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United States securities and exchange commission logo
April 10, 2024
Jason Alger
Chief Financial Officer
Health Catalyst, Inc.
10897 South River Front Parkway #300
South Jordan , UT 84095
Re: Health Catalyst,
Inc.
Dear Jason Alger:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 8-K filed on February 22, 2024
Health Catalyst Reports Fourth Quarter and Year End 2023 Results, page 1
1. We noted your
discussion and presentation of Adjusted EBITDA in Exhibit 99.2 to Form
8-K furnished on
February 22, 2024, without the discussion and the presentation of the
corresponding directly
comparable GAAP measure (i.e., GAAP Net Loss). Your
presentation appears to
give greater prominence to the non-GAAP measure and does not
comply with Item
10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Division's
Compliance & Disclosure
Interpretations on Non- GAAP Financial Measures which
requires you to present
the most directly comparable GAAP measure with equal or greater
prominence. Please
revise your future presentations to comply.
Form 10-Q filed on November 6, 2023
Key Financial Metrics, page 44
2. We noted your
discussion and presentation of Adjusted EBITDA within key financial
metrics in Form 10-Q
filed on November 6, 2023, without the discussion and the
presentation of the
corresponding directly comparable GAAP measure. Your presentation
in the Form 10-Q
appears to give greater prominence to the non-GAAP measure and does
Jason Alger
FirstName LastNameJason Alger
Health Catalyst, Inc.
Comapany
April NameHealth Catalyst, Inc.
10, 2024
April 210, 2024 Page 2
Page
FirstName LastName
not comply with Item 10(e)(1)(i)(A) of Regulation S-K and Question
102.10 of the
Division's Compliance & Disclosure Interpretations on Non- GAAP
Financial Measures
which requires you to present the most directly comparable GAAP
measure with equal or
greater prominence. Please revise your future presentations to comply.
Please consider
including a presentation similar to that included in your Form 10-K.
Form 10-K filed February 22, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Financial Measures and Key Business Metrics, page 63
3. We note that you present the total adjusted gross profit and total
adjusted gross margin as
your non-GAAP measures without the presentation of the corresponding
directly
comparable GAAP measures. Refer to Question 102.10 and 104.04 of the
Compliance
and Disclosure Interpretations on Non-GAAP Financial Measures. Please
revise future
filings to include a "fully loaded" total GAAP gross profit and margin
or remove these
measures. Your presentation appears to give greater prominence to the
non-GAAP
measure and does not comply with Item 10(e)(1)(i)(A) of Regulation S-K
which requires
you to present the most directly comparable GAAP measure with equal or
greater
prominence. This comment also applies to your Form 10-Q for the
quarter ended
September 30, 2023 and Exhibit 99.1 to Form 8-K furnished on February
22, 2024.
Notes to the Consolidated Financial Statements
Leases, page 103
4. You disclose that your leases do not provide an implicit rate and you
use an estimated
incremental borrowing rate based on the information available at the
lease commencement
date in determining the present value of lease payments. Please revise
in future disclosures
to clarify whether the rates implicit in your leases are readily
determinable and if that is
the basis for using your incremental borrowing rate as the discount
rate for your leases.
Refer to Rate Implicit in the Lease defined in ASC 842-20-20.
Note 9 - Leases
Operating leases, page 112
5. Please revise future filings to include the disclosures outlined in
ASC 842-20-50-4 in a
table or a format that properly conveys this information. Please
indicate whether your
leases contain variable costs. In addition, please clarify why your
footnote 5 - Property
and Equipment references amortization of assets recorded under a
capital lease. In this
regard, we note your disclosure on page 103 that states that "[y]our
leasing commitments
are classified either as operating leases or otherwise qualify as
short-term leases with lease
terms of 12 months or less". Please clarify whether you do have
finance leases under ASC
842. Clarify how you are presenting the reduction in the carrying
amount of ROU
operating lease assets in your consolidated statements of cash flows.
Jason Alger
Health Catalyst, Inc.
April 10, 2024
Page 3
EXHIBIT INDEX
Certificiations, page 132
6. The Certifications pursuant to Rule 13a-14(a) or 15d-14(a) of the
Securities Exchange Act
Rules omit introductory language in paragraph 4 and 4(b) referencing
to internal controls
over financial reporting. Please amend the Form 10-K to provide a
compliant
Certification.
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.
Please contact Becky Chow at 202-551-6524 or Stephen Krikorian at
202-551-3488 with
any questions.
FirstName LastNameJason Alger Sincerely,
Comapany NameHealth Catalyst, Inc.
Division of
Corporation Finance
April 10, 2024 Page 3 Office of
Technology
FirstName LastName