United States securities and exchange commission logo
May 23, 2024
Russell Burke
Chief Financial Officer
Life360, Inc.
1900 South Norfolk Street, Suite 310
San Mateo, CA
Re: Life360, Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2023
Form 8-K filed May
9, 2024
File No. 000-56424
Dear Russell Burke:
We have reviewed your May 9, 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 May 7, 2024 letter.
Form 8-K filed May 9, 2024
Exhibit 99.1, Media release of the Registrant dated May 9, 2024 (U.S.
Time)
1. We note your response
to prior comment 4. As noted in Question 104.05 of Non-GAAP
Financial Measures
Compliance & Disclosure Interpretations, revenue amounts adjusted
in any manner are
considered non-GAAP financial measures. The bundled offerings
adjustment reverses the
allocation of hardware revenue that is required to be recognized at
a point in time under
ASC 606. This adjustment appears to have the effect of changing the
measurement and the
pattern of revenue recognition, which is inconsistent with the
guidance in Question
100.04 of Non-GAAP Financial Measures Compliance & Disclosure
Interpretations. Please
remove this adjustment from all non-GAAP measures in future
filings.
2. We note the revised
explanation of usefulness of each of the non-GAAP measures within
Supplementary and
Non-GAAP Financial Information in response to prior comment 4.
You indicate that
non-GAAP cost of revenue and non-GAAP operating expenses are
Russell Burke
Life360, Inc.
May 23, 2024
Page 2
adjusted for non-recurring, non-cash expenses. However, we note that
certain of these
adjustments are recurring. Please explain how you considered Item
10(e)(1)(ii) of
Regulation S-K and the guidance in Question 102.03 of Non-GAAP Financial
Measures
Compliance & Disclosure Interpretations.
Please contact Melissa Walsh at 202-551-3224 or Stephen Krikorian at
202-551-3488 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Aliya Ishmukhamedova at 202-551-7519 or Matthew Derby at 202-551-3334
with any
other questions.
Sincerely,
FirstName LastNameRussell Burke
Division of
Corporation Finance
Comapany NameLife360, Inc.
Office of Technology
May 23, 2024 Page 2
cc: Natalie Karam
FirstName LastName