SEC Comment Letter for Shift4 Payments, Inc. (FOUR, FOUR-PA) (CIK 0001794669) (FOUR) — May 11, 2022
Shift4 Payments, Inc. (FOUR, FOUR-PA) (CIK 0001794669)
Date: May 11, 2022 · CIK: 0001794669 · Accession: 0000000000-22-005162
AI Filing Summary & Sentiment
File numbers found in text: 001-39313
Letter
United States securities and exchange commission logo May 11, 2022 Bradley Herring Chief Financial Officer Shift4 Payments, Inc. 2202 N. Irving Street Allentown, PA 18109 Re:Shift4 Payments, Inc. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed March 1, 2022 Form 8-K Filed May 5, 2022 File No. 001-39313 Dear Mr. Herring: We have limited our review of your filing to the financial statements and related disclosures 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, 2021 Consolidated Statements of Cash Flows, page 86 1.Please explain the nature of your customer acquisition costs and residual commission buyouts within investing activities and explain to us how your classification within investing activities complies with ASC 230-10-45-13. Notes to Consolidated Financial Statements 9. Equipment for Lease, Net, page 109 2.Please tell us your consideration of presenting depreciation of equipment under lease as cost of sales in your Statements of Operations. Refer to Rule 5-03.2 of Regulation S-X.
FirstName LastNameBradley Herring Comapany NameShift4 Payments, Inc. May 11, 2022 Page 2 FirstName LastName Bradley Herring Shift4 Payments, Inc. May 11, 2022 Page 2 Form 8-K Filed May 5, 2022 Exhibit 99.1, page 4 3.Reference is made to your bullet point disclosure of gross revenue less network fees as well as your tabular presentation of Adjusted EBITDA and Adjusted Net Income (Loss). Please present the most directly comparable GAAP measure with equal or greater prominence in future filings. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Division's Non-GAAP Compliance and Disclosure Interpretations. In closing, 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 Scott Stringer at 202-551-3272 or Adam Phippen at 202-551-3336 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Jordan Frankel
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United States securities and exchange commission logo
May 11, 2022
Bradley Herring
Chief Financial Officer
Shift4 Payments, Inc.
2202 N. Irving Street
Allentown, PA 18109
Re:Shift4 Payments, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 1, 2022
Form 8-K Filed May 5, 2022
File No. 001-39313
Dear Mr. Herring:
We have limited our review of your filing to the financial statements and related
disclosures 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, 2021
Consolidated Statements of Cash Flows, page 86
1.Please explain the nature of your customer acquisition costs and residual commission
buyouts within investing activities and explain to us how your classification within
investing activities complies with ASC 230-10-45-13.
Notes to Consolidated Financial Statements
9. Equipment for Lease, Net, page 109
2.Please tell us your consideration of presenting depreciation of equipment under lease as
cost of sales in your Statements of Operations. Refer to Rule 5-03.2 of Regulation S-X.
FirstName LastNameBradley Herring
Comapany NameShift4 Payments, Inc.
May 11, 2022 Page 2
FirstName LastName
Bradley Herring
Shift4 Payments, Inc.
May 11, 2022
Page 2
Form 8-K Filed May 5, 2022
Exhibit 99.1, page 4
3.Reference is made to your bullet point disclosure of gross revenue less network fees as
well as your tabular presentation of Adjusted EBITDA and Adjusted Net Income (Loss).
Please present the most directly comparable GAAP measure with equal or greater
prominence in future filings. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question
102.10 of the Division's Non-GAAP Compliance and Disclosure Interpretations.
In closing, 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 Scott Stringer at 202-551-3272 or Adam Phippen at 202-551-3336 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Jordan Frankel