HEALTHEQUITY, INC. 10-Q

Item 2. Management’s discussion and analysis of financial condition and results of operations The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. The following discussion and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Statements that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would” and similar expressions or variations intended to identify forward-looking statements. Such statements include, but are not limited to, statements concerning our ability to integrate acquired businesses, the anticipated synergies and other benefits of acquired businesses and any future acquisitions, health savings accounts and other tax-advantaged consumer-directed benefits, tax and other regulatory changes, market opportunity, our future financial and operating results, our investment and acquisition strategy, our sales and marketing strategy, management’s plans, beliefs and objectives for future operations, technology and development, economic and industry trends or trend analysis, expectations about seasonality, opportunity for portfolio purchases and other acquisitions, operating expenses, anticipated income tax rates, capital expenditures, cash flows and liquidity. These statements are based on the beliefs and assumptions of our management based on information currently available to us. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk factors” included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024, this Quarterly Report on Form 10-Q and our other reports filed with the SEC. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such events. Overview We are a leader and an innovator in providing technology-enabled services that empower consumers to make healthcare saving and spending decisions. We use our innovative technology to manage consumers' tax-advantaged health savings accounts ("HSAs") and other consumer-directed benefits ("CDBs") offered by employers, including flexible spending accounts and health reimbursement arrangements (“FSAs” and “HRAs”), and to administer Consolidated Omnibus Budget Reconciliation Act (“COBRA”), commuter and other benefits. As part of our services, we provide consumers with payment processing services, personalized benefit information, the ability to earn wellness incentives, and investment advice to grow their tax-advantaged healthcare savings. The core of our offerings is the HSA, a financial account through which consumers spend and save long-term for healthcare expenses on a tax-advantaged basis. As of July 31, 2024, we administered 9.4 million HSAs, with balances totaling $29.5 billion, which we call HSA Assets, as well as 6.9 million complementary CDBs. We refer to the aggregate number of HSAs and other CDBs that we administer as Total Accounts, of which we had 16.3 million as of July 31, 2024. We reach consumers primarily through relationships with their employers, which we call Clients. We reach Clients primarily through relationships with benefits brokers and advisors, integrated partnerships with a network of health plans, benefits administrators, benefits brokers and consultants, and retirement plan recordkeepers, which we call Network Partners, and a sales force that calls on Clients directly. We have increased our share of the growing HSA market from 4% in December 2010 to 20% as of December 2023, measured by HSA Assets. According to Devenir, as of December 2023, we were the largest HSA provider by both accounts and HSA Assets. In addition, we believe we are the largest provider of other CDBs. We seek to differentiate ourselves through our service-driven culture, product breadth, ecosystem connectivity, and proprietary technology. Our proprietary technology allows us to help consumers optimize the value of their HSAs and other CDBs and gain confidence and skills in managing their healthcare costs as part of their financial security. -19- Table of Contents Our ability to assist consumers is enhanced by our capacity to securely share data in both directions with others in the health, benefits, and retirement ecosystems. Our commuter benefits offering also leverages connectivity to an ecosystem of mass transit, ride hailing, and parking providers. We earn revenue primarily from three sources: service, custodial, and interchange. We earn service revenue mainly from fees paid by our Network Partners, Clients, and members for the administration services we provide in connection with the HSAs and other CDBs we offer. We earn custodial revenue primarily from HSA cash held by our federally insured bank and credit union partners, which we collectively call our Depository Partners, HSA cash held by our insurance company partners, and Client-held funds deposited with our Depository Partners. We earn interchange revenue mainly from fees paid by merchants on payments that our members make using our physical payment cards and on our virtual payment system. See “Key components of our results of operations” for additional information on our sources of revenue. BenefitWallet HSA portfolio acquisition In September 2023, we entered into an agreement to acquire the BenefitWallet HSA portfolio from Conduent Business Services, LLC ("Conduent"). The transfer closed in a series of three tranches, as presented in the following table: Transfers to HealthEquity Applicable purchase price (in thousands, except HSA Assets) HSAs HSA Assets (in millions) Paid using cash on hand Paid using borrowings under the Prior Revolving Credit Facility Total purchase price March 7, 2024 266 $ 1,071 $ 163,974 $ — $ 163,974 April 11, 2024 134 555 34,925 50,000 84,925 May 9, 2024 216 1,047 1,101 175,000 176,101 Total 616 $ 2,673 $ 200,000 $ 225,000 $ 425,000 The BenefitWallet HSA portfolio acquisition was accounted for as an asset acquisition, and related acquisition costs were capitalized as part of the cost of the asset, which is included within intangible assets, net, on our condensed consolidated balance sheet. We capitalized $27.2 million of transaction costs associated with the acquisition during the six months ended July 31, 2024, which includes the reimbursement of $20.0 million of Conduent's transfer-related expenses. In addition, in May 2024, we assumed a contract with a Depository Partner representing approximately 7% of the total HSA Assets added through the acquisition, which provides a custodial yield that is below current market rates and expires in June 2026. We recorded deferred revenue of $20.3 million in May 2024 as a result of the assumed contract, which will be recorded as an increase to custodial revenue over the life of the assumed contract. Key factors affecting our performance We believe that our future performance will be driven by a number of factors, including those identified below. Each of these factors presents both significant opportunities and significant risks to our future performance. See also the section entitled “Risk factors” included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024, this Quarterly Report on Form 10-Q and our other reports filed with the SEC. Our acquisition and integration strategy We have historically acquired HSA portfolios and businesses that strengthen our service offerings. We plan to continue this growth strategy and are regularly engaged in evaluating different opportunities. We have developed an internal capability to source, evaluate, and integrate acquired HSA portfolios. Our success depends in part on our ability to successfully integrate acquired businesses and HSA portfolios with our business in an efficient and effective manner. Structural change in U.S. health insurance We derive revenue primarily from healthcare-related saving and spending by consumers in the U.S., which are driven by changes in the broader healthcare industry, including the structure of health insurance. The average family premium for employer-sponsored health insurance has risen by 22% since 2018 and 47% since 2013, resulting in increased participation in HSA-qualified health plans and HSAs and increased consumer cost-sharing in health insurance more generally. We believe that continued growth in healthcare costs and related factors will spur continued growth in HSA-qualified health plans and HSAs and may encourage policy changes making HSAs or -20- Table of Contents similar vehicles available to new populations such as individuals in Medicare. However, the timing and impact of these and other developments in U.S. healthcare are uncertain. Moreover, changes in healthcare policy, such as "Medicare for all" plans, could materially and adversely affect our business in ways that are difficult to predict. Trends in U.S. tax law Tax law has a profound impact on our business. Our offerings to members, Clients, and Network Partners consist primarily of services enabled, mandated, or advantaged by provisions of U.S. tax law and regulations. Changes in tax policy are speculative and may affect our business in ways that are difficult to predict. Our client base Our business model is based on a B2B2C distribution strategy, whereby we work with Network Partners and Clients to reach consumers to increase the number of our members with HSA accounts and complementary CDBs. We believe that there are significant opportunities to expand the scope of services that we provide to our current Clients. Broad distribution footprint We believe we have a diverse distribution footprint to attract new Clients and Network Partners. Our sales force calls on enterprise and regional employers in industries across the U.S., as well as potential Network Partners from among health plans, benefits administrators, and retirement plan record keepers. Our Network Partners are a key channel through which we gain access to Clients and members. Our Network Partners collectively employ thousands of sales representatives and account managers who promote both the Network Partners' products and our products and services. Our sales representatives and account management teams work with and train the sales representatives and account management teams of our Network Partners. Product breadth We are the largest custodian and administrator of HSAs, as well as a market-share leader in each of the major categories of complementary CDBs, including FSAs and HRAs, COBRA and commuter benefits administration. Our Clients and their benefits advisors increasingly seek HSA providers that can deliver an integrated offering of HSAs and complementary CDBs. With our CDB capabilities, we can provide employers with a single partner for both HSAs and complementary CDBs, which is preferred by the vast majority of employers, according to research conducted for us by Aite Group. We believe that the combination of HSA and complementary CDB offerings significantly strengthens our value proposition to employers, health benefits brokers and consultants, and Network Partners as a leading single-source provider. Interest rates As a non-bank custodian, our members’ custodial HSA cash assets are held by either our federally insured Depository Partners (our Basic Rates offering), pursuant to contractual arrangements we have with these Depository Partners, or by our insurance company partners through group annuity contracts or other similar arrangements (our Enhanced Rates offering). For the reasons described below, we have encouraged our members to place more of their HSA cash in our Enhanced Rates offering. As our Basic Rates contracts expire, the HSA cash held in those Basic Rates contracts will transition to Enhanced Rates contracts, subject to our members retaining the right to keep their HSA cash in Basic Rates. The lengths of our agreements with Depository Partners typically range from three to five years and may have fixed or variable interest rate terms. The terms of new and renewing agreements with our Depository Partners are impacted by the then-prevailing interest rate environment, which in turn is driven by macroeconomic factors and government policies over which we have no control. Such factors, and the response of our competitors to them, also determine the amount of interest retained by our members. HSA members who place their HSA cash into our Enhanced Rates offering retain a higher yield compared to our Basic Rates offering. An increase in the percentage of HSA cash held in our Enhanced Rates offering also positively impacts our custodial revenue, as we generally receive a higher yield on HSA cash held by our insurance company partners compared to cash held by our Depository Partners. As with our Depository Partners, yields paid by our insurance company partners are impacted by the prevailing interest rate environment, which in turn is driven by macroeconomic factors and government policies over which we have no control. Such factors, and the response of our competitors to them, also determine the amount of interest retained by our members. We believe that increased participation in our Enhanced Rates offering, diversification of Depository Partners and insurance company partners, varied contract terms, and other factors reduce our exposure to short-term fluctuations in prevailing interest rates and mitigate the short-term impact of sustained increases or declines in prevailing -21- Table of Contents interest rates on our custodial revenue. Over longer periods, sustained shifts in prevailing interest rates affect the amount of custodial revenue we can realize on custodial assets and the interest retained by our members. Interest on our revolving credit facility changes frequently due to variable interest rate terms, and as a result, our interest expense is expected to fluctuate based on changes in prevailing interest rates. Our proprietary technology We believe that innovations incorporated in our technology differentiate us from our competitors and help drive our growth by enabling us to better assist consumers to make healthcare saving and spending decisions and maximize the value of their tax-advantaged benefits. Our full suite of CDB offerings complements our HSA solution and enhances our leadership position within the HSA sector. We are currently investing in a significant modernization of our proprietary technology platforms to support new opportunities and enhance security, privacy and platform infrastructure, while maintaining existing applications, features, and services. For example, we are making significant investments in the architecture and infrastructure of the technology that we use to provide our services to improve our transaction processing capabilities and support continued account and transaction growth, as well as in data-driven personalized engagement to help our members spend less, save more, and build wealth for retirement. In addition, we are investing in technology solutions to meet the evolving needs of our members, Clients and Network Partners. Our current innovation efforts include, among others, increasing member and client self-service capabilities, developing APIs, driving electronic communication rather than paper, increasing straight-through processing, improving overall process times utilizing both traditional robotic process automation, and increasingly through AI tools, leveraging stacked cards, and mobile wallet. Our Purple culture A successful healthcare consumer needs education and guidance delivered by people as well as by technology. The education and customer service we provide is driven by our Purple culture, which we believe is a significant factor in our ability to attract and retain customers and to address opportunities in the rapidly changing healthcare sector. We invest in and intend to continue to invest in human capital through technology-enabled training, career development, and advancement opportunities. Our competition and industry Our direct competitors are HSA custodians and other CDB providers. Many of these are state or federally chartered banks and other financial institutions for which we believe benefits administration services are not a core business. Some of our direct competitors (including healthcare service companies such as UnitedHealth Group's Optum, Webster Bank, and well-known retail investment companies, such as Fidelity Investments) are in a position to devote more resources to the development, sale, and support of their products and services than we have at our disposal. Our other CDB administration competitors include health insurance carriers, human resources consultants and outsourcers, payroll providers, national CDB specialists, regional third-party administrators, and commercial banks. In addition, numerous indirect competitors, including benefits administration service providers, partner with banks and other HSA custodians to compete with us. Our Network Partners and ecosystem partners may also choose to offer competitive services directly, as some health plans have done. Our success depends on our ability to predict and react quickly to these and other industry and competitive dynamics. Regulatory environment Federal law and regulations, including the Affordable Care Act, the Internal Revenue Code, the Employee Retirement Income Security Act and Department of Labor regulations, and public health regulations that govern the provision of health insurance and provide the tax advantages associated with our services, play a pivotal role in determining our market opportunity. Privacy and data security-related laws such as the Health Insurance Portability and Accountability Act, or HIPAA, and the Gramm-Leach-Bliley Act, laws governing the provision of investment advice to consumers, such as the Investment Advisers Act of 1940, or the Advisers Act, the USA PATRIOT Act, anti-money laundering laws, and the Federal Deposit Insurance Act, all play a similar role in determining our competitive landscape. In addition, state-level regulations also have significant implications for our business in some cases. For example, our subsidiary HealthEquity Trust Company is regulated by the Wyoming Division of Banking, and several states are considering, or have already passed, new privacy regulations that can affect our business. Various states also have laws and regulations that impose additional restrictions on our collection, storage, and use of personally identifiable information. Privacy regulation in particular has become a priority issue in many states, including, for example, the California Privacy Rights Act, which became effective on January 1, 2023. Our ability to predict and react quickly to relevant legal and regulatory trends and to correctly interpret their market and competitive implications is important to our success. -22- Table of Contents Key financial and operating metrics We regularly review a number of key operating and financial metrics to evaluate our business, determine the allocation of our resources, make decisions regarding corporate strategies and evaluate forward-looking projections and trends affecting our business. We discuss certain of these key financial metrics, including revenue, below in the section entitled “Key components of our results of operations.” In addition, we utilize other key metrics as described below. Total Accounts The following table sets forth our HSAs, CDBs, and Total Accounts as of and for the periods indicated: (in thousands, except percentages) July 31, 2024 July 31, 2023 % Change January 31, 2024 HSAs 9,383 8,164 15 % 8,692 New HSAs from sales - Quarter-to-date 187 156 20 % 497 New HSAs from sales - Year-to-date 382 290 32 % 949 New HSAs from acquisitions - Year-to-date 616 — * — HSAs with investments 711 574 24 % 610 CDBs 6,898 6,831 1 % 7,006 Total Accounts 16,281 14,995 9 % 15,698 Average Total Accounts - Quarter-to-date 16,214 14,954 8 % 15,318 Average Total Accounts - Year-to-date 16,066 14,967 7 % 15,105 * Not meaningful The number of our HSAs and CDBs are key metrics because our revenue is driven by the amount we earn from them. The number of our HSAs increased by 1.2 million, or 15%, from July 31, 2023 to July 31, 2024, driven by new HSAs added through the BenefitWallet HSA portfolio acquisition and new HSAs from sales. The number of our CDBs increased by 67 thousand, or 1%, from July 31, 2023 to July 31, 2024, primarily driven by an increase in HRA accounts, largely offset by a decrease in FSA and COBRA accounts. HSA Assets The following table sets forth HSA Assets as of and for the periods indicated: (in millions, except percentages) July 31, 2024 July 31, 2023 % Change January 31, 2024 HSA cash $ 16,368 $ 14,021 17 % $ 15,006 HSA investments 13,099 9,181 43 % 10,208 Total HSA Assets 29,467 23,202 27 % 25,214 Average daily HSA cash - Quarter-to-date 16,363 14,001 17 % 14,210 Average daily HSA cash - Year-to-date 15,875 14,048 13 % 14,071 HSA Assets includes our HSA members’ custodial assets, which consists of the following components: (i) HSA cash, which includes member cash held by our Depository Partners and our insurance company partners, and (ii) HSA investments, which includes member investments held by our custodial investment partner. Measuring HSA Assets is important because our custodial revenue is directly affected by average daily custodial balances for HSA Assets that are revenue generating. HSA cash increased by $2.3 billion, or 17%, from July 31, 2023 to July 31, 2024, due to HSA cash added through the BenefitWallet HSA portfolio acquisition and net HSA contributions from new and existing HSA members, partially offset by transfers to HSA investments. HSA investments increased by $3.9 billion, or 43%, from July 31, 2023 to July 31, 2024, due to the increased market value of invested balances, transfers from HSA cash, and HSA investments added through the BenefitWallet HSA portfolio acquisition. Total HSA Assets increased by $6.3 billion, or 27%, from July 31, 2023 to July 31, 2024, primarily due to HSA Assets added through the BenefitWallet HSA portfolio acquisition, the increased market value of invested balances, and net HSA contributions from new and existing HSA members. -23- Table of Contents The following table summarizes the amount of HSA cash held by our Depository Partners and insurance company partners that is expected to reprice by fiscal year and the respective average annualized yield currently earned on that HSA cash as of July 31, 2024: Year ending January 31, (in billions, except percentages) HSA cash expected to reprice Average annualized yield Remainder of 2025 $ 1.9 3.7 % 2026 3.4 1.8 % 2027 3.4 1.8 % 2028 2.0 3.9 % Thereafter 5.1 4.1 % Total (1) $ 15.8 3.1 % (1) Excludes $0.6 billion of HSA cash held in floating-rate contracts as of July 31, 2024. Client-held funds (in millions, except percentages) July 31, 2024 July 31, 2023 % Change January 31, 2024 Client-held funds $ 817 $ 811 1 % $ 842 Average daily Client-held funds - Quarter-to-date 860 891 (3) % 791 Average daily Client-held funds - Year-to-date 850 896 (5) % 845 Client-held funds are interest-earning deposits from which we generate custodial revenue. These deposits are amounts remitted by Clients and held by us on their behalf to pre-fund and facilitate administration of CDBs. We deposit the Client-held funds with our Depository Partners in interest-bearing, demand deposit accounts that have a floating interest rate and no set term or duration. Client-held funds fluctuate depending on the timing of funding and spending of CDB balances and the number of CDBs we administer. Adjusted EBITDA We define Adjusted EBITDA, which is a non-GAAP financial metric, as earnings before interest, taxes, depreciation and amortization, amortization of acquired intangible assets, stock-based compensation expense, merger integration expenses, acquisition costs, gains and losses on equity securities, amortization of incremental costs to obtain a contract, costs associated with unused office space, and certain other non-operating items. We believe that Adjusted EBITDA provides useful information to investors and analysts in understanding and evaluating our operating results in the same manner as our management and our board of directors because it reflects operating profitability before consideration of non-operating expenses and non-cash expenses and serves as a basis for comparison against other companies in our industry. The following table presents a reconciliation of net income, the most comparable GAAP financial measure, to Adjusted EBITDA for the periods indicated: Three months ended July 31, Six months ended July 31, (in thousands) 2024 2023 2024 2023 Net income $ 35,822 $ 10,581 $ 64,635 $ 14,675 Interest income (3,103) (2,484) (6,984) (4,082) Interest expense 15,427 13,272 27,222 28,269 Income tax provision 10,794 3,643 15,220 9,561 Depreciation and amortization 12,629 15,180 26,022 31,055 Amortization of acquired intangible assets 30,981 23,166 56,526 46,332 Stock-based compensation expense 21,574 20,073 53,594 38,277 Merger integration expenses 1,777 2,044 3,920 5,502 Amortization of incremental costs to obtain a contract 1,681 1,350 3,313 2,654 Costs associated with unused office space 806 1,286 1,596 2,302 Other (101) — 658 153 Adjusted EBITDA $ 128,287 $ 88,111 $ 245,722 $ 174,698 -24- Table of Contents The following table sets forth our net income as a percentage of revenue: Three months ended July 31, Six months ended July 31, (in thousands, except percentages) 2024 2023 $ Change % Change 2024 2023 $ Change % Change Net income $ 35,822 $ 10,581 $ 25,241 239 % $ 64,635 $ 14,675 $ 49,960 340 % As a percentage of revenue 12 % 4 % 11 % 3 % Our net income increased by $25.2 million, or 239%, from the three months ended July 31, 2023 to the three months ended July 31, 2024, due to an increase in gross profit, partially offset by increases in operating expenses, income tax provision, and other expense, as described more fully in the section entitled "Comparison of the three and six months ended July 31, 2024 and 2023." Our net income increased by $50.0 million, or 340%, from the six months ended July 31, 2023 to the six months ended July 31, 2024, due to an increase in gross profit and a decrease in other expense, partially offset by increases in operating expenses and income tax provision, as described more fully in the section entitled "Comparison of the three and six months ended July 31, 2024 and 2023." The following table sets forth our Adjusted EBITDA as a percentage of revenue: Three months ended July 31, Six months ended July 31, (in thousands, except percentages) 2024 2023 $ Change % Change 2024 2023 $ Change % Change Adjusted EBITDA $ 128,287 $ 88,111 $ 40,176 46 % $ 245,722 $ 174,698 $ 71,024 41 % As a percentage of revenue 43 % 36 % 42 % 36 % Our Adjusted EBITDA increased by $40.2 million, or 46%, from the three months ended July 31, 2023 to the three months ended July 31, 2024, primarily due to an increase in total revenue, partially offset by increases in professional fees and personnel-related costs. Our Adjusted EBITDA increased by $71.0 million, or 41%, from the six months ended July 31, 2023 to the six months ended July 31, 2024, primarily due to an increase in total revenue, partially offset by increases in professional fees and personnel-related costs. Our use of Adjusted EBITDA, including as a percentage of revenue, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. -25- Table of Contents Non-GAAP net income Non-GAAP net income is calculated by adding back to GAAP net income before income taxes the following items: amortization of acquired intangible assets, stock-based compensation expense, merger integration expenses, acquisition costs, gains and losses on equity securities, costs associated with unused office space, and losses on extinguishment of debt, and subtracting a non-GAAP tax provision using a normalized non-GAAP tax rate. We believe that non-GAAP net income and non-GAAP net income per diluted share provide useful information to investors and analysts in understanding and evaluating our operating results in the same manner as our management and our board of directors because these non-GAAP metrics reflect operating profitability before consideration of certain non-operating expenses and non-cash expenses and serve as a basis for comparison against other companies in our industry. The following table presents a reconciliation of net income, the most comparable GAAP financial measure, to non-GAAP net income for the periods indicated: Three months ended July 31, Six months ended July 31, (in thousands, except per share data) 2024 2023 2024 2023 Net income $ 35,822 $ 10,581 $ 64,635 $ 14,675 Income tax provision 10,794 3,643 15,220 9,561 Income before income taxes - GAAP 46,616 14,224 79,855 24,236 Non-GAAP adjustments: Amortization of acquired intangible assets 30,981 23,166 56,526 46,332 Stock-based compensation expense 21,574 20,073 53,594 38,277 Merger integration expenses 1,777 2,044 3,920 5,502 Costs associated with unused office space 806 1,286 1,596 2,302 Loss on extinguishment of debt — — — 1,157 Total adjustments to income before income taxes - GAAP 55,138 46,569 115,636 93,570 Income before income taxes - Non-GAAP 101,754 60,793 195,491 117,806 Income tax provision - Non-GAAP (1) 25,439 15,199 48,873 29,452 Non-GAAP net income 76,315 45,594 146,618 88,354 Diluted weighted-average shares 88,646 86,341 88,606 86,356 GAAP net income per diluted share $ 0.40 $ 0.12 $ 0.73 $ 0.17 Non-GAAP net income per diluted share $ 0.86 $ 0.53 $ 1.65 $ 1.02 (1) The Company utilizes a normalized non-GAAP tax rate to provide better consistency across the interim reporting periods within a given fiscal year by eliminating the effects of non-recurring and period-specific items, which can vary in size and frequency, and which are not necessarily reflective of the Company’s longer-term operations. The normalized non-GAAP tax rate applied to each period presented was 25%. The Company may adjust its non-GAAP tax rate as additional information becomes available and in conjunction with any other significant events occurring that may materially affect this rate, such as merger and acquisition activity, changes in business outlook, or other changes in expectations regarding tax regulations. Our non-GAAP net income increased by $30.7 million, or 67%, from the three months ended July 31, 2023 to the three months ended July 31, 2024, primarily due to an increase in total revenue, partially offset by increases in personnel-related costs and interest expense. Our non-GAAP net income increased by $58.3 million, or 66%, from the six months ended July 31, 2023 to the six months ended July 31, 2024, primarily due to an increase in total revenue, partially offset by increases in personnel-related costs and interest expense. Our use of non-GAAP net income has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Key components of our results of operations Revenue We generate revenue from three primary sources: service revenue, custodial revenue, and interchange revenue. Service revenue. We earn service revenue from the fees we charge our Network Partners, Clients, and members for the administration services we provide in connection with the HSAs and other CDBs we offer. With respect to our -26- Table of Contents Network Partners and Clients, our fees are generally based on a fixed tiered structure for the duration of the relevant service agreement and are paid to us on a monthly basis. In addition, once a member’s HSA cash balance reaches a certain threshold, the member is able to invest his or her HSA Assets through our investment partner from which we earn recordkeeping and advisory fees, calculated as a percentage of the member's HSA investments. We recognize revenue on a monthly basis as services are rendered to our members and Clients. Custodial revenue. We earn custodial revenue primarily from HSA cash held by our Depository Partners or our insurance company partners and Client-held funds held by our Depository Partners. HSA cash is held by our Depository Partners pursuant to contracts that (i) typically have terms ranging from three to five years, (ii) provide for a fixed or variable interest rate payable on the average daily cash balances held by the relevant Depository Partner, and (iii) have minimum and maximum required balances. HSA cash held by our insurance company partners is held in group annuity contracts or similar arrangements. Client-held funds held by our Depository Partners are held in interest-bearing demand deposit accounts that have a floating interest rate and no set term or duration. We earn custodial revenue on HSA cash and Client-held funds that is based on the interest rates offered to us by these Depository Partners and insurance company partners. Interchange revenue. We earn interchange revenue each time one of our members uses one of our physical payment cards or virtual platforms to make a purchase. This revenue is collected each time a member “swipes” our payment card to pay expenses. We recognize interchange revenue monthly based on reports received from third parties, namely, the card-issuing banks and card processors. Cost of revenue Service costs. Service costs are comprised of costs related to servicing accounts, managing Client and Network Partner relationships and processing reimbursement claims. Expenditures include personnel-related costs, depreciation, amortization, stock-based compensation, common expense allocations (such as office rent, supplies, and other overhead expenses), new member and participant supplies, and other operating costs related to servicing our members. Custodial costs. Custodial costs are comprised of interest retained by our HSA members on HSA cash and fees we pay to banking consultants whom we use to help secure agreements with our Depository Partners. Interest retained by HSA members is calculated on a tiered basis. The interest rates retained by HSA members can change based on a formula or upon required notice. Interchange costs. Interchange costs are comprised of costs we incur in connection with processing payment transactions initiated by our members. Due to the substantiation requirement on FSA/HRA-linked payment card transactions, payment card costs are higher for FSA/HRA card transactions. In addition to fixed per card fees, we are assessed additional transaction costs determined by the amount of the transaction. Gross profit and gross margin Our gross profit is our total revenue minus our total cost of revenue, and our gross margin is our gross profit expressed as a percentage of our total revenue. Our gross margin has been and will continue to be affected by a number of factors, including interest rates, the amount we charge our Network Partners, Clients, and members, the mix of our sources of revenue, how many services we deliver per account, and payment processing costs per account. Operating expenses Sales and marketing. Sales and marketing expenses consist primarily of personnel and related expenses for our sales and marketing staff, including sales commissions for our direct sales force, external agent/broker commission expenses, marketing expenses, depreciation, amortization, stock-based compensation, and common expense allocations. Technology and development. Technology and development expenses include personnel and related expenses for software development and delivery, licensed software, information technology, data management, product, and security. Technology and development expenses also include software engineering services, the costs of operating our technology infrastructure, depreciation, amortization of capitalized software development costs, stock-based compensation, and common expense allocations. General and administrative. General and administrative expenses include personnel and related expenses of, and professional fees incurred by our executive, finance, legal, internal audit, corporate development, compliance, and people departments. They also include depreciation, amortization, stock-based compensation, and common expense allocations. -27- Table of Contents Amortization of acquired intangible assets. Amortization of acquired intangible assets results primarily from intangible assets acquired in connection with business combinations. The assets include acquired customer relationships, acquired developed technology, and acquired trade names and trademarks, which we amortize over the assets' estimated useful lives, estimated to be 7-15 years, 2-5 years, and 3 years, respectively. We also acquired intangible HSA portfolios from third-party custodians. We amortize these assets over the assets’ estimated useful life of 15 years. We evaluate our acquired intangible assets for impairment annually, or at a triggering event. Merger integration. Merger integration expenses include personnel and related expenses, including severance, professional fees, legal expenses, and facilities and technology expenses directly related to integration activities to merge operations as a result of acquisitions. Interest expense Interest expense consists primarily of accrued interest expense and amortization of deferred financing costs associated with our long-term debt. Interest on our revolving credit facility changes frequently due to variable interest rate terms, and as a result, our interest expense is expected to fluctuate based on changes in prevailing interest rates. Other income, net Other income, net, consists of interest income earned on corporate cash and other miscellaneous income and expense. Income tax provision We are subject to federal and state income taxes in the United States based on a January 31 fiscal year end. We use the asset and liability method to account for income taxes, under which current tax liabilities and assets are recognized for the estimated taxes payable or refundable on the tax returns for the current fiscal year. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, net operating loss carryforwards, and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted statutory tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized or settled. Valuation allowances are established when necessary to reduce net deferred tax assets to the amount expected to be realized. As of July 31, 2024, we have not recorded a valuation allowance on federal deferred tax assets, but we have recorded a valuation allowance on certain state deferred tax assets. We maintain an overall net federal and state deferred tax liability on our condensed consolidated balance sheet. -28- Table of Contents Comparison of the three and six months ended July 31, 2024 and 2023 Certain reclassifications have been made to prior year amounts to conform to the current year presentation. The reclassifications relate primarily to recordkeeping and advisory fees associated with HSA investments, which were reclassified from custodial revenue to service revenue to better align our financial statement presentation with the underlying drivers of our revenue streams. We also reclassified certain immaterial personnel-related costs from custodial costs to service costs or general and administrative costs. The reclassifications had no impact on our total revenue, income from operations, net income, cash flows, or stockholders' equity. The following table presents the impact of the reclassifications: Three months ended July 31, 2023 Six months ended July 31, 2023 (in thousands) Prior presentation Reclassifications Current presentation Prior presentation Reclassifications Current presentation Service revenue $ 105,719 $ 6,241 $ 111,960 $ 210,831 $ 12,202 $ 223,033 Custodial revenue 98,917 (6,241) 92,676 193,358 (12,202) 181,156 Interchange revenue 38,913 — 38,913 83,792 — 83,792 Total revenue 243,549 — 243,549 487,981 — 487,981 Total cost of revenue 92,619 (735) 91,884 189,225 (1,379) 187,846 Gross profit 150,930 735 151,665 298,756 1,379 300,135 Total operating expenses 126,190 735 126,925 250,835 1,379 252,214 Total other expense (10,516) — (10,516) (23,685) — (23,685) Income tax provision 3,643 — 3,643 9,561 — 9,561 Net income $ 10,581 $ — $ 10,581 $ 14,675 $ — $ 14,675 Revenue The following table sets forth our revenue for the periods indicated: Three months ended July 31, Six months ended July 31, (in thousands, except percentages) 2024 2023 $ Change % Change 2024 2023 $ Change % Change Service revenue $ 116,720 $ 111,960 $ 4,760 4 % $ 234,934 $ 223,033 $ 11,901 5 % Custodial revenue 138,684 92,676 46,008 50 % 260,328 181,156 79,172 44 % Interchange revenue 44,524 38,913 5,611 14 % 92,263 83,792 8,471 10 % Total revenue $ 299,928 $ 243,549 $ 56,379 23 % $ 587,525 $ 487,981 $ 99,544 20 % Service revenue. The $4.8 million, or 4%, increase in service revenue from the three months ended July 31, 2023 to the three months ended July 31, 2024 was primarily due to the increases in the number of HSAs and the amount of HSA investments, partially offset by lower average service fees per account. The $11.9 million, or 5%, increase in service revenue from the six months ended July 31, 2023 to the six months ended July 31, 2024 was primarily due to the increases in the number of HSAs and the amount of HSA investments, partially offset by lower average service fees per account. We expect service revenue to continue to increase, primarily due to an increase in Total Accounts, partially offset by lower average service fees per account. Custodial revenue. The $46.0 million, or 50%, increase in custodial revenue from the three months ended July 31, 2023 to the three months ended July 31, 2024 was primarily due to an increase in average annualized yield on HSA cash from 2.37% for the three months ended July 31, 2023 to 3.10% for the three months ended July 31, 2024 (due to both higher market interest rates and increased participation in our Enhanced Rates offering), the $2.4 billion, or 17%, increase in the average daily balance of HSA cash, as described above, and an increase in interest rates on the portion of our Client-held funds held by our Depository Partners in interest-bearing, demand deposit accounts that have a floating interest rate. The $79.2 million, or 44%, increase in custodial revenue from the six months ended July 31, 2023 to the six months ended July 31, 2024 was primarily due to an increase in average annualized yield on HSA cash from 2.34% for the six months ended July 31, 2023 to 3.02% for the six months ended July 31, 2024 (due to both higher market interest rates and increased participation in our Enhanced Rates offering), the $1.8 billion, or 13%, increase in the average -29- Table of Contents daily balance of HSA cash, as described above, and an increase in interest rates on the portion of our Client-held funds held by our Depository Partners in interest-bearing, demand deposit accounts that have a floating interest rate. Assuming the current interest rate environment continues, we expect our average annualized yield on HSA cash to further increase as our existing agreements with our Depository Partners are renewed or replaced with agreements with higher rates, resulting in higher custodial revenue. In addition, we expect an increase in the percentage of HSA cash held in our Enhanced Rates offering to continue to positively impact our average annualized yield and thus our custodial revenue. As Basic Rates contracts mature, we intend to transfer the associated HSA cash into Enhanced Rates contracts unless the HSA member affirmatively opts to remain in the Basic Rates offering. Interchange revenue. The $5.6 million, or 14%, increase in interchange revenue from the three months ended July 31, 2023 to the three months ended July 31, 2024 was primarily due to an increase in Total Accounts and an increase in spend per account. The $8.5 million, or 10%, increase in interchange revenue from the six months ended July 31, 2023 to the six months ended July 31, 2024 was primarily due to an increase in Total Accounts and an increase in spend per account. Total revenue. Total revenue increased $56.4 million, or 23%, from the three months ended July 31, 2023 to the three months ended July 31, 2024 due to the increases in custodial, interchange, and service revenues, described above. Total revenue increased $99.5 million, or 20%, from the six months ended July 31, 2023 to the six months ended July 31, 2024 due to the increases in custodial, service, and interchange revenues, described above. Cost of revenue The following table sets forth our cost of revenue for the periods indicated: Three months ended July 31, Six months ended July 31, (in thousands, except percentages) 2024 2023 $ Change % Change 2024 2023 $ Change % Change Service costs $ 76,915 $ 76,904 $ 11 0 % $ 159,262 $ 157,777 $ 1,485 1 % Custodial costs 10,108 8,037 2,071 26 % 19,165 16,075 3,090 19 % Interchange costs 8,853 6,943 1,910 28 % 17,908 13,994 3,914 28 % Total cost of revenue $ 95,876 $ 91,884 $ 3,992 4 % $ 196,335 $ 187,846 $ 8,489 5 % Service costs. The $11 thousand, or less than one percent, increase in service costs from the three months ended July 31, 2023 to the three months ended July 31, 2024 was primarily due to increases in personnel-related costs to support the increase in Total Accounts, offset by efficiencies resulting from our technology investments and lower amortization expense. The $1.5 million, or 1%, increase in service costs from the six months ended July 31, 2023 to the six months ended July 31, 2024 was primarily due to increases in personnel-related costs to support the increase in Total Accounts, largely offset by efficiencies resulting from our technology investments and lower amortization expense. Custodial costs. The $2.1 million, or 26%, increase in custodial costs from the three months ended July 31, 2023 to the three months ended July 31, 2024 was primarily due to the $1.8 billion, or 13%, increase in the year-over-year average daily balance of HSA cash, as described above, an increase in fees charged by our Depository Partners, and an increase in the average annualized rate of interest retained by HSA members on HSA cash from 0.22% during the three months ended July 31, 2023 to 0.23% during the three months ended July 31, 2024. The $3.1 million, or 19%, increase in custodial costs from the six months ended July 31, 2023 to the six months ended July 31, 2024 was primarily due to the $1.8 billion, or 13%, increase in the year-over-year average daily balance of HSA cash, as described above, an increase in fees charged by our Depository Partners, and an increase in the average annualized rate of interest retained by HSA members on HSA cash from 0.22% during the six months ended July 31, 2023 to 0.23% during the six months ended July 31, 2024. On an annual basis, relative to the fiscal year ended January 31, 2024, we expect custodial costs to increase due to an increase in the year-over-year average daily balance of HSA cash and an increase in the average annualized rate of interest retained by HSA members on HSA cash. -30- Table of Contents Interchange costs. The $1.9 million, or 28%, increase in interchange costs from the three months ended July 31, 2023 to the three months ended July 31, 2024 was primarily due to an increase in Total Accounts and certain costs associated with our transition to a single card processor, which transition was completed in August 2024. The $3.9 million, or 28%, increase in interchange costs from the six months ended July 31, 2023 to the six months ended July 31, 2024 was primarily due to an increase in Total Accounts and certain costs associated with our transition to a single card processor, which transition was completed in August 2024. Total cost of revenue. As we continue to add Total Accounts, we expect that our cost of revenue will increase in dollar amount to support our Network Partners, Clients, and members. However, on an annual basis, relative to the fiscal year ended January 31, 2024, we expect our cost of revenue to decrease as a percentage of our total revenue, primarily due to an increase in custodial revenue, partially offset by increases in personnel costs. For the six months ended July 31, 2024, cost of revenue as a percentage of total revenue decreased to 33.4% from 38.5% for the six months ended July 31, 2023, due to total revenue increasing at a significantly higher rate (20%) than total cost of revenue (5%). Cost of revenue will continue to be affected by a number of different factors, including our ability to scale our service delivery, Network Partner implementation, and account management functions. Operating expenses The following table sets forth our operating expenses for the periods indicated: Three months ended July 31, Six months ended July 31, (in thousands, except percentages) 2024 2023 $ Change % Change 2024 2023 $ Change % Change Sales and marketing $ 21,525 $ 19,123 $ 2,402 13 % $ 45,019 $ 39,058 $ 5,961 15 % Technology and development 58,580 54,767 3,813 7 % 114,670 107,959 6,711 6 % General and administrative 32,260 27,825 4,435 16 % 70,496 53,363 17,133 32 % Amortization of acquired intangible assets 30,981 23,166 7,815 34 % 56,526 46,332 10,194 22 % Merger integration 1,777 2,044 (267) (13) % 3,920 5,502 (1,582) (29) % Total operating expenses $ 145,123 $ 126,925 $ 18,198 14 % $ 290,631 $ 252,214 $ 38,417 15 % Sales and marketing. The $2.4 million, or 13%, increase in sales and marketing expenses from the three months ended July 31, 2023 to the three months ended July 31, 2024 was primarily due to an increase in personnel-related expenses. The $6.0 million, or 15%, increase in sales and marketing expenses from the six months ended July 31, 2023 to the six months ended July 31, 2024 was primarily due to an increase in personnel-related expenses. We expect our sales and marketing expenses to increase for the foreseeable future as we continue to focus on our cross-selling program and marketing campaigns. On an annual basis, relative to the fiscal year ended January 31, 2024, we expect our sales and marketing expenses to remain relatively steady as a percentage of our total revenue. However, our sales and marketing expenses may fluctuate as a percentage of our total revenue from period to period due to the seasonality of our total revenue and the timing and extent of our sales and marketing expenses. Technology and development. The $3.8 million, or 7%, increase in technology and development expenses from the three months ended July 31, 2023 to the three months ended July 31, 2024 was primarily due to increases in personnel-related expenses and software costs. The $6.7 million, or 6%, increase in technology and development expenses from the six months ended July 31, 2023 to the six months ended July 31, 2024 was primarily due to increases in personnel-related expenses and software costs. We expect our technology and development expenses to increase for the foreseeable future as we continue to invest in the development and security of our proprietary technology, including our ongoing modernization project described earlier. On an annual basis, relative to the fiscal year ended January 31, 2024, we expect our technology and development expenses to decrease slightly as a percentage of our total revenue. However, our technology and development expenses may fluctuate as a percentage of our total revenue from period to period due to the seasonality of our total revenue and the timing and extent of our technology and development expenses. General and administrative. The $4.4 million, or 16%, increase in general and administrative expenses from the three months ended July 31, 2023 to the three months ended July 31, 2024 was primarily due to professional services expense. -31- Table of Contents The $17.1 million, or 32%, increase in general and administrative expenses from the six months ended July 31, 2023 to the six months ended July 31, 2024 was primarily due to increases in professional services expense and accelerated stock-based compensation expense recognized with respect to certain performance restricted stock units granted during the current fiscal year, as described in Note 8—Stock-based compensation. We expect our general and administrative expenses to increase for the foreseeable future due to the additional demands on our legal, compliance, and finance functions as we continue to grow our business. On an annual basis, relative to the fiscal year ended January 31, 2024, we expect our general and administrative expenses to increase as a percentage of our total revenue. However, our general and administrative expenses may fluctuate as a percentage of our total revenue from period to period due to the seasonality of our total revenue and the timing and extent of our general and administrative expenses. Amortization of acquired intangible assets. The $7.8 million, or 34%, increase in amortization of acquired intangible assets from the three months ended July 31, 2023 to the three months ended July 31, 2024 was primarily due to the new intangible assets added through the BenefitWallet HSA portfolio acquisition. The $10.2 million, or 22%, increase in amortization of acquired intangible assets from the six months ended July 31, 2023 to the six months ended July 31, 2024 was primarily due to the new intangible assets added through the BenefitWallet HSA portfolio acquisition. On an annual basis, relative to the fiscal year ended January 31, 2024, we expect amortization of acquired intangible assets to increase, primarily due to the intangible assets added through BenefitWallet HSA portfolio acquisition. Merger integration. Merger integration expense decreased $0.3 million, or 13%, from the three months ended July 31, 2023 to the three months ended July 31, 2024. The $1.8 million in merger integration expense for the three months ended July 31, 2024 was primarily due to professional fees, including expenses incurred in conjunction with the migration of accounts, and technology-related expenses directly related to the Further acquisition and certain ongoing merger integration expenses related to the acquisition of WageWorks. Merger integration expense decreased $1.6 million, or 29%, from the six months ended July 31, 2023 to the six months ended July 31, 2024. The $3.9 million in merger integration expense for the six months ended July 31, 2024 was primarily due to professional fees, including expenses incurred in conjunction with the migration of accounts, and technology-related expenses directly related to the Further acquisition and certain ongoing merger integration expenses related to the acquisition of WageWorks. We expect merger integration expenses attributable to the Further acquisition totaling approximately $55 million to be incurred over a period of approximately five to six years from the date of the acquisition, which occurred in November 2021. Interest expense The $2.2 million, or 16%, increase in interest expense from the three months ended July 31, 2023 to the three months ended July 31, 2024 was primarily due to a higher average principal balance under our prior credit facilities (the "Prior Credit Facilities") during the three months ended July 31, 2024. The increase was partially offset by the impact of lower interest rates on our Prior Credit Facilities, which had a stated interest rate of 6.70% as of July 31, 2024, down from 6.92% as of July 31, 2023. The $1.0 million, or 4%, decrease in interest expense from the six months ended July 31, 2023 to the six months ended July 31, 2024 was primarily due to a non-recurring $1.2 million loss on extinguishment of debt due to the prepayment of $50.0 million under our prior term loan facility (the "Prior Term Loan Facility") during the six months ended July 31, 2023 and the impact of lower interest rates on our Prior Credit Facilities, which had a stated interest rate of 6.70% as of July 31, 2024, down from 6.92% as of July 31, 2023. The decrease was partially offset by a higher average principal balance under our Prior Credit Facilities during the six months ended July 31, 2024. Our Prior Credit Facilities had an outstanding principal balance of $511.9 million and $286.9 million as of July 31, 2024 and 2023, respectively. The increase was due to $225.0 million of borrowings under our prior revolving credit facility (the "Prior Revolving Credit Facility") during the six months ended July 31, 2024 to pay a portion of the BenefitWallet HSA portfolio acquisition purchase price. On August 23, 2024, we entered into a credit agreement (the "Credit Agreement") pursuant to which the Company established a new five-year senior secured revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of up to $1.0 billion, a portion of which was used to repay all outstanding obligations under our prior credit agreement (the "Prior Credit Agreement"). -32- Table of Contents On an annual basis, relative to the fiscal year ended January 31, 2024, we expect our interest expense to increase, primarily due to the additional borrowings used to pay a portion of the BenefitWallet HSA portfolio acquisition purchase price as well as the slightly higher (25 basis points) interest rate under the Revolving Credit Facility as compared to the Prior Credit Facilities. The interest rate on our Revolving Credit Facility is variable and, accordingly, we may incur additional expense if interest rates increase in future periods. Other income, net The $0.3 million increase in other income, net, from $2.8 million during the three months ended July 31, 2023 to $3.1 million during the three months ended July 31, 2024 was due to a $0.6 million increase in interest income on corporate cash, partially offset by a $0.3 million decrease in other income, net. The $1.9 million increase in other income, net, from $4.6 million during the six months ended July 31, 2023 to $6.5 million during the six months ended July 31, 2024 was due to a $2.9 million increase in interest income on corporate cash, partially offset by a $1.0 million decrease in other income, net. Income tax provision For the three months ended July 31, 2024 and 2023, we recorded an income tax provision of $10.8 million and $3.6 million, respectively. The increase in income tax provision was primarily the result of an increase in pre-tax book income and an increase in nondeductible executive compensation, partially offset by an increase in tax deductible stock-based compensation compared to GAAP stock-based compensation expense and an increase in research and development tax credits. For the six months ended July 31, 2024 and 2023, we recorded an income tax provision of $15.2 million and $9.6 million, respectively. The increase in income tax provision was primarily the result of an increase in pre-tax book income and an increase in nondeductible executive compensation, partially offset by an increase in tax deductible stock-based compensation compared to GAAP stock-based compensation expense and an increase in research and development tax credits. Seasonality Seasonal concentration of our growth combined with our recurring revenue model create seasonal variation in our results of operations. Revenue results are seasonally impacted due to ancillary service fees, timing of HSA contributions, and timing of card spend. Cost of revenue is seasonally impacted as a significant number of new and existing Network Partners bring us new HSAs and CDBs beginning in January of each year concurrent with the start of many employers’ benefit plan years. Before we realize any revenue from these new accounts, we incur costs related to implementing and supporting our new Network Partners and new accounts. These costs of services relate to activating accounts and hiring additional staff, including seasonal help to support our member support center. These expenses begin to ramp up during our third fiscal quarter, with the majority of seasonal expenses incurred in our fourth fiscal quarter. Liquidity and capital resources Cash and cash equivalents overview Our principal sources of liquidity are our current cash and cash equivalents balances, collections from our service, custodial, and interchange revenue activities, and availability under our Revolving Credit Facility. We rely on cash provided by operating activities to meet our short-term liquidity requirements, which primarily relate to the payment of corporate payroll and other operating costs, principal and interest payments on our long-term debt, and capital expenditures. As of July 31, 2024 and January 31, 2024, cash and cash equivalents were $326.9 million and $404.0 million, respectively. Capital resources We maintain a “shelf” registration statement on Form S-3 on file with the SEC. A shelf registration statement, which includes a base prospectus, allows us at any time to offer any combination of securities described in the prospectus in one or more offerings. Unless otherwise specified in a prospectus supplement accompanying the base prospectus, we would use the net proceeds from the sale of any securities offered pursuant to the shelf registration statement for general corporate purposes, including, but not limited to, working capital, sales and marketing activities, general and administrative matters, capital expenditures, and repayment of indebtedness, and if opportunities arise, for the acquisition of, or investment in, assets, technologies, solutions or businesses that -33- Table of Contents complement our business. Pending such uses, we may invest the net proceeds in interest-bearing securities. In addition, we may conduct concurrent or other financings at any time. On August 23, 2024, we entered into a Credit Agreement, which includes a five-year senior secured Revolving Credit Facility in an aggregate principal amount of up to $1.0 billion, a portion of which was used to refinance our Prior Credit Agreement. The Revolving Credit Facility may be used in the future for working capital and general corporate purposes, including the financing of acquisitions and other investments. For a description of the terms of the Credit Agreement, refer to Note 6—Indebtedness. As of August 23, 2024, the outstanding balance under the Revolving Credit Facility was $511.9 million. We were in compliance with all covenants under the Prior Credit Agreement as of July 31, 2024, for the period then ended, and through the date on which the Prior Credit Agreement was terminated. We continue to be in compliance with all covenants under the Credit Agreement through the filing date of this Quarterly Report on Form 10-Q. Use of cash During the six months ended July 31, 2024, we used $452.2 million of cash, which includes $225.0 million borrowed under our Prior Revolving Credit Facility, to pay for the BenefitWallet HSA portfolio acquisition. Capital expenditures for the six months ended July 31, 2024 and 2023 were $26.8 million and $19.4 million, respectively. We expect to continue our current level of capital expenditures for the remainder of the fiscal year ending January 31, 2025 as we continue to invest in improving the architecture and functionality of our proprietary systems. Capital expenditures to improve the architecture of our proprietary systems include computer hardware, personnel and related costs for software engineering, and outsourced software engineering services. We believe our existing cash, cash equivalents, and Revolving Credit Facility will be sufficient to meet our operating and capital expenditure requirements for at least the next 12 months. To the extent these current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may need to raise additional funds through public or private equity or debt financing. In the event that additional financing is required, we may not be able to raise it on favorable terms, if at all. The following table shows our cash flows from operating activities, investing activities, and financing activities for the stated periods: Six months ended July 31, (in thousands) 2024 2023 Net cash provided by operating activities $ 173,558 $ 108,645 Net cash used in investing activities (479,032) (19,384) Net cash provided by (used in) financing activities 228,388 (53,182) Increase (decrease) in cash and cash equivalents (77,086) 36,079 Beginning cash and cash equivalents 403,979 254,266 Ending cash and cash equivalents $ 326,893 $ 290,345 Cash flows from operating activities. Net cash provided by operating activities increased by $64.9 million from the six months ended July 31, 2023 to the six months ended July 31, 2024 primarily due to increased cash receipts with respect to our custodial, interchange, and service revenues, partially offset by an increase in cash payments with respect to operating expenses, cost of revenue, and interest expense. Cash flows from investing activities. Net cash used in investing activities increased by $459.6 million from the six months ended July 31, 2023 to the six months ended July 31, 2024 due to $452.2 million of cash used to pay the BenefitWallet HSA portfolio acquisition purchase price, a $6.5 million increase in cash used for purchases of software and capitalized software development costs, and a $0.9 million increase in cash used for purchases of property and equipment. Cash flows from financing activities. Net cash provided by financing activities was $228.4 million during the six months ended July 31, 2024, compared to $53.2 million of net cash used in financing activities during the six months ended July 31, 2023. The change was due to a $225.0 million increase in proceeds from long-term debt, a $54.4 million decrease in principal payments on our long-term debt, and a $2.9 million increase in proceeds from the exercise of common stock options, partially offset by a $0.7 million increase in net payments made in the settlement of client-held funds obligations. Contractual obligations See Note 5—Commitments and contingencies for information about our contractual obligations. -34- Table of Contents Off-balance sheet arrangements As of July 31, 2024, other than outstanding letters of credit issued under our Prior Revolving Credit Facility, we did not have any off-balance sheet arrangements. Our letters of credit generally expire within one year. However, in the ordinary course of business, we will continue to renew or modify the terms of the letters of credit to support business requirements. The letters of credit are contingent liabilities, supported by our Revolving Credit Facility, and are not reflected on our condensed consolidated balance sheets. Critical accounting policies and significant management estimates Our management’s discussion and analysis of financial condition and results of operations are based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources, and we evaluate our critical accounting estimates on an ongoing basis. Actual results may differ from these estimates under different assumptions and conditions. Our significant accounting policies are more fully described in Note 1 of the accompanying unaudited condensed consolidated financial statements and in Note 1 to our audited consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024. There have been no significant or material changes in our critical accounting policies during the six months ended July 31, 2024, as compared to those disclosed in “Management’s discussion and analysis of financial condition and results of operations – Critical accounting policies and significant management estimates” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024. Recent accounting pronouncements See Note 1—Summary of business and significant accounting policies within the interim financial statements included in this Form 10-Q for further discussion.