July 5, 2019
David Katzman
Chief Executive Officer
SmileDirectClub, Inc.
414 Union Street
Nashville, Tennessee 37219
Re: SmileDirectClub, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted June 19, 2019
CIK No. 0001775625
Dear Mr. Katzman:
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.
Draft Registration Statement on Form F-1 Submitted June 19, 2019
Our Company, page 1
1. Please expand your response to prior comment 1 to address how you do not
view the clear
aligners market as a whole as indicative or applicable to your current
operations given
your disclosure here that you are disrupting the traditional orthodontic
market, which
includes clear aligners, by offering benefits that solve critical
problems around cost,
convenience, and access to care.
2. Please expand your response to prior comment 3 to address the risks of
your emerging
teledentistry business model including those outlined in the last risk
factor on page 36.
3. Please expand your response to prior comment 4 to clarify how your
product may be used
David Katzman
SmileDirectClub, Inc.
July 5, 2019
Page 2
to treat malocclusion beyond mild-to-moderate. In this regard, is your
product approved
for such use? Also, revise your calculations to reflect the portion of
your addressable
market in which you have obtained regulatory approval.
4. Please explain how a "net promoter score" is calculated. Also, we are
unable to locate
100,000 member reviews on your website. Please advise.
SmilePay captive financing..., page 8
5. We note your response to prior comment 5. Please revise to disclose
the delinquency rate
and the subsequent reduction in revenue.
Because our current Chairman and Chief Executive Officer has other business
interests..., page
27
6. We note your response to prior comment 7. Please expand your risk
factor disclosure to
discuss any procedures for addressing potential conflicts of interest.
Management's Discussion and Analysis, page 74
7. Clarify whether and how using ASP as an indication of your ability to
maintain pricing
helps management assess your results or manage your business.
Specifically, since the
calculation does not take into account implicit price concessions, the
metric appears to be
primarily aimed at consumers, rather than as a tool to asses your
financial results. Please
revise to clarify whether management uses this metric to assess your
results.
Key Business Metrics
Unique aligner order shipments, page 75
8. We note your response to comment 17, however we do not see where you
revised your
disclosure to clarify that the unique aligner order shipment metric
represents a single
contracted customer and not individual aligners shipped. Please revise
your disclosure
accordingly.
Average sale price, page 75
9. We from note your response to comment 15 that aligner revenue on a GAAP
basis was
$383.2 million and $131.6 million for the years ended December 31, 2018
and 2017,
respectively. Please reconcile these amounts to your disclosures on
page F-
FirstName LastNameDavid Katzman $390.5 million and $139.1 million for the same
9 that indicate aligner sales were
Comapany NameSmileDirectClub, Inc. title to identity it as "average gross
periods. Also, revise your metric
July 5, sale price" or something similar.
2019 Page 2
FirstName LastName
David Katzman
FirstName LastNameDavid Katzman
SmileDirectClub, Inc.
Comapany NameSmileDirectClub, Inc.
July 5, 2019
Page 3
July 5, 2019 Page 3
FirstName LastName
Note 1 - Summary of Significant Accounting Policies,
Revenue Recognition, page F-8
10. We note your response to comment 31. Please tell us why you are not
disclosing
unearned income related to your SmilePay receivables. Refer to ASC
310-10-50-4.
11. We note your disclosure on page F-9 that you manufacture and deliver
all of the aligners
at the beginning of the treatment. Please revise to clarify, if true,
that only the
initial aligners are delivered at the beginning of the treatment.
12. We note your revised disclosure on page F-9 that financing revenue is
net of implicit price
concessions. Please tell us your basis for netting financing revenue
with implicit price
concessions. Include in your response your consideration of ASC
606-10-32-15, which
states that an entity shall adjust the promised amount of
consideration for the effects of the
time value of money.
You may contact Eric Atallah at 202-551-3663 or Kevin Kuhar at
202-551-3662 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Heather Percival at 202-551-3498 or Amanda Ravitz at 202-551-3528 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Electronics and Machinery
cc: David J. Goldschmidt, Esq.