SEC Comment Letter 0000000000-24-005194 to PROCORE TECHNOLOGIES, INC. (PCOR) (CIK 0001611052) (PCOR)
PROCORE TECHNOLOGIES, INC. (PCOR) (CIK 0001611052)
Date: May 7, 2024 · CIK: 0001611052 · Accession: 0000000000-24-005194
AI Filing Summary & Sentiment
File numbers found in text: 001-40396
Letter
United States securities and exchange commission logo May 7, 2024 Craig F. Courtemanche, Jr. Chief Executive Officer Procore Technologies, Inc. 6309 Carpinteria Avenue Carpinteria, CA 93013 Re:Procore Technologies, Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 Filed February 26, 2024 File No. 001-40396 Dear Craig F. Courtemanche: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. Please respond to this letter 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 a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2023 Management's Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures, page 58 1.We note that your adjustments for "employer payroll tax on employee stock transactions" in each of your non-GAAP measures presented. Please tell us how you determined it is appropriate to exclude such amounts as they appear to be a normal, recurring, cash operating expense. Refer to Question 100.01 of the non-GAAP C&DIs. General 2.We note that in your earnings calls you quantify free cash flow per share, which you also discuss in your investor day presentation on your website and in exhibit 99.1 to Form 8-K furnished on September 20, 2023. Please discontinue the presentation and discussion of this measure as non-GAAP liquidity measures that measure cash generated must not be presented on a per share basis. Refer to Rule 100(b) of Regulation G.
FirstName LastNameCraig F. Courtemanche, Jr. Comapany NameProcore Technologies, Inc. May 7, 2024 Page 2 FirstName LastName Craig F. Courtemanche, Jr. Procore Technologies, Inc. May 7, 2024 Page 2 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. Please contact Dave Edgar at 202-551-3459 or Christine Dietz at 202-551-3408 with any questions. Sincerely, Division of Corporation Finance Office of Technology cc: Benjamin Singer
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United States securities and exchange commission logo
May 7, 2024
Craig F. Courtemanche, Jr.
Chief Executive Officer
Procore Technologies, Inc.
6309 Carpinteria Avenue
Carpinteria, CA 93013
Re:Procore Technologies, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
Filed February 26, 2024
File No. 001-40396
Dear Craig F. Courtemanche:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 58
1.We note that your adjustments for "employer payroll tax on employee stock transactions"
in each of your non-GAAP measures presented. Please tell us how you determined it is
appropriate to exclude such amounts as they appear to be a normal, recurring, cash
operating expense. Refer to Question 100.01 of the non-GAAP C&DIs.
General
2.We note that in your earnings calls you quantify free cash flow per share, which you
also discuss in your investor day presentation on your website and in exhibit 99.1 to Form
8-K furnished on September 20, 2023. Please discontinue the presentation and
discussion of this measure as non-GAAP liquidity measures that measure cash generated
must not be presented on a per share basis. Refer to Rule 100(b) of Regulation G.
FirstName LastNameCraig F. Courtemanche, Jr.
Comapany NameProcore Technologies, Inc.
May 7, 2024 Page 2
FirstName LastName
Craig F. Courtemanche, Jr.
Procore Technologies, Inc.
May 7, 2024
Page 2
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.
Please contact Dave Edgar at 202-551-3459 or Christine Dietz at 202-551-3408 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Benjamin Singer