SEC Comment Letter 0000000000-23-004107 to MeridianLink, Inc. (CIK 0001834494)
MeridianLink, Inc. (CIK 0001834494)
Date: April 24, 2023 · CIK: 0001834494 · Accession: 0000000000-23-004107
AI Filing Summary & Sentiment
File numbers found in text: 001-40680
Letter
United States securities and exchange commission logo April 24, 2023 Sean Blitchok Chief Financial Officer MeridianLink, Inc. 3560 Hyland Avenue Suite 200 Costa Mesa, CA 92626 Re:MeridianLink, Inc. Form 10-K for the Year Ended December 31, 2022 Filed March 9, 2023 8-K filed March 1, 2023 File No. 001-40680 Dear Sean Blitchok: We have limited our review of your filings 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 8-K filed March 1, 2023 Exhibit 99.1 Reconciliation from GAAP to Non-GAAP Results , page 9 1.We note your presentations of several non-GAAP profit margins and expenses as percentages of revenues. Please accompany each of your non-GAAP presentations with an equally prominent presentation of a comparable ratio calculated using GAAP amounts. Refer to Item 10(e)1(i)(A) of Regulation S-K and Question 102.10(a) of the C&DI on Non-GAAP Financial Measures. 2.Revise your calculation of Non-GAAP net income to give effect to the tax impact of the non-GAAP adjustments. Refer to Question 102.11 of the C&DI on Non-GAAP Financial Measures.
FirstName LastNameSean Blitchok Comapany NameMeridianLink, Inc. April 24, 2023 Page 2 FirstName LastName Sean Blitchok MeridianLink, Inc. April 24, 2023 Page 2 3.With respect to your measurement of Adjusted EBITDA, please clarify the nature of the adjustment for "deferred revenue reduction from purchase accounting for acquisitions prior to 2022." Quantify in this disclosure the expected future remaining impact of the non-GAAP deferred revenue adjustments – that is, how much is left to be recognized in the future and over what years. Also, provide disclosure mentioning the change in accounting for deferred revenue in business combinations, cross-referencing to your early adoption of ASU 2021-08, as appropriate. 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 Kathryn Jacobson, Senior Staff Accountant at (202) 551-3365 or Robert Littlepage, Accountant Branch Chief at (202) 551-3361 with any questions. Sincerely, Division of Corporation Finance Office of Technology
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United States securities and exchange commission logo
April 24, 2023
Sean Blitchok
Chief Financial Officer
MeridianLink, Inc.
3560 Hyland Avenue
Suite 200
Costa Mesa, CA 92626
Re:MeridianLink, Inc.
Form 10-K for the Year Ended December 31, 2022
Filed March 9, 2023
8-K filed March 1, 2023
File No. 001-40680
Dear Sean Blitchok:
We have limited our review of your filings 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 8-K filed March 1, 2023
Exhibit 99.1
Reconciliation from GAAP to Non-GAAP Results , page 9
1.We note your presentations of several non-GAAP profit margins and expenses as
percentages of revenues. Please accompany each of your non-GAAP presentations with
an equally prominent presentation of a comparable ratio calculated using GAAP amounts.
Refer to Item 10(e)1(i)(A) of Regulation S-K and Question 102.10(a) of the C&DI on
Non-GAAP Financial Measures.
2.Revise your calculation of Non-GAAP net income to give effect to the tax impact of the
non-GAAP adjustments. Refer to Question 102.11 of the C&DI on Non-GAAP Financial
Measures.
FirstName LastNameSean Blitchok
Comapany NameMeridianLink, Inc.
April 24, 2023 Page 2
FirstName LastName
Sean Blitchok
MeridianLink, Inc.
April 24, 2023
Page 2
3.With respect to your measurement of Adjusted EBITDA, please clarify the nature of the
adjustment for "deferred revenue reduction from purchase accounting for acquisitions
prior to 2022." Quantify in this disclosure the expected future remaining impact of the
non-GAAP deferred revenue adjustments – that is, how much is left to be recognized in
the future and over what years. Also, provide disclosure mentioning the change in
accounting for deferred revenue in business combinations, cross-referencing to your early
adoption of ASU 2021-08, as appropriate.
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 Kathryn Jacobson, Senior Staff Accountant at (202) 551-3365 or Robert
Littlepage, Accountant Branch Chief at (202) 551-3361 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology