SEC Comment Letter 0000000000-24-005799 to PELOTON INTERACTIVE, INC. (PTON) (CIK 0001639825) (PTON)
PELOTON INTERACTIVE, INC. (PTON) (CIK 0001639825)
Date: May 20, 2024 · CIK: 0001639825 · Accession: 0000000000-24-005799
AI Filing Summary & Sentiment
File numbers found in text: 001-39058
Letter
United States securities and exchange commission logo May 20, 2024 Elizabeth Coddington Chief Financial Officer Peloton Interactive, Inc. 441 Ninth Avenue, Sixth Floor New York , New York, 10001 Re:Peloton Interactive, Inc. Form 10-K for the Fiscal Year Ended June 30, 2023 Correspondence filed April 15, 2024 File No. 001-39058 Dear Elizabeth Coddington: We have reviewed your April 15, 2024, response to our comment letter 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. Unless we note otherwise, any references to prior comments are to comments in our March 20, 2024, letter. Correspondence filed April 15, 2024 Management's Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Financial Measures Adjusted EBITDA, page 57 1.We note your response to comment 1. In future filings, please provide more detailed disclosures describing the nature and components of your non-GAAP adjustments. For example, if a non-GAAP adjustment includes multiple material components, please quantify and describe each of those components.
3. Revenue, page 81 2.We note your response to comment 3 and your statement that you consider warranty and services revenues to be immaterial for disclosure under ASC 606-10-50-5 and ASC 280-
FirstName LastNameElizabeth Coddington Comapany NamePeloton Interactive, Inc. May 20, 2024 Page 2 FirstName LastName Elizabeth Coddington Peloton Interactive, Inc. May 20, 2024 Page 2 10-50-40. Please quantify for us the impact of warranty and service revenues on your gross profit and gross profit percentage at both the consolidated level and the Connected Fitness Products segment level. To the extent that warranty revenues materially impact any gross profit measures, ensure you appropriately discuss the impacts within MD&A and expand on why quantification of such revenues is not necessary under the preceding guidance. 12. Debt , page 91 3.We note your response to comment 4. Since you choose to provide a table that quantifies "Total interest expense related to the Term Loan," please clarify why you believe it is both accurate and appropriate to exclude the most material portion of interest expense related to the loan. Please contact Charles Eastman at 202-551-3794 or Andrew Blume at 202-551-3254 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Manufacturing cc: Tammy Albarran
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United States securities and exchange commission logo
May 20, 2024
Elizabeth Coddington
Chief Financial Officer
Peloton Interactive, Inc.
441 Ninth Avenue, Sixth Floor
New York , New York, 10001
Re:Peloton Interactive, Inc.
Form 10-K for the Fiscal Year Ended June 30, 2023
Correspondence filed April 15, 2024
File No. 001-39058
Dear Elizabeth Coddington:
We have reviewed your April 15, 2024, response to our comment letter 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. Unless
we note otherwise, any references to prior comments are to comments in our March 20,
2024, letter.
Correspondence filed April 15, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures
Adjusted EBITDA, page 57
1.We note your response to comment 1. In future filings, please provide more detailed
disclosures describing the nature and components of your non-GAAP adjustments. For
example, if a non-GAAP adjustment includes multiple material components, please
quantify and describe each of those components.
3. Revenue, page 81
2.We note your response to comment 3 and your statement that you consider warranty and
services revenues to be immaterial for disclosure under ASC 606-10-50-5 and ASC 280-
FirstName LastNameElizabeth Coddington
Comapany NamePeloton Interactive, Inc.
May 20, 2024 Page 2
FirstName LastName
Elizabeth Coddington
Peloton Interactive, Inc.
May 20, 2024
Page 2
10-50-40. Please quantify for us the impact of warranty and service revenues on your
gross profit and gross profit percentage at both the consolidated level and the Connected
Fitness Products segment level. To the extent that warranty revenues materially impact
any gross profit measures, ensure you appropriately discuss the impacts within MD&A
and expand on why quantification of such revenues is not necessary under the preceding
guidance.
12. Debt , page 91
3.We note your response to comment 4. Since you choose to provide a table that quantifies
"Total interest expense related to the Term Loan," please clarify why you believe it is both
accurate and appropriate to exclude the most material portion of interest expense related to
the loan.
Please contact Charles Eastman at 202-551-3794 or Andrew Blume at 202-551-3254 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc: Tammy Albarran