. I guess just a level set, what exactly are the increases in tech and development being spent on? And then, I guess, is there any chance — or what's the timing around when we can see some operating leverage from that part of the business? Thanks.

That's a good question. You were exactly right on the numbers going up like that. A lot of it is about acquisitions — WageWorks and Further — and the associated technology integration. There's amortization of capitalized development in there, the security build-out we've done. We have built a very good security team over the course of my tenure here and spent quite a few dollars putting that in place. I think it's got a selling tool as anything, so that's in there. A lot of it also has to do with stock-based compensation coming through in the talent grab that we need to make in that particular area. Of course, that's getting back down to the EBITDA margin side. So you don't see the full impact there, but a lot of that increase will be in that area. When you think about other things that are in there, there's not any large new investment necessarily. It's just the merit and associated costs of the folks that are in there and then how much we end up capitalizing relative to what we're building. I don't think there's a chance it goes back to where it was before and I don't think that would be the right thing to do for the business. I do think it's sort of leveling off. Over time, you should see this number start to come down as a percentage of total revenue without Herculean efforts.

Big picture, it's kind of gotten about as high as it's going to get. The sources of increased spend are security, increased investment to innovate around the business, and the conversion to cloud on the IT side, which in the near term can hurt you a little bit but will be a tailwind over time. Also, getting through the amortization of acquisition-related technology spend should help. You should see this percentage begin to come down gradually.

Okay. That's helpful. Thanks, Jon. And then there was a $9 million sequential benefit in custodial revenue. I think we talked about this last quarter. There's a couple of different buckets that are driving that — enhanced yields, SOFR/LIBOR increases, and then you're also guiding for a 5 basis point quarter-over-quarter increase in yield. Obviously, some of that's going to be from the repricing. But I guess as we think about the benefit that you saw over the course of fiscal 2023, a lot of cash being deployed. How should we think about the step-up quarter-over-quarter in fiscal 2024? Is that going to be more of a flat year where the yield you get exiting the fiscal fourth quarter this year is going to be more or less the yield that you're going to have over the course of the year? Is there anything else we should be thinking about modeling for that?

Just to make sure the guide for the year is 190 basis points. I know we put a lot of yield numbers out there. When you think about Q4, it's a partial quarter, and you have those placements and the roll-off of the old contracts coming through, so you do get a little bit of upside relative to those new placements on the old contracts because we're going to place at higher rates, and we're going to place higher enhanced rates as well. So you'll have some increase there, but it's built into the guide that I gave already on that one. Also, you will have less variable cash in the base, which tempers the upside if the Fed continues to raise rates because there is less variable HSA cash to benefit from immediate Fed-driven increases.

There is still some quarterization just less dramatic than this year. Over time, under mainstream scenarios, yields will continue to go up as we replace contracts that were negotiated in a zero interest rate environment. So you'll see a tilt across quarters, but not as dramatic as in fiscal 2023.

Got it. Thank you.

Our next question comes from Sandy Draper with Guggenheim. Please go ahead.

Hi, Sandy.

Hi. How are you? Not a lot left to ask here, but maybe just a balance sheet question. On the other side of the interest rate environment, you mentioned Tyson variable rate debt. Could we be thinking about, it looks like you're on track to do, say, round numbers, $100 million of free cash flow this year, that would likely grow next year. Is the primary focus going to be on paying down the debt? And how should we be thinking about the cash — that free cash flow and how to bring that debt down? Thanks.

We're going to generate a lot of cash over the next couple of years. When you think about how that works, it is going to be one of the top items that I'll be thinking about to pay down that debt relative to, obviously, portfolio acquisition opportunities as they come to market. But those may be a little slower just given negotiations around terminal value and things like that. So I'd say those two things are top of mind. I'd love to make some paydown on that Term Loan A so we can kind of get rid of that headwind. From a terms perspective, we get to deduct about $350 million that kind of caps out there of cash to do the turns on our debt, if that makes sense. It's in our filings, so I won't get too close to that before we start making a paydown or an acquisition.

Got it. Thanks so much. That's my question.

Thanks, Sandy.

Our next question comes from Sean Dodge with RBC Capital Markets. Please go ahead.

Hey, Sean.

Hey. This is Thomas Kelliher on for Sean. Thanks for taking the question. So first one, I know there's nothing factored into fiscal 2024 guidance, and you just touched on it a little bit. But as you all think about HSA account growth over the next year or two, do you expect M&A could still be a meaningful driver? Or are most of the bigger near-term opportunities for consolidation kind of off the table at this point?

I think that M&A still has a role to play, and we continue to have very active discussions. This is an environment where we want to be disciplined, and it can be harder for a buyer and seller to come to an agreement. But sellers can look at where they stand on the league tables and understand what they're putting in the business versus what we and other leading players are. So my basic view is if I had to guess about our use of cash, I would guess we'd be more likely to utilize cash on acquisition opportunities that have high returns for shareholders. If we can, that's what we want.

All right. That's helpful. Thanks. And then a question on the investment accounts. Have you seen any changes in adoption or interest there, given you've got other options like the enhanced rate product, maybe versus your internal expectations? Or are you making any more of an effort around education on the merits of one versus the other?

We don't provide investment advice that tells people which option to pick, but we do give guidance through our registered advisors as to allocations if you're already in investments. We do a lot in terms of education to help people understand the long-term value of being in investments. If you look at HSA behavior this year, despite there not being a great place to hide in terms of asset classes, our members have held up remarkably well. Aggregate asset growth is 23%, and average account balance at HealthEquity has actually grown slightly year-over-year, which compares favorably to industry data. So I'm pretty pleased with the predictability of behavior we've seen.

All right. Thanks.

Our next question comes from David Larsen with BTIG. Please go ahead.

Hi, David.

Hey. How are you? Can you please talk about health card revenue and also commuter revenue? How is that trending this quarter relative to expectations and what's baked in the guidance? And I think sort of the peak headwind year, there was about a $30 million headwind for those two businesses. Just any color around how that's trending relative to your expectations? Thanks a lot.

Overall, they're in the range of how we think about forecasting them. They're definitely not exceeding our expectations, but they're slowly coming back through. It's becoming a very small part of the business in low single-digit contribution even though it is high margin. Card revenue is transactional, and we saw a little more softness on the FSA side versus the HSA side. Commuter continues to increase a little bit, which is a positive sign. Q4 is the heaviest quarter of spend for these products, so we'll see how that plays out.

Thanks very much. And then in terms of WageWorks synergies, I think the guidance had called for $80 million in annual synergies. Where are you at that $80 million? And how much incremental benefit are you expecting for next year for fiscal 2024?

We've done the work and hit the $80 million, and it's in the run rate now. That $80 million is there. There's not a revenue synergy quantified in that $80 million, but there are revenue benefits from the bundled sales approach and strategy changes from WageWorks. There are additional synergies that aren't quantified in that number, and we've largely finished the related spend from the WageWorks deal. Further's spend is a smaller number that's working its way through and decreasing, so the cash the business generates is improving thanks to the decreasing merger and integration spend.

Okay. Thanks. And then just my last question. In terms of the overall interest rate environment, I think the federal funds rate is at about 3.8% right now. If you look at the Fed's projections, they were calling for around 4.8% by the end of calendar 2023. That's 100 basis points up. We're at 6% core inflation. They want to get it to 2%. So my view is interest rates might go up well above 100 basis points next year. Any thoughts around that, just broadly speaking? And then let's say we do end up at around 5% as the federal funds rate. Does that mean your yield is going to be 500 basis points at some point in time? Thanks

You're getting into fiscal 2025 guidance. The consistent message is we'll be replacing those contracts that were negotiated in a zero interest rate environment with whatever the rates are at that time. So if they're higher at that time, that's great for the business. Over time, the math works its way through both ways — up and down. It's a reasonable thing to talk about, it's just not part of the current guidance.

Okay. Appreciate it. Thank you.

Thanks, David.

This concludes our question-and-answer session. I'd like to turn the conference back over to Jon Kessler for any closing remarks.

Well, we managed to do that and not quite under an hour, but we're working on it. Thanks all, and happy holidays to everyone and look forward to talking to a bunch of you in the next few days. And if we don't, then again, please, everyone, I wish you a safe and hopefully family-oriented time at the end of December. Enjoy.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.