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United States securities and exchange commission logo
June 29, 2020
Bryan Rowland
General Counsel
Vertex, Inc.
2301 Renaissance Blvd.
King of Prussia, PA 19406
Re: Vertex, Inc.
Amendment No. 2 to
Draft Registration
Statement on Form S-1
Submitted June 18,
2020
File No. 377-03104
Dear Mr. Rowland:
We have reviewed your amended draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments. Unless otherwise noted, where prior comments are referred to
they refer to our letter
dated May 26, 2020.
Amendment No. 2 to Draft Registration Statement submitted on June 18,
2020
Use of Proceeds, page 40
1. We note your response
to prior comment 3. Since the company obtained the term loan to
pay a dividend to
shareholders, and the proceeds of the offering will be used to repay
the term loan, please
quantify the amount of the dividend paid to your officers, directors
and affiliates. In
addition, as you state on page 72, disclose that the term loan is required
to be repaid upon
consummation of the offering.
Bryan Rowland
Vertex, Inc.
June 29, 2020
Page 2
Consolidated Balance Sheets, page F-3
2. Please explain the classification of the funds held for stockholder
distributions in
noncurrent assets in the consolidated balance sheet. In this regard, you
indicate on page
F-10 that the funds are reserved for distribution to stockholders to be
paid within 90 days
of March 31, 2020, and if a distribution is not made within this time
frame, such amount
must be repaid to the bank.
Notes to Consolidated Financial Statements
Note 1. Summary of significant accounting policies
Segments, page F-9
3. We note that 19% of your long-lived assets are now held outside of the
U.S. Please revise
to disclose the general nature of the risk associated with this
concentration. In this regard,
explain the nature and location of these assets and the purpose of the
change in location.
Refer to ASC 275-10-50-20.
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,
Attorney-Advisor, 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
June 29, 2020 Page 2
cc: Joel Trotter
FirstName LastName