SEC Comment Letter for HEALTHEQUITY, (HQY) — Sep 1, 2022
HEALTHEQUITY, INC.
Date: Sept. 1, 2022 · CIK: 0001428336 · Accession: 0000000000-22-009511
AI Filing Summary & Sentiment
File numbers found in text: 001-36568
Letter
United States securities and exchange commission logo September 1, 2022 Tyson Murdock Executive Vice President and Chief Financial 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, 2022 Filed March 31, 2022 Form 10-Q for the Interim Period Ending April 30, 2022 Filed June 8, 2022 File No. 001-36568 Dear Mr. Murdock: We have limited our review of your filing to the financial statements and related disclosures and 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 business days by providing the requested information or advise 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, 2022 Management's Discussion of Financial Condition and Results of Operations Key financial and operating metrics Adjusted EBITDA, page 40 1.You present your non-GAAP measure "adjusted EBITDA" as a percentage of revenue. Please present on this basis in your periodic filings with equal or greater prominence the comparable GAAP measure to "adjusted EBITDA." Refer to Item 10(e)(1)(i)(A) of Regulation S-K.
FirstName LastNameTyson Murdock Comapany NameHealthEquity, Inc September 1, 2022 Page 2 FirstName LastName Tyson Murdock HealthEquity, Inc September 1, 2022 Page 2 Key components of our results of operations Operating expenses, page 42 2.You disclose technology and development operating expense include the costs of operating your on-demand technology infrastructure. Please explain to us your consideration of classifying these costs in cost of revenue as it appears you generate revenue from operating your platforms. Liquidity and capital resources Cash flows from operating activities, page 47 3.Your discussion of cash flows from operating activities appears to be a recitation of the items presented in your statement of cash flows of how the amount of operating cash flow was derived for each period. Your discussion also refers to noncash items that do not impact cash. Pursuant to Item 303 of Regulation S-K, your discussion should be an analysis of why operating cash materially changed between periods presented. This includes discussing material changes in underlying factors, particularly in regard to working capital, between periods. Refer to the introductory paragraph of section IV.B and paragraph B.1 of Release No. 33-8350 for guidance. Please revise the disclosure in your annual and interim period filings as appropriate. Item 8. Financial Statements and Supplementary Data Note 6. Intangible assets and goodwill, page 70 4.Please revise to present accumulated amortization for each major intangible asset class. Refer to ASC 350-30-50-2.a.1 for guidance. Form 10-Q for the Interim Period Ending April 30, 2022 Management's Discussion and Analysis of Financial Condition and Results of Operations, page 5.We note the loss from operations in each three months ended period from the interim period ended July 31, 2021 to the current interim period. Please disclose the reason(s) for this apparent trend and provide other relevant trend information pursuant to Item 303 of Regulation S-K. Also refer to Release Nos. 33-6835 and 33-8350 for further guidance.
FirstName LastNameTyson Murdock Comapany NameHealthEquity, Inc September 1, 2022 Page 3 FirstName LastName Tyson Murdock HealthEquity, Inc September 1, 2022 Page 3 In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Aamira Chaudhry at 202-551-3389 or Doug Jones at 202-551-3309 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
September 1, 2022
Tyson Murdock
Executive Vice President and Chief Financial 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, 2022
Filed March 31, 2022
Form 10-Q for the Interim Period Ending April 30, 2022
Filed June 8, 2022
File No. 001-36568
Dear Mr. Murdock:
We have limited our review of your filing to the financial statements and related
disclosures and 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 business days by providing the requested
information or advise 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, 2022
Management's Discussion of Financial Condition and Results of Operations
Key financial and operating metrics
Adjusted EBITDA, page 40
1.You present your non-GAAP measure "adjusted EBITDA" as a percentage of revenue.
Please present on this basis in your periodic filings with equal or greater prominence the
comparable GAAP measure to "adjusted EBITDA." Refer to Item 10(e)(1)(i)(A) of
Regulation S-K.
FirstName LastNameTyson Murdock
Comapany NameHealthEquity, Inc
September 1, 2022 Page 2
FirstName LastName
Tyson Murdock
HealthEquity, Inc
September 1, 2022
Page 2
Key components of our results of operations
Operating expenses, page 42
2.You disclose technology and development operating expense include the costs of
operating your on-demand technology infrastructure. Please explain to us your
consideration of classifying these costs in cost of revenue as it appears you generate
revenue from operating your platforms.
Liquidity and capital resources
Cash flows from operating activities, page 47
3.Your discussion of cash flows from operating activities appears to be a recitation of the
items presented in your statement of cash flows of how the amount of operating cash flow
was derived for each period. Your discussion also refers to noncash items that do not
impact cash. Pursuant to Item 303 of Regulation S-K, your discussion should be an
analysis of why operating cash materially changed between periods presented. This
includes discussing material changes in underlying factors, particularly in regard to
working capital, between periods. Refer to the introductory paragraph of section IV.B and
paragraph B.1 of Release No. 33-8350 for guidance. Please revise the disclosure in your
annual and interim period filings as appropriate.
Item 8. Financial Statements and Supplementary Data
Note 6. Intangible assets and goodwill, page 70
4.Please revise to present accumulated amortization for each major intangible asset class.
Refer to ASC 350-30-50-2.a.1 for guidance.
Form 10-Q for the Interim Period Ending April 30, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
17
5.We note the loss from operations in each three months ended period from the interim
period ended July 31, 2021 to the current interim period. Please disclose the reason(s) for
this apparent trend and provide other relevant trend information pursuant to Item 303 of
Regulation S-K. Also refer to Release Nos. 33-6835 and 33-8350 for further guidance.
FirstName LastNameTyson Murdock
Comapany NameHealthEquity, Inc
September 1, 2022 Page 3
FirstName LastName
Tyson Murdock
HealthEquity, Inc
September 1, 2022
Page 3
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Aamira Chaudhry at 202-551-3389 or Doug Jones at 202-551-3309
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services