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United States securities and exchange commission logo
February 5, 2024
Stephen Barnes
Chief Financial Officer
Accolade, Inc.
1201 Third Avenue
Suite 1700
Seattle, WA 98101
Re: Accolade, Inc.
Form 10-K for
Fiscal Year Ended February 28, 2023
Form 10-Q for
Fiscal Quarter Ended November 30, 2023
Item 2.02 Form 8-K
Dated January 8, 2024
File No. 001-39348
Dear Stephen Barnes:
We have reviewed your
filings and have the following comment(s).
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 10-K for Fiscal Year Ended February 28, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Certain Non-GAAP Financial Measures
Adjusted Gross Profit and Adjusted Gross Margin, page 67
1. Please reconcile the
non-GAAP measure "adjusted gross profit" to the most directly
comparable GAAP measure
which is a fully-loaded GAAP gross profit that must be
presented even if one
is not depicted on your statements of operations. Although you
present a gross profit
in your reconciliation on page 68, it does not appear to be fully
loaded as it excludes
depreciation and amortization. Please revise to present a fully-
loaded GAAP gross
profit or tell us how the amounts you disclose are fully loaded. In
addition, as you are
presenting your adjusted gross margin on a percentage basis, please
revise your disclosure
to include your fully-loaded GAAP gross margin. Refer to Item
10(e)(1)(i)(A) of
Regulation S-K. This comment also applies to your Form 10-Q and Item
2.02 Form 8-K for the
fiscal quarter ended November 30, 2023.
Stephen Barnes
Accolade, Inc.
February 5, 2024
Page 2
Item 9A. Controls and Procedures
Disclosure Controls and Procedures, page 75
2. Please revise to disclose the conclusions of your principal executive
and principal
financial officers regarding the effectiveness of your disclosure
controls and procedures as
of the end of the period covered by the report. Refer to Item 307 of
Regulation S-K.
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 Angela Lumley at 202-551-3398 or Suying Li at
202-551-3335 if you
have any questions.
FirstName LastNameStephen Barnes Sincerely,
Comapany NameAccolade, Inc.
Division of
Corporation Finance
February 5, 2024 Page 2 Office of Trade
& Services
FirstName LastName