United States securities and exchange commission logo
July 24, 2020
Bryan Rowland
General Counsel
Vertex, Inc.
2301 Renaissance Blvd.
King of Prussia, PA 19406
Re: Vertex, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed July 20, 2020
File No. 333-239644
Dear Mr. Rowland:
We have reviewed your amended registration statement 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 this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Form S-1
Dilution, page 49
1. Please explain how you
computed pro forma net tangible book value in the amount of
$(315.8) million, or
$(2.62) per share, and adjusted pro forma net tangible book value in
amount of $(27.4)
million, or $(0.19) per share, as of March 31, 2020, after giving pro
forma effect to the
transactions described.
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Critical Accounting Policies and Estimates
Stock-Based Compensation, page 83
2. Consistent with your
response to comment 5 in your letter dated June 18, 2020, please
update your disclosure
regarding the impact of the change in accounting for the SARs
Bryan Rowland
Vertex, Inc.
July 24, 2020
Page 2
upon becoming a public company. Revise to address your accounting for the
amendment
of the outstanding SARs as part of this offering, including the financial
impact upon the
modification and on future results.
Notes to Consolidated Financial Statements, page F-8
3. Please revise to provide subsequent events disclosures pursuant to ASC
855-10-50-1 and
50-2.
Note 1. Summary of significant accounting policies
Unaudited Pro Forma Earnings Per Share, page F-23
4. You indicate that the determination of pro forma shares outstanding gives
effect to the
exchange of the Class A and Class B common stock outstanding at December
31, 2019
and March 31, 2020 for the respective new series of Class A and B common
stock.
However, it appears that the denominator only includes the number of
shares whose
proceeds would be necessary to repay the term loans. Please revise your
computation to
also include the new series of Class A and B common shares outstanding
exchanged for
the Class A and Class B common stock outstanding.
General
5. We note your 3-for-1 forward split of your common stock, which will occur
prior to the
closing of this offering. When the forward split occurs, please ensure
disclosures through
the filing are consistently presented to give retroactive effect to the
change. Revise
financial statements presented to reflect the stock split in accordance
with ASC 260-10-
55-12 and SAB Topic 4C. Also ensure your independent auditor revises its
report on page
F-2 to reference the stock split and dual-date its opinion in accordance
with PCAOB AU
530.05.
You may contact Becky Chow, Staff Accountant, at (202) 551-6524 or
Melissa
Walsh, Staff Accountant, at (202) 551-3224 if you have questions regarding
comments on the
financial statements and related matters. Please contact Michael C. Foland,
Staff Attorney, at
(202) 551-6711 or Kathleen Krebs, Special Counsel at (202) 551-3350 with any
other questions.
Sincerely,
FirstName LastNameBryan Rowland
Division of
Corporation Finance
Comapany NameVertex, Inc.
Office of Technology
July 24, 2020 Page 2
cc: Joel Trotter
FirstName LastName