Correspondence 0001193125-23-104986 from PROCORE TECHNOLOGIES, INC. (PCOR) (CIK 0001611052) (PCOR)
PROCORE TECHNOLOGIES, INC. (PCOR) (CIK 0001611052)
Date: April 18, 2023 · CIK: 0001611052 · Accession: 0001193125-23-104986
AI Filing Summary & Sentiment
File numbers found in text: 001-40396
Referenced dates: April 5, 2023
Letter
Rachel B. Proffitt
+1 415 693 2031
rproffitt@cooley.com
April 18, 2023
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: Chen Chen and Kathleen Collins
Re: Procore Technologies, Inc.
Form 10-K for the Year Ended December 31, 2022
Filed March 1, 2023
Comment Letter Dated April 5, 2023
File No. 001-40396
Ladies and Gentlemen:
On behalf of Procore Technologies, Inc. (the “Company”), we are submitting this letter in response to the letter, dated April 5, 2023, from the staff of the Division of Corporation Finance Office of Technology (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”) submitted to the Commission on March 1, 2023.
Set forth below are the Company’s responses to the Staff’s comments. For ease of reference, the numbering of the paragraphs corresponds to the numbering of the comments in the letter from the Staff and the Staff’s comments are reproduced in italics. Page references in the text of this response letter correspond to the page numbers in the Annual Report.
Form 10-K for the Year Ended December 31, 2022
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Certain Factors Affecting Our Performance, page 42
1. You state that acquiring new customers and retaining and expanding existing customers’ use of your platform is a factor affecting your performance. We note you have provided measures to support new customers (i.e., customer account) and customer retention (i.e., gross retention rate). Please tell us what measure you use to monitor expansion of existing customers and specifically address your consideration to include a quantified discussion of retention rate. In this regard, we note you provided such measure in your recent initial public offering as well as in your 2022 Investor Day presentation.
Response:
The Company acknowledges the Staff’s comment, and consistent with the manner in which the Company disclosed such measure in the Company’s registration statement on Form S-1 in connection with the Company’s initial public offering, the Company will disclose its net retention rate beginning with its Form 10-K for the annual period ending December 31, 2023.
U.S. Securities and Exchange Commission
April 18, 2023
Page 2
Results of Operations
Comparison of the Years Ended December 31, 2022 and 2021, page 48
2. You state that the increase in revenue during fiscal 2022 was primarily due to expansion within your existing customers and revenue from new customers added during the year. Please revise to provide the percentage of dollar amount of the revenue increase attributable to each of new and existing customers. Also, refrain from using terms such as “primarily” in lieu of providing a more specific quantitative disclosure. Refer to Item 303(b) of Regulation S-K.
Response:
The Company acknowledges the Staff’s comment and will disclose the percentage of the dollar amount of the revenue increase attributable to each of new and existing customers beginning with its Form 10-Q for the quarterly period ended March 31, 2023.
* * *
Please contact me at (415) 693-2031 or Jon Avina of Cooley LLP at (650) 843-5307 with any questions or further comments regarding our responses to the Staff’s comments.
Sincerely,
/s/ Rachel B. Proffitt
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CORRESP 1 filename1.htm CORRESP Rachel B. Proffitt +1 415 693 2031 rproffitt@cooley.com April 18, 2023 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Chen Chen and Kathleen Collins Re: Procore Technologies, Inc. Form 10-K for the Year Ended December 31, 2022 Filed March 1, 2023 Comment Letter Dated April 5, 2023 File No. 001-40396 Ladies and Gentlemen: On behalf of Procore Technologies, Inc. (the “Company”), we are submitting this letter in response to the letter, dated April 5, 2023, from the staff of the Division of Corporation Finance Office of Technology (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”) submitted to the Commission on March 1, 2023. Set forth below are the Company’s responses to the Staff’s comments. For ease of reference, the numbering of the paragraphs corresponds to the numbering of the comments in the letter from the Staff and the Staff’s comments are reproduced in italics. Page references in the text of this response letter correspond to the page numbers in the Annual Report. Form 10-K for the Year Ended December 31, 2022 Management’s Discussion and Analysis of Financial Condition and Results of Operations Certain Factors Affecting Our Performance, page 42 1. You state that acquiring new customers and retaining and expanding existing customers’ use of your platform is a factor affecting your performance. We note you have provided measures to support new customers (i.e., customer account) and customer retention (i.e., gross retention rate). Please tell us what measure you use to monitor expansion of existing customers and specifically address your consideration to include a quantified discussion of retention rate. In this regard, we note you provided such measure in your recent initial public offering as well as in your 2022 Investor Day presentation. Response: The Company acknowledges the Staff’s comment, and consistent with the manner in which the Company disclosed such measure in the Company’s registration statement on Form S-1 in connection with the Company’s initial public offering, the Company will disclose its net retention rate beginning with its Form 10-K for the annual period ending December 31, 2023. U.S. Securities and Exchange Commission April 18, 2023 Page 2 Results of Operations Comparison of the Years Ended December 31, 2022 and 2021, page 48 2. You state that the increase in revenue during fiscal 2022 was primarily due to expansion within your existing customers and revenue from new customers added during the year. Please revise to provide the percentage of dollar amount of the revenue increase attributable to each of new and existing customers. Also, refrain from using terms such as “primarily” in lieu of providing a more specific quantitative disclosure. Refer to Item 303(b) of Regulation S-K. Response: The Company acknowledges the Staff’s comment and will disclose the percentage of the dollar amount of the revenue increase attributable to each of new and existing customers beginning with its Form 10-Q for the quarterly period ended March 31, 2023. * * * Please contact me at (415) 693-2031 or Jon Avina of Cooley LLP at (650) 843-5307 with any questions or further comments regarding our responses to the Staff’s comments. Sincerely, /s/ Rachel B. Proffitt Rachel B. Proffitt Cooley LLP cc: Benjamin Singer, Procore Technologies, Inc. Uyen Nguyen, Procore Technologies, Inc. Jon Avina, Cooley LLP