SEC Comment Letter for HEALTHEQUITY, INC. (HQY) (CIK 0001428336) (HQY) — Jul 14, 2016
HEALTHEQUITY, INC. (HQY) (CIK 0001428336)
Date: July 14, 2016 · CIK: 0001428336 · Accession: 0000000000-16-084380
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3561 July 14 , 2016 Mr. Jon Kessler President and Chief Executive Officer HealthEquity, Inc. 15 West Scenic Pointe Drive, Suite 100 Draper, Utah 84020
Re: HealthEquity, Inc. Form 10-K for the Fiscal Year Ended January 31, 2016 Filed March 31, 2016 Definitive Proxy Statement on Schedule 14A Filed May 10, 2016 Form 8 -K Filed June 7, 2016 File No. 1 -36568
Dear Mr. Kessler :
We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10 -K for the Fiscal Year Ended January 31, 2016
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Key Factors Affecting Our Performance, page 32
1. We note your disclosure that, as a non -bank custodian, your result s are impacted by changes in prevailing interest rates. In future filings, please discuss how the prevailing and sustained low interest rates in the United States impact your results of operations and, given that the Federal Reserve has already instituted one increase in December of 2015, describe in detail how any further increases will impact you going forward. Refer to Item 303(a)(3) of Regulation S -K. Please tell us what this disclosure will look like.
Jon Kessler HealthEquity, Inc. July 14 , 2016 Page 2
Definitive Proxy Statement on Schedule 14A
2. Please tell us why you did not include a separate resolution subject to shareholder advisory vote to approve the compensation of its named executive officers and a separate resolution subject to shareholder advisory vote as to the frequency of the say -on-pay vote. Refer to Rule 14a -21 of the Securities Exchange Act of 1934.
Form 8 -K Filed June 7, 2016
Exhibit 99.1
Business outlook
3. We note your disclosure of estimated year ended January 31, 2017 Adjusted EBITDA and non -GAAP earnings per diluted share. In future filings please present, with equal or greater prominence, the most directly comparable financial measure or measures calculated and presented in accordance with Generally Accepted Accounting Principles (GAAP) and a reconciliation (by schedule or other clearly understandable method), to the extent available without unreasonable efforts, of the differences between the non -GAAP financial measure disclosed or released with the most directly comparable financial measure or measures calculated and pres ented in accordance with GAAP. Refer to Item 10(e)(1)(i)(A) -(B) of Regulation S -K.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have ma de.
In responding to our comments, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response t o staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Jon Kessler HealthEquity, Inc. July 14 , 2016 Page 3
You may contact Adam Phippen, Staff Accountant, at (202) 551 -3336 or Donna Di Silvio, Staff Accountant, at (202) 551 -3202 if you have questions regarding comments on the financial statements and re lated matters. Please contact Michael Kennedy, Staff Attorney, at (202) 551 -3832 or Lilyanna Peyser, Special Counsel, at (202) 551 -3720 with any other questions.
Sincerely,
/s/ William H. Thompson
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Mail Stop 3561 July 14 , 2016 Mr. Jon Kessler President and Chief Executive Officer HealthEquity, Inc. 15 West Scenic Pointe Drive, Suite 100 Draper, Utah 84020 Re: HealthEquity, Inc. Form 10-K for the Fiscal Year Ended January 31, 2016 Filed March 31, 2016 Definitive Proxy Statement on Schedule 14A Filed May 10, 2016 Form 8 -K Filed June 7, 2016 File No. 1 -36568 Dear Mr. Kessler : We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10 -K for the Fiscal Year Ended January 31, 2016 Management’s Discussion and Analysis of Financial Condition and Results of Operations Key Factors Affecting Our Performance, page 32 1. We note your disclosure that, as a non -bank custodian, your result s are impacted by changes in prevailing interest rates. In future filings, please discuss how the prevailing and sustained low interest rates in the United States impact your results of operations and, given that the Federal Reserve has already instituted one increase in December of 2015, describe in detail how any further increases will impact you going forward. Refer to Item 303(a)(3) of Regulation S -K. Please tell us what this disclosure will look like. Jon Kessler HealthEquity, Inc. July 14 , 2016 Page 2 Definitive Proxy Statement on Schedule 14A 2. Please tell us why you did not include a separate resolution subject to shareholder advisory vote to approve the compensation of its named executive officers and a separate resolution subject to shareholder advisory vote as to the frequency of the say -on-pay vote. Refer to Rule 14a -21 of the Securities Exchange Act of 1934. Form 8 -K Filed June 7, 2016 Exhibit 99.1 Business outlook 3. We note your disclosure of estimated year ended January 31, 2017 Adjusted EBITDA and non -GAAP earnings per diluted share. In future filings please present, with equal or greater prominence, the most directly comparable financial measure or measures calculated and presented in accordance with Generally Accepted Accounting Principles (GAAP) and a reconciliation (by schedule or other clearly understandable method), to the extent available without unreasonable efforts, of the differences between the non -GAAP financial measure disclosed or released with the most directly comparable financial measure or measures calculated and pres ented in accordance with GAAP. Refer to Item 10(e)(1)(i)(A) -(B) of Regulation S -K. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have ma de. In responding to our comments, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response t o staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Jon Kessler HealthEquity, Inc. July 14 , 2016 Page 3 You may contact Adam Phippen, Staff Accountant, at (202) 551 -3336 or Donna Di Silvio, Staff Accountant, at (202) 551 -3202 if you have questions regarding comments on the financial statements and re lated matters. Please contact Michael Kennedy, Staff Attorney, at (202) 551 -3832 or Lilyanna Peyser, Special Counsel, at (202) 551 -3720 with any other questions. Sincerely, /s/ William H. Thompson William H. Thompson Accounting Branch Chief Office of Consumer Products cc: Del Ladd Associate General Counse l