0000000000-19-000781.txt : 20190425
0000000000-19-000781.hdr.sgml : 20190425
20190204105954
ACCESSION NUMBER: 0000000000-19-000781
CONFORMED SUBMISSION TYPE: UPLOAD
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20190204
FILED FOR:
COMPANY DATA:
COMPANY CONFORMED NAME: Lyft, Inc.
CENTRAL INDEX KEY: 0001759509
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 208809830
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: UPLOAD
BUSINESS ADDRESS:
STREET 1: 185 BERRY STREET, SUITE 5000
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94107
BUSINESS PHONE: 844-250-2773
MAIL ADDRESS:
STREET 1: 185 BERRY STREET, SUITE 5000
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94107
LETTER
1
filename1.pdf
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TEXT-EXTRACT
2
filename2.txt
February 1,
2019
Logan Green
Chief Executive Officer
Lyft, Inc.
185 Berry Street, Suite 5000
San Francisco, California 94107
Re: Lyft, Inc.
Draft Registration Statement on Form S-1
Submitted December 6, 2018
CIK No. 0001759509
Dear Mr. Green:
We have reviewed your 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.
Draft Registration Statement on Form S-1
Risk Factors
If the contractor classification of our drivers . . ., page 25
1. Please place this risk factor in context by disclosing the number and
nature of the legal
proceedings discussed in the section titled "Independent Contractor
Classification
Matters" on page 127. Also disclose in this risk factor the two
settlements, including
settlement amounts, referenced in the fourth and sixth paragraphs on
page 127.
Industry, Market and Other Data, page 58
2. You state that the Economic Impact Report was commissioned by you and
conducted by a
third party. If the report was prepared in connection with the
registration statement and
Logan Green
FirstName LastNameLogan Green
Lyft, Inc.
Comapany NameLyft, Inc.
February 1, 2019
February 1, 2019 Page 2
Page 2
FirstName LastName
meets the conditions of Section 7 of the Securities Act, please
disclose the date of the
report, identify the third party, and provide us a copy of the report
marked to support for
the relevant statements in the prospectus. Additionally, file the
consent of the third party
as an exhibit or explain to us why a consent is not required under
Section 7 and Rule 436.
3. In several footnotes throughout this filing, you state that market
share figures are based on
the number of rides and were gathered by Slice Technologies, Inc.,
doing business as
Rakuten Intelligence, and that an entity affiliated with Rakuten
currently holds more than
5% of your outstanding capital stock. Please disclose this information
in this section and
file the consent of Rakuten as an exhibit. Please also discuss the
methodology, including
material assumptions and estimates, used by Rakuten Intelligence to
derive market share
figures.
Management's Discussion and Analysis and Results of Operations
Our Business, page 70
4. Please address here the material opportunities, challenges, and risks
to your business as
you implement the material components of your growth strategy such as
growing your
rider base, your autonomous driving strategy and management's plans to
achieve
profitability. Also discuss the material challenges and risks posed by
your principal
competitors. Refer to Section III.A of Securities Act Release No.
33-8350 (Dec. 29,
2003).
5. Please describe any known trends or uncertainties that have had, or
that you reasonably
expect will have, a material favorable or unfavorable impact on
revenue or results of
operations. For example, for certain periods you attribute decreases
in Revenue per
Active Rider and Revenue as a Percentage of Bookings to driver sign-up
bonuses and
incentives. Refer to Item 303(a) of Regulation S-K and Section III.B.3
of Release No. 33-
8350.
Growing Our Rider Community, page 73
6. Please briefly define "use cases" in the first paragraph.
7. We note that your metric for bookings excludes various items as
disclosed on page 76.
Please disclose why these items are excluded from gross bookings. In
your response,
please tell us if this metric represents bookings from which you earn
your revenue.
Revenue per Active Rider, page 74
8. We note your statement that you expect Revenue per Active Rider to
continue to increase
as you release product improvements designed to increase conversion.
Please explain
what "conversion" means in the context of your business.
9. We also note your statement that you expect Revenue per Active Rider
to continue to
increase as you offer additional modes of transportation such as bikes
and scooters.
Logan Green
FirstName LastNameLogan Green
Lyft, Inc.
Comapany NameLyft, Inc.
February 1, 2019
February 1, 2019 Page 3
Page 3
FirstName LastName
Please provide further support for and discuss any material
assumptions underlying such
expectation. Disclose the revenue you receive per ride from your
"ridesharing
marketplace" and the revenue you receive per ride from bikes and
scooters.
10. Discuss the reasons that growth rate and amount of Revenue per Active
Rider fluctuated
for each of the periods presented. Similarly revise the discussion of
Revenue as a
Percentage of Bookings on page 77 and Contribution Margin on page 78.
Our Attractive Cohort Trends, page 75
11. Please quantify the number of riders comprising each cohort for each
year presented and
the retention by cohort by year. Also, discuss the extent to which the
available cohort data
evidences any material known trends or uncertainties. For example, it
appears that for the
2015 cohort, retention grew at a lower percentage from 2016 to 2017
compared to 2015 to
2016. Finally, tell us how your calculation involving number of rides,
as opposed number
of riders, is a measure of "retention."
Management's Discussion and Analysis and Results of Operations
Results of Operations, page 85
12. Please revise your revenue discussion on page 86 to quantify the
impact of (1) increased
service fees and commissions from drivers (2) a reduction in
market-wide price
adjustment promotions to ridesharing riders and (3) reduced discounts
to Shared Rides
riders, which explain the increase in Revenue as a Percentage of
Bookings. In addition,
quantify the percentage increase in Active Riders and Rides. Refer to
Item 303(a) (3) (ii)
of Regulation S-K and Section III.D of SEC Release No. 33-6835.
13. On page 87, you indicate the increase in research and development
expenses were driven
by your efforts to launch new innovations and increase functionality
in your platform and
improve your platform, as well as costs for launching your autonomous
technology
efforts. Quantify the amounts associated with each of these factors.
In your response,
provide us with the amounts of research and development costs for
autonomous
technology for fiscal 2016, fiscal 2017, and fiscal 2018 (annual
results, if known, or
interim results through the nine months ended September 30, 2018).
14. Please revise your discussion of sales and marketing expenses on page
87 to disclose
driver and passenger incentives recognized in each of the periods
presented given its
significance to total sales and marketing expenses.
Business
Industry-Leading Autonomous Vehicle Strategy, page 102
15. Please substantiate that your autonomous vehicle strategy is
"industry-leading."
Additionally, quantify your investment to date and estimated
investment, milestones, and
time frame to implement the two-pronged strategy. Please also discuss
the strategic
Logan Green
FirstName LastNameLogan Green
Lyft, Inc.
Comapany NameLyft, Inc.
February 1, 2019
February 1, 2019 Page 4
Page 4
FirstName LastName
agreement you reference on page F-36 and disclose any material
commitments or
obligations made by you under this agreement.
Benefits to Key Stakeholders, page 107
16. Refer to the fourth bullet point on this page. Please substantiate
that your driver support is
"best-in-class."
Our Growth Strategy, page 109
17. Please quantify the estimated investments in brand and growth
marketing, proprietary
technologies, and predictive analytics and discuss the key milestones
and time frames to
implement each of these strategies.
Our Technology Infrastructure and Operations, page 125
18. Please disclose the material terms of your agreement with Amazon Web
Services. We
note in this regard your disclosure of purchase commitments on page
F-36. Additionally,
tell us whether the agreement should be filed as an exhibit. Refer to
Item
601(b)(10)(ii)(B) of Regulation S-K.
Government Regulation, page 130
19. Refer to the second paragraph on page 131. Please disclose the minimum
wage regulation
recently adopted by the New York City Taxi and Limousine Commission
and discuss, to
the extent known, the material effects of compliance with this
regulation. Similarly revise
the carryover risk factor on pages 22-23.
Management, page 132
20. The Board's structure with regard to risk oversight and cybersecurity
is unclear. See Item
407(h) of Regulation S-K and the Commission Statement and Guidance on
Public
Company Cybersecurity Disclosures dated February 26, 2018.
Nominating and Corporate Governance Committee, page 137
21. Please address the extent to which diversity is a factor in this
process. See Item 407(c)(vi)
of Regulation S-K.
Certain Relationships and Related Party Transactions, page 154
22. If applicable, please provide related party transaction disclosure for
the transaction
described in the last paragraph of Note 10 to the Consolidated
Financial Statements in
accordance with Item 404 of Regulation S-K.
Logan Green
Lyft, Inc.
February 1, 2019
Page 5
Amended and Restated Certificate of Incorporation and Amended and Restated
Bylaw
Provisions
Exclusive Forum, page 166
23. You state that the federal district courts will be the exclusive forum
for any complaint
asserting a cause of action arising under the Securities Act. Please
state here and in the
carryover risk factor on pages 54-55 that there is uncertainty as to
whether a court would
enforce this provision.
Note 2. Basis of Presentation and Summary of Significant Accounting Policies
Revenue Recognition, page F-10
24. We note your disclosure on page 120 that you offer subscription plans and
ride passes.
Please explain your revenue recognition policy for each offering
including how you have
considered any expected breakage amounts and, if material, revise your
disclosure as
appropriate. Refer to ASC 606-10-50-12 and 606-10-50-17.
Note 12. Subsequent Events
Expansion of Express Drive Program, page F-37
25. We note that you expanded your Express Drive program in 2018 and that you
are
considered to be the accounting lessor in one of your arrangements.
Provide us with
additional details regarding the nature of your Express Drive program and
how you
concluded that you were the lessor under that particular arrangement.
Additionally, we
note your disclosure on page 92 that revenue from your car rental
programs in 2016 and
2017 was not material. Tell us whether the expansion of this program in
2018 is expected
to materially impact your financial statements.
You may contact Melissa Gilmore at (202) 551-3777 or Melissa Raminpour,
Accounting
Branch Chief, at (202) 551-3379 if you have questions regarding comments on the
financial
statements and related matters. Please contact J. Nolan Mcwilliams at (202)
551-3217 or Anne
Parker, Assistant Director, at (202) 551-3611 with any other questions.
Sincerely,
FirstName LastNameLogan Green
Division of
Corporation Finance
Comapany NameLyft, Inc.
Office of
Transportation and Leisure
February 1, 2019 Page 5
cc: Rezwan Pavri, Esq.
FirstName LastName