SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Vertex, Inc. and Subsidiaries Notes to Consolidated Financial Statements (Amounts in thousands, except per share data) 1. Nature of Business Vertex, Inc. (“Vertex”) and its consolidated subsidiaries (collectively, the “Company”) operate as solutions providers of state, local and value added tax calculation, compliance and analytics, offering software products which are sold through software license and software as a service (“cloud”) subscriptions. The Company also provides implementation and training services in connection with its software license and cloud subscriptions, transaction tax returns outsourcing, and other tax-related services. The Company sells to customers located throughout the United States of America (“U.S.”) and internationally. Basis of Consolidation The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) and include the accounts of the Company. All intercompany transactions have been eliminated in consolidation. The Company has a 65% controlling equity interest in Systax Sistemas Fiscais LTDA (“Systax”), a provider of Brazilian transaction tax content and software. Systax was determined to be a Variable Interest Entity (“VIE”) and its accounts have been included in the consolidated financial statements from the acquisition date. Vertex does not have full decision-making authority over Systax; however, Vertex is the entity that most significantly participates in the variability of the fair value of Systax’s net assets and is considered the entity most closely associated to Systax. As such, Vertex is deemed the primary beneficiary of Systax and consolidates Systax into its consolidated financial statements. Revision of Previously Issued Financial Statements Certain prior period amounts on the consolidated balance sheets, consolidated statements of comprehensive income (loss), consolidated statements of cash flows, and consolidated statements of changes in stockholders’ equity (deficit) have been revised to correct for certain immaterial errors, as discussed below. During the fourth quarter of 2021, management identified certain immaterial errors impacting previously issued financial statements beginning as of and for the three and nine month periods ended September 30, 2020 and subsequent annual and quarterly reporting periods through September 30, 2021. Specifically, management identified an understatement of the deferred tax benefit and deferred tax assets Management assessed the materiality of this presentation on prior period consolidated financial statements in accordance with the SEC Staff Accounting Bulletin No. 99, “Materiality”, codified in Accounting Standards Codification (“ASC”) Topic 250, Accounting Changes and Error Corrections . Based on this assessment, management concluded that the error correction is not material to any previously presented interim or annual financial statements. In accordance has revised the previously reported financial information in this Annual Report on Form 10-K The consolidated balance sheets have been revised to reflect the correction as follows: As Reported Revision As Revised September 30, 2020 (unaudited) Deferred income tax asset $ 32,440 $ 3,856 $ 36,296 Total assets 514,934 3,856 518,790 Retained earnings 21,696 3,856 25,552 Total stockholders' equity 218,561 3,856 222,417 Total liabilities and stockholders' equity 514,934 3,856 518,790 December 31, 2020 Deferred income tax asset $ 29,974 $ 3,856 $ 33,830 Total assets 554,928 3,856 558,784 Retained earnings 21,926 3,856 25,782 Total stockholders' equity 225,486 3,856 229,342 Total liabilities and stockholders' equity 554,928 3,856 558,784 March 31, 2021 (unaudited) Deferred income tax asset $ 30,373 $ 3,856 $ 34,229 Total assets 558,337 3,856 562,193 Retained earnings 24,722 3,856 28,578 Total stockholders' equity 226,576 3,856 230,432 Total liabilities and stockholders' equity 558,337 3,856 562,193 June 30, 2021 (unaudited) Deferred income tax asset $ 32,573 $ 3,856 $ 36,429 Total assets 609,529 3,856 613,385 Retained earnings 25,530 3,856 29,386 Total stockholders' equity 227,844 3,856 231,700 Total liabilities and stockholders' equity 609,529 3,856 613,385 September 30, 2021 (unaudited) Deferred income tax asset $ 32,816 $ 3,856 $ 36,672 Total assets 645,844 3,856 649,700 Retained earnings 21,582 3,856 25,438 Total stockholders' equity 224,211 3,856 228,067 Total liabilities and stockholders' equity 645,844 3,856 649,700 The consolidated statements of comprehensive income (loss) have been revised to reflect the correction as follows: Three months ended September 30, 2020 Nine months ended September 30, 2020 (unaudited) As Reported Revision As Revised As Reported Revision As Revised Income tax benefit $ (30,773) $ (3,856) $ (34,629) $ (31,508) $ (3,856) $ (35,364) Net loss (21,028) 3,856 (17,172) (79,167) 3,856 (75,311) Total comprehensive loss (21,266) 3,856 (17,410) (82,679) 3,856 (78,823) Net loss attributable to Class A stockholders, basic (2,751) 505 (2,246) (2,427) 149 (2,278) Net loss per Class A share, basic (0.15) 0.03 (0.12) (0.40) 0.03 (0.37) Net loss attributable to Class A stockholders, diluted (2,751) 505 (2,246) (2,427) 149 (2,278) Net loss per Class A share, diluted (0.15) 0.03 (0.12) (0.40) 0.03 (0.37) Net loss attributable to Class B stockholders, basic (18,277) 3,351 (14,926) (76,740) 3,707 (73,033) Net loss per Class B share, basic (0.15) 0.03 (0.12) (0.64) 0.03 (0.61) Net loss attributable to Class B stockholders, diluted (18,277) 3,351 (14,926) (76,740) 3,707 (73,033) Net loss per Class B share, diluted (0.15) 0.03 (0.12) (0.64) 0.03 (0.61) Year ended December 31, 2020 As Reported Revision As Revised Income tax benefit $ (28,932) $ (3,856) $ (32,788) Net loss (78,937) 3,856 (75,081) Total comprehensive loss (81,573) 3,856 (77,717) Net loss attributable to Class A stockholders, basic (6,660) 325 (6,335) Net loss per Class A share, basic (0.60) 0.03 (0.57) Net loss attributable to Class A stockholders, diluted (6,660) 325 (6,335) Net loss per Class A share, diluted (0.60) 0.03 (0.57) Net loss attributable to Class B stockholders, basic (72,277) 3,531 (68,746) Net loss per Class B share, basic (0.60) 0.03 (0.57) Net loss attributable to Class B stockholders, diluted (72,277) 3,531 (68,746) Net loss per Class B share, diluted (0.60) 0.03 (0.57) The consolidated statements of cash flows have been revised to reflect the correction as follows: Nine months ended September 30, 2020 (unaudited) As Reported Revision As Revised Net loss $ (79,167) $ 3,856 $ (75,311) Deferred income tax benefit (32,004) (3,856) (35,860) Year ended December 31, 2020 As Reported Revision As Revised Net loss $ (78,937) $ 3,856 $ (75,081) Deferred income tax benefit (29,643) (3,856) (33,499) The consolidated statements of changes in stockholders’ equity (deficit) have been revised to reflect the correction as follows: Three months ended September 30, 2020 (unaudited) As Reported Revision As Revised Net loss $ (21,028) $ 3,856 $ (17,172) Retained earnings 21,696 3,856 25,552 Total stockholders' equity 218,561 3,856 222,417 Year ended December 31, 2020 As Reported Revision As Revised Net loss $ (78,937) $ 3,856 $ (75,081) Retained earnings 21,926 3,856 25,782 Total stockholders' equity 225,486 3,856 229,342 Three months ended March 31, 2021 (unaudited) As Reported Revision As Revised Retained earnings $ 24,722 $ 3,856 $ 28,578 Total stockholders' equity 226,576 3,856 230,432 Three and six months ended June 30, 2021 (unaudited) As Reported Revision As Revised Retained earnings $ 25,530 $ 3,856 $ 29,386 Total stockholders' equity 227,844 3,856 231,700 Three and nine months ended September 30, 2021 (unaudited) As Reported Revision As Revised Retained earnings $ 21,582 $ 3,856 $ 25,438 Total stockholders' equity 224,211 3,856 228,067 Registration of Company Stock and Initial Public Offering On July 28, 2020, the Company filed its amended and restated certificate of incorporation with the Delaware Secretary of State to: (i) effect a three-for-one forward stock split (the “Stock Split”); (ii) establish a new capital structure for the Company (the “New Capital Structure”); and (iii) effect a share exchange (the “Share Exchange”) (collectively, the “Recapitalization”). The Stock Split resulted in each one share owned by a stockholder being exchanged for three The Company’s Registration Statement on Form S-1 with the Securities and Exchange Commission (“SEC”) was declared effective on July 28, 2020, resulting in the Class A shares being registered and available for trading on the NASDAQ exchange (the “Offering”). On July 31, 2020, the Company received $423,024 in proceeds from the sale of 23,812 shares of Class A at a public offering price of $19.00 per share, net of underwriting fees, and used a portion of the proceeds to pay off $175,000 in outstanding debt. The net proceeds remaining after payment of Offering costs are being used for working capital and other corporate purposes. Segments The Company operates its business as one operating segment. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), the Company’s Chief Executive Officer, in deciding how to allocate resources and assess performance. The Company’s CODM allocates resources and assesses performance based upon discrete financial information at the consolidated level. For the years ended December 31, 2021, 2020 and 2019 approximately 7%, 5% and 4%, respectively, of the Company’s revenues were generated outside of the U.S. As of December 31, 2021 and 2020, $699 and $287, respectively, of the Company’s property and equipment assets were held outside of the U.S. Concentration of Credit Risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents, which includes highly liquid investment securities, funds held for customers and accounts receivable. The Company maintains the majority of its cash and cash equivalent balances and funds held for customers in four banks. These amounts exceed federally insured (“FDIC”) limits. The Company periodically evaluates the creditworthiness of the banks. The Company has not experienced any losses in these accounts and believes they are not exposed to significant credit risk on such accounts. The Company does not require collateral from its customers. Allowances are maintained for subscription cancellations. Credit risk related to accounts receivable is limited due to the industry and geographic diversity within the Company's customer base. No single customer accounted for more than 10% of revenues for the years ended December 31, 2021, 2020 and 2019. Fair Value Measurement Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a measurement date. A three-level fair value hierarchy (the “Fair Value Hierarchy”) prioritizes the inputs used to measure fair value. The Fair Value Hierarchy requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs. Classification in the Fair Value Hierarchy is based on the lowest of the following levels that is significant to the measurement: Level 1 Level 2 Level 3 The Company’s assessment of the significance of an input to a fair value measurement requires judgment, which may affect the determination of fair value and the measurement’s classification within the Fair Value Hierarchy. Use of Estimates The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity, revenues and expenses during the reporting period. Significant estimates used in preparing these consolidated financial statements include: (i) the estimated allowance for subscription cancellations, (ii) expected credit losses associated with the allowance for doubtful accounts; (iii) the reserve for self-insurance, (iv) assumptions related to achievement of technological feasibility for software developed for sale, (v) product life cycles, (vi) estimated useful lives and potential impairment of long-lived assets and intangible assets, (vii) potential impairment of goodwill, (viii) determination of the fair value of tangible and intangible assets acquired, liabilities assumed and consideration transferred in acquisitions, (ix) amortization period of material rights and deferred commissions (x) valuation of the Company’s stock used to measure stock-based compensation awards, (xi) Black-Scholes-Merton option pricing model (“Black-Scholes model”) input assumptions used to determine the fair value of stock-based compensation awards, (xii) measurement of future purchase commitment, contingent consideration liabilities and deferred purchase consideration liabilities associated with acquisitions, and (xiii) the potential outcome of future tax consequences of events that have been recognized in the consolidated financial statements or tax returns. Actual results may differ from these estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an initial maturity date of three months or less to be cash equivalents. Funds held as investments in money market funds are included within cash and cash equivalents. In accordance with ASU No. 2016-18, Restricted Cash Funds Held for Customers Funds held for customers in the consolidated balance sheets represents customer funds advanced for transaction tax returns outsourcing. Funds held for customers are restricted for the sole purpose of remitting such funds to satisfy obligations on behalf of such customers and are deposited at FDIC-insured institutions. Customer obligations are included in current liabilities in the consolidated balance sheets, as the obligations are expected to be settled within one year. Property and Equipment Property and equipment are stated at cost or fair value when acquired and presented net of accumulated depreciation. Normal maintenance and repairs are charged to expense, while major renewals and betterments are capitalized. Assets under finance leases are recorded at the present value of future lease payments. Assets under capital leases are recorded at the lower of the present value of the minimum lease payments or the fair value of the assets and are depreciated over the shorter of the asset’s useful life or lease term. See Recently Adopted Accounting Pronouncements, Leases Depreciation and amortization are computed straight-line over the estimated useful lives of the assets, as follows: Leasehold improvements 1 - 12 years Internal-use software developed 3 - 5 years Computer software purchased 3 - 7 years Equipment 3 - 10 years Furniture and fixtures 7 - 10 years Software Development Costs Internal-Use Software The Company follows ASC 350-40, Goodwill and Other, Internal-Use Software, Software Developed for Sale The costs incurred for the development of computer software to be sold, leased, or otherwise marketed are capitalized in accordance with ASC 985-20, Costs of Software to be Sold, Leased or Marketed future revenues, estimated economic life and changes in technology. Capitalized software includes direct labor and related expenses for software development for new products and enhancements to existing products and acquired software. Amortization of capitalized software development costs begins when the product is available for general release. Amortization is provided on a product-by-product basis using the straight-line method over periods between three to five years. Unamortized capitalized software development costs determined to be in excess of the net realizable value of the product are expensed immediately. Capitalized software costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in software technologies at least annually at December 31, and whenever events or circumstances make it more likely than not that impairment may have occurred. In the event of impairment, unamortized capitalized software costs are compared to the net realizable value of the related product and the carrying value of the related assets are written down to the net realizable value to the extent the unamortized capitalized costs exceed such value. The net realizable value is the estimated future gross revenues from the related product reduced by the estimated future costs of completing and disposing of such product, including the costs of providing related maintenance and customer support. Assessment of Long-Lived Assets The Company reviews the carrying value of long-lived assets, including internal-use software, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. Whenever such events or circumstances are present, an impairment loss equal to the excess of the asset carrying value over its fair value, if any, is recorded. Business Combinations Upon acquisition of a company, the Company determines if the transaction is a business combination, which is accounted for using the acquisition method of accounting. Under the acquisition method, once control is obtained of a business, the assets acquired, liabilities assumed, consideration transferred and amounts attributed to noncontrolling interests, are recorded at fair value. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired, liabilities assumed, consideration transferred, and amounts attributed to noncontrolling interests at the acquisition date. One of the most significant estimates relates to the determination of the fair value of these amounts. The determination of the fair values is based on estimates and judgments made by management. The Company’s estimates of fair value are based upon assumptions it believes to be reasonable, but which are inherently uncertain and unpredictable. Measurement period adjustments to these values as of the acquisition date are reflected at the time identified, up through the conclusion of the measurement period, which is the time at which all information for determination of the values of assets acquired, liabilities assumed, consideration transferred and noncontrolling interests is received, and is not to exceed one year from the acquisition date (the “Measurement Period”). Thus, the Company may record adjustments to the fair value of these tangible and intangible assets acquired, liabilities assumed, consideration transferred and noncontrolling interests, with the corresponding offset to goodwill during this Measurement Period. Additionally, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluate these estimates and assumptions periodically and record any adjustments to preliminary estimates to goodwill, provided the Company is within the Measurement Period, with any adjustments to amortization of new or previously recorded identifiable intangibles being recorded to the consolidated statements of comprehensive income (loss) in the period in which they arise. In addition, if outside of the Measurement Period, any subsequent adjustments to the acquisition date fair values are reflected in the consolidated statements of comprehensive income (loss) in the period in which they arise. Goodwill Goodwill represents the excess of the purchase price over the fair value of net tangible and intangible assets acquired in a business combination. The Company evaluates goodwill for impairment annually at October 1 and whenever events or circumstances make it more likely than not that impairment may have occurred. The Company has determined that its business comprises one reporting unit. The Company has the option to first assess qualitative factors to determine whether events or circumstances indicate it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, in which case a quantitative impairment test is not required. As provided for by Accounting Standards Update (“ASU”) 2017-04, Simplifying the Test for Goodwill Impairment Deferred Financing Costs The Company capitalizes costs related to obtaining, renewing or extending loan agreements and amortizes these costs on a straight-line basis, which approximates the effective interest method, over the life of the loan. Deferred financing costs related to undrawn debt are reflected in other assets in the consolidated balance sheets in accordance with ASC 835-30, Interest—Imputation of Interest Stock-Based Compensation On the effective date of the Offering, the Company adopted the 2020 Incentive Award Plan (the “2020 Plan”) and the 2020 Employee Stock Purchase Plan (the “ESPP”), which provide for the award of stock appreciation rights (“SARs”), stock options (“options”), restricted stock awards (“RSAs”), restricted stock units (“RSUs”), and participation in the ESPP (collectively, the “awards”). The awards are subject to, and the Company applies, the guidance set forth in ASC 718, Compensation—Stock Compensation The provisions of ASC 718 require a company to measure the fair value of stock-based compensation as of the grant date of the award. Stock-based compensation expense reflects the cost of employee services received in exchange for the awards. SARs are accounted for as liabilities under ASC 718 and, as such, the Company recognizes stock-based compensation expense by remeasuring the value of the SARs at the end of each reporting period and accruing the portion of the requisite service rendered at that date. Prior to the date management determined the Company was considered to have become a public entity, the Company measured SARs at their intrinsic value. After such date, management remeasured outstanding SARs using the fair value-based method under ASC 718. Stock-based compensation expense for stock options issued under the 2020 Plan after the Offering is measured based on the grant date fair value of the award and is estimated using the Black-Scholes model. Compensation cost is recognized on a straight-line basis over the requisite service or performance period associated with the award. Stock-based compensation expense for RSAs and RSUs is based on the fair value of the Company’s underlying common stock on the date of grant. Compensation cost is recognized on a straight-line basis over the requisite service or performance period associated with the award. Stock-based compensation expense for awards subject to performance-based measurement criteria is recognized when achievement of performance targets is deemed probable. A total of 1,000 shares of Class A common were initially reserved for issuance under the ESPP. The number of shares available for issuance under the ESPP will be increased annually on January 1 of each calendar year beginning in 2021 and ending in and including 2030, by an amount equal to the lesser of (i) 1% of the shares of Class A and Class B common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by the board of directors (“Board”), provided that no more than 16,000 shares of Class A common stock may be issued. The ESPP is administered by a committee of the Board. As of December 31, 2021, there were 2,278 shares available for issuance under the ESPP. The ESPP permits participants to purchase Class A common stock through payroll deductions, up to a specified percentage of their eligible compensation, or for the initial offering period ended November 30, 2020, a lump sum contribution. The plan is a compensatory plan as it allows participants to purchase stock at a 15% discount from the lower of the fair value of the Class A common on the first or last day of the ESPP offering period (the “ESPP Discount”). The ESPP is accounted for as an equity classified award. Stock-based compensation expense for the ESPP is measured based on the fair value of the ESPP award at the start of the offering period. The fair value is comprised of the value of the ESPP Discount and the value associated with the variability in the Class A common stock price during the offering period (the “Call/Put”), which is estimated using the Black-Scholes model. Compensation cost is recognized on a straight-line basis over the respective offering period. The Company has elected to recognize award forfeitures as they occur. Leases Effective January 1, 2021, the Company adopted ASU No. 2016-02, Leases Leases For leases with terms greater than 12 months, the Company records an operating lease right-of-use asset or finance lease asset and related lease liability at the present value of lease payments over the lease term. The implicit rate for individual leases is generally not readily determinable; therefore, the Company uses its incremental borrowing rate at lease commencement to determine the present value of lease payments. Leases with an option to extend the related lease term or terminate early are reflected in the lease term when it is reasonably certain that the Company will exercise such options. The Company recognizes expense for operating leases on a straight-line basis over the lease term plus any variable lease costs. The Company does not recognize a right-of-use asset or lease liability for leases with an initial term equal to or less than 12 months (“short-term leases”) on its consolidated balance sheets. The Company recognizes expense on short-term leases in the consolidated statements of comprehensive income (loss) on a straight-line basis over the lease term. For periods prior to the adoption of ASC 842, the Company recorded rent expense on a straight-line basis over the term of the related lease. The difference between the straight-line rent expense and the payments made in accordance with the operating lease agreements were recognized as a deferred rent liability within other liabilities on the accompanying consolidated balance sheets. Self-insurance The Company is self-insured for the majority of its health insurance costs, including medical claims subject to certain stop-loss provisions. Management periodically reviews the adequacy of the Company’s stop-loss insurance coverage. The Company records an estimate of claims incurred but not reported, based on management’s judgment and historical experience. Self-insurance accruals are $1,922 and $1,766 at December 31, 2021 and 2020, respectively, and are reflected in accrued salaries and benefits in the consolidated balance sheets. Material differences may result in the amount and timing of insurance expense if actual experience differs significantly from management’s estimates. Revenue Recognition Revenue from contracts with customers The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers Nature of goods and services Licenses for on-premise software subscriptions provide the customer with a right to use the software as it exists when made available to the customer. Customers purchase a subscription to these licenses, which includes the related software and tax content updates (collectively “updates”) and product support. The updates and support, which are part of the subscription agreement, are essential to the continued utility of the software; therefore, the Company has determined the software and the related updates and support to be a single performance obligation. Accordingly, when on-premise software is licensed, the revenue associated with this combined performance obligation is recognized ratably over the license term as these subscriptions are provided for the duration of the license term. Revenue recognition begins on the later of the beginning of the subscription period or the date the software is made available to the customer to download. Certain on-premise software subscription prices in the initial subscription year are higher than standard renewal prices. The excess initial year price over the renewal price (“new sale premium”) is a material right that provides customers with the right to this reduced renewal price. The Company recognizes revenue associated with this material right over the estimated period of benefit to the customer, which is generally three years. Cloud-based subscriptions allow customers to use Company-hosted software over the contract period without taking possession of the software. The cloud-based offerings also include related updates and support. Cloud-based contracts consistently provide a benefit to the customer during the subscription period; thus, the associated revenue is recognized ratably over the related subscription period. Revenue recognition begins on the later of the beginning of the subscription period or the date the customer is provided access to the cloud-based solutions. Revenue from deliverable-based services is recognized as services are delivered. Revenue from fixed fee services is recognized as services are performed using the percentage of completion input method. The Company has elected the “right to invoice” practical expedient for revenue related to services that are billed on an hourly basis, which enables revenue to be recognized as the services are performed. The Company has determined that the methods applied to measuring its progress toward complete satisfaction of performance obligations recognized over time are a faithful depiction of the transfer of control of software subscriptions and services to customers. Significant Judgments Contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Identification of the amortization periods of material rights and contract costs requires significant judgment by management. Payment terms Payment terms and conditions vary by contract, although the Company’s terms generally include a requirement of payment within 30 days. In instances where the timing of revenue recognition differs from the timing of payment, the Company has determined that its contracts do not include a significant financing component. The primary purpose of invoicing terms is to provide customers with simplified and predictable ways of purchasing products and services, not to receive financing from customers or to provide customers with financing. Cost of Revenues Cost of revenues, software subscriptions include the direct cost to develop, host and distribute software products, the direct cost to provide customer support, and amortization of costs capitalized for software developed for sale, for internal-use software utilized for cloud-based subscriptions and for certain acquired intangible assets. Cost of revenues, services include the direct costs of implementation, |