United States securities and exchange commission logo
December 18, 2020
Peter H. D Arrigo
Chief Financial Officer
Envestnet, Inc.
35 East Wacker Drive, Suite 2400,
Chicago, Illinois 60601
Re: Envestnet, Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2019
Filed February 28,
2020
File No. 001-34835
Dear Mr. D Arrigo:
We have reviewed your filing 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 December 31, 2019
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Non-GAAP Financial Measures, page 53
1. You deduct asset-based
cost of revenues from revenues to arrive at the non-GAAP
measure "adjusted net
revenues." Please explain to us why it is appropriate to deduct
costs from revenues to
arrive at a net revenues amount. In connection with this
measure, you disclose
"excluding this portion of our revenue from certain analysis
performed by management
improves the usefulness and comparability of such analysis
when evaluating the
growth and profitability of the overall business, and in comparing
segment performance."
Please clarify for us how the revenue excluded relates to the
asset-based cost of
revenues adjustment in arriving at adjusted net revenues, and how
usefulness and
comparability are improved by this exclusion.
Peter H. D Arrigo
Envestnet, Inc.
December 18, 2020
Page 2
General
2. We note that your forum selection provision in your Fifth Amended and
Restated
Certificate of Incorporation identifies the Court of Chancery of the
State of Delaware as
the exclusive forum for certain litigation, including any
derivative action. Please tell us
whether and to what extent this provision applies to actions arising
under the Securities
Act or Exchange Act. In that regard, we note that Section 27 of the
Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created
by the Exchange Act or the rules and regulations thereunder, and
Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state
courts over all suits
brought to enforce any duty or liability created by the Securities Act
or the rules and
regulations thereunder. If the provision applies to Securities Act
claims, in future filings,
please clearly describe the provision in your disclosure including any
risks to investors
related to the provision. Please also state that there is uncertainty
as to whether a court
would enforce such provision and that investors cannot waive
compliance with the federal
securities laws and the rules and regulations thereunder. If the
provision does not apply to
actions arising under the Securities Act or Exchange Act, please tell
us how you will
inform investors in future filings that the provision does not apply
to any actions arising
under the Securities Act or Exchange Act.
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 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Donald Field at 202-551-3680 or Jacqueline Kaufman at 202-551-3797 with
any other
questions.
FirstName LastNamePeter H. D Arrigo Sincerely,
Comapany NameEnvestnet, Inc.
Division of
Corporation Finance
December 18, 2020 Page 2 Office of Trade
& Services
FirstName LastName