View:
United States securities and exchange commission logo
April 19, 2021
Raul Villar Jr.
Chief Executive Officer
Pride Parent, Inc.
4811 Montgomery Road
Cincinnati, Ohio 45212
Re: Pride Parent, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted April 5,
2021
CIK No. 0001839439
Dear Mr. Villar Jr.:
We have reviewed your amended draft registration statement 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 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 our comments apply 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 these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments. Our references to prior comments refer to comments in our
March 24, 2021 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted
April 5, 2021
Summary Consolidated Financial Data, page 15
1. We note that you have
included GAAP Gross Profit Margin on pages 78 and 79. Please
expand the disclosure
to include GAAP Gross Profit Margin in the Summary Selected
Financial Data on page
17 as well to provide a balanced presentation of GAAP and Non-
GAAP measures.
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Key Factors Affecting Our Performance, page 66
2. In response to prior
comment 5 you added disclosure of your effective PEPM, which you
define as recurring and
other revenue for the period divided by the average number of
Raul Villar Jr.
Pride Parent, Inc.
April 19, 2021
Page 2
customer employees for the same period. Please further revise to clarify
how you
calculate average number of customer employees.
Financial Statements
Note 3. Revenue, page F-15
3. We note that the renewal option represents a material right and that you
state that the
period of time for which the upfront fee would economically compel a
client to renew is
only two years despite an average client life of six years. Since the
implementation fee
would cover the entire client life, it does not appear to be an
appropriate matching of
revenue and expenses to conclude that the period for the material right
is only the shorter
period that would economically compel a renewal. Please explain to us
what features
differ in years one and two compared to subsequent years three through
six that would
lead you to conclude that the client is less compelled to renew after
year two. Absent
differential renewal option rights in years one and two compared to
subsequent years, it is
unclear why the period used for the nonrefundable upfront fees would
differ from the
average client life of six years.
You may contact Claire DeLabar, Senior Staff Accountant, at (202)
551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Mitchell Austin, Staff
Attorney, at (202) 551-3574 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
FirstName LastNameRaul Villar Jr.
Division of
Corporation Finance
Comapany NamePride Parent, Inc.
Office of
Technology
April 19, 2021 Page 2
cc: Robert E. Goedert, P.C.
FirstName LastName