SEC Comment Letter 0000000000-23-011151 to Ingram Micro Holding Corp (INGM)
Ingram Micro Holding Corp
Date: Oct. 12, 2023 · CIK: 0001897762 · Accession: 0000000000-23-011151
AI Filing Summary & Sentiment
Letter
United States securities and exchange commission logo October 12, 2023 Paul Bay Chief Executive Officer Ingram Micro Holding Corporation 3351 Michelson Drive, Suite 100 Irvine, CA 92612 Re:Ingram Micro Holding Corporation Amendment No. 6 to Draft Registration Statement on Form S-1 Submitted September 18, 2023 CIK No. 0001897762 Dear Paul Bay: We have reviewed your amended draft registration statement and have the following comments. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 6 to Draft Registration Statement on Form S-1 Summary, page 1 1.Balance your disclosure regarding your belief that your industry will benefit from a number of key trends and your market opportunity to acknowledge the softening of demand, particularly in commercial and consumer products, across all regions during the most recent interim period. Provide similar disclosure in your discussion of Key Factors and Trends Affecting your Operating Results.
FirstName LastNamePaul Bay Comapany NameIngram Micro Holding Corporation October 12, 2023 Page 2 FirstName LastName Paul Bay Ingram Micro Holding Corporation October 12, 2023 Page 2 Management's Discussion and Analysis of Financial Condition and Results of Operations Key Operating Metrics and Non-GAAP Financial Measures, page 86 2.Please tell us how you determined that “cash-based compensation expense” eliminated from adjusted EBITDA is not normal, recurring, cash operating expense. Refer to Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. Audited Consolidated Financial Statements Note 2 - Significant Accounting Policies Factoring Programs, page F-15 3.Please disclose, if true, that the deferred purchase price represents a beneficial interest in the securitization entity. Refer to ASC 230-10-50-4. Please contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 if you have questions regarding comments on the financial statements and related matters. Please contact Alyssa Wall at 202-551-8106 or Mara Ransom at 202-551-3264 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Cristopher Greer
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United States securities and exchange commission logo
October 12, 2023
Paul Bay
Chief Executive Officer
Ingram Micro Holding Corporation
3351 Michelson Drive, Suite 100
Irvine, CA 92612
Re:Ingram Micro Holding Corporation
Amendment No. 6 to Draft Registration Statement on Form S-1
Submitted September 18, 2023
CIK No. 0001897762
Dear Paul Bay:
We have reviewed your amended draft registration statement and have the following
comments.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Amendment No. 6 to Draft Registration Statement on Form S-1
Summary, page 1
1.Balance your disclosure regarding your belief that your industry will benefit from a
number of key trends and your market opportunity to acknowledge the softening of
demand, particularly in commercial and consumer products, across all regions during the
most recent interim period. Provide similar disclosure in your discussion of Key Factors
and Trends Affecting your Operating Results.
FirstName LastNamePaul Bay
Comapany NameIngram Micro Holding Corporation
October 12, 2023 Page 2
FirstName LastName
Paul Bay
Ingram Micro Holding Corporation
October 12, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Operating Metrics and Non-GAAP Financial Measures, page 86
2.Please tell us how you determined that “cash-based compensation expense” eliminated
from adjusted EBITDA is not normal, recurring, cash operating expense. Refer to
Question 100.01 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations.
Audited Consolidated Financial Statements
Note 2 - Significant Accounting Policies
Factoring Programs, page F-15
3.Please disclose, if true, that the deferred purchase price represents a beneficial interest in
the securitization entity. Refer to ASC 230-10-50-4.
Please contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters. Please
contact Alyssa Wall at 202-551-8106 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Cristopher Greer