United States securities and exchange commission logo
August 1, 2023
Peter D Arrigo
Chief Financial Officer
Envestnet, Inc.
1000 Chesterbrook Boulevard, Suite 250
Berwyn, Pennsylvania 19312
Re: Envestnet, Inc.
Form 10-K for
Fiscal Year Ended December 31, 2022
Filed February 28,
2023
Form 10-Q for
Fiscal Quarter Ended March 31, 2023
Filed May 5, 2023
File No. 001-34835
Dear Peter 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 Fiscal Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Non-GAAP Financial Measures, page 54
1. You make the following
adjustments in computing each of your non-GAAP measures
"adjusted EBITDA" and
"adjusted net income" - (i) restructuring charges and transaction
costs, (ii) severance,
(iii) litigation and regulatory related expenses, (iv) loss allocations
from equity method
investments, and (v) income/loss attributable to non-controlling
interest, and
additionally cash interest - convertible notes for adjusted net income. Each
adjustment is made for
each year of the three years presented, except for cash interest -
convertible notes which
appears to have been incurred only in the two most recent
periods. All of these
adjustments continue to be made for these non-GAAP measures in
the interim period
ended March 31, 2023. Please explain to us how these adjustments
Peter D Arrigo
Envestnet, Inc.
August 1, 2023
Page 2
comply with Question 100.01 of our Compliance and Disclosure
Interpretations "Non-
GAAP Financial Measures," as these appear to be normal, recurring
items, many of which
appear to have involved or will involve cash. In particular, (a)
explain why it is
appropriate to adjust net income for cash interest associated with
convertible notes, (b)
describe and quantify the items included in restructuring and
transaction costs, (c)
quantify each of litigation and regulatory related expenses, and
explain why regulatory
expenses are excluded when it appears these are necessary given the
nature of your
business, (d) explain your rationale for excluding from net income
amounts associated
with equity method investments, and (e) explain the relevance to net
income of excluding
results attributable to the non-controlling interest.
Liquidity and Capital Resources
Cash Flows
Operating Activities, page 61
2. Your analysis appears to rely on results of operations and noncash
items to explain the
decrease of $133.6 million from fiscal year 2021 to fiscal year 2022.
Please note
that references to these items, especially noncash items, may not
provide a sufficient basis
to understand how operating cash actually was affected between
periods. After referring
to the guidance in Item 303(b) of Regulation S-K, the introductory
paragraph of section
IV.B and B.1 of Release No. 33-8350, please explain to us and disclose
as appropriate the
underlying factors for the decrease. In connection with this, we note
the change between
periods in "Accrued expenses and other liabilities" reported in the
statement of cash flows
of approximately $(78) million. Please explain to us and disclose as
appropriate the
factors underlying this change and how they contribute to the decrease
in overall cash
flows of operating activities between periods.
Form 10-Q for Fiscal Quarter Ended March 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
23
3. We note you have incurred loss from operations and loss before income
tax provision for
each quarterly period starting with the period ended December 31, 2021
forward. Please
discuss whether this is a known trend pursuant to Item 303(b)(2)(ii). In
doing so, consider
discussing the operational reasons for the losses, what you must do to
generate positive
results
FirstName and when youD Arrigo
LastNamePeter expect, if practicable, to generate positive
operating results. Refer to
trend information within Release Nos. 33-6835 and 33-8350 for guidance.
Comapany NameEnvestnet, Inc.
August 1, 2023 Page 2
FirstName LastName
Peter D Arrigo
FirstName LastNamePeter D Arrigo
Envestnet, Inc.
Comapany
August NameEnvestnet, Inc.
1, 2023
August
Page 3 1, 2023 Page 3
FirstName LastName
Liquidity and Capital Resources
Cash Flows
Operating Activities, page 38
4. You disclose net cash used in operating activities for the current
period. Please discuss
the operational reasons for this condition and explain how you intend
to meet your cash
requirements and maintain operations. Also address whether this is a
known trend and
provide related disclosures. Refer to Item 303 of Regulation S-K and
Release Nos. 33-
6835 and 33-8350 for guidance.
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 Abe Friedman at 202-551-8298 or Doug Jones at
202-551-3309 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services