false000161105200016110522024-10-302024-10-30

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________________________
FORM 8-K
___________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 30, 2024
___________________________________________________
Procore Technologies, Inc.
(Exact name of Registrant as Specified in Its Charter)
___________________________________________________
Delaware001-4039673-1636261
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(IRS Employer
Identification No.)
6309 Carpinteria Avenue Carpinteria, CA
93013
(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number, Including Area Code: (866) 477-6267
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
___________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)		Name of each exchange on which registered
Common stock, $0.0001 par valuePCORThe New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02 Results of Operations and Financial Condition.
On October 30, 2024, Procore Technologies, Inc. (the “Company”) issued a press release announcing its results for the fiscal quarter ended September 30, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in each item of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The exhibit listed below is being furnished with this Current Report on Form 8-K.
Exhibit
Number		Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
______________________________


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Procore Technologies, Inc.
Date: October 30, 2024
By:/s/ Benjamin C. Singer
Benjamin C. Singer
Chief Legal Officer and Corporate Secretary


Exhibit 99.1
Procore Announces Third Quarter 2024 Financial Results
CARPINTERIA, CA – October 30, 2024 – Procore Technologies, Inc. (NYSE: PCOR), the leading global provider of construction management software, today announced financial results for the third quarter ended September 30, 2024.
“We have made good progress on our go-to-market transition we announced last quarter,” said Tooey Courtemanche, Founder, President, and CEO of Procore. “We believe this evolution will position us to become a multi-billion revenue company, while building deep and lasting partnerships with our customers.”
“We are on track to expand operating margins by 900 basis points at the high-end for FY24 and our guidance for FY25 calls for further expansion,” said Howard Fu, CFO of Procore. “Long-term growth remains our priority, and we are confident that our investments will best position Procore to capture the massive and under-penetrated opportunity ahead of us.”
Third Quarter 2024 Financial Highlights:
•Revenue was $296 million, an increase of 19% year-over-year.
•GAAP gross margin was 81% and non-GAAP gross margin was 85%.
•GAAP operating margin was (12%) and non-GAAP operating margin was 9%.
•Operating cash inflow for the third quarter was $39 million.
•Free cash inflow for the third quarter was $23 million.
A reconciliation of GAAP to non-GAAP financial measures has been provided in the tables included in this press release. An explanation of these measures is also included below under the heading “Non-GAAP Financial Measures.”
Recent Business Highlights:
•Achieved a gross revenue retention rate of 94% in the third quarter.
•Number of organic customers contributing more than $100,000 of annual recurring revenue totaled 2,261 as of September 30, 2024, an increase of 18% year-over-year.
•Added 225 net new organic customers in the third quarter, ending with a total of 16,975 organic customers.
•Announced the expansion of our upcoming Procore Zones to the UK, Australia and New Zealand, further enhancing our ability to provide customers with the choice to control data storage and management within their regions.

Fourth Quarter and Full Year Outlook:
Procore is providing the following guidance for the fourth quarter 2024 and the full year 2024 and 2025:
•Fourth Quarter 2024 Outlook:
◦Revenue is expected to be in the range of $296 million to $298 million, representing year-over-year growth of 14% to 15%.
◦Non-GAAP operating margin is expected to be in the range of 3% to 4%.
•Full Year 2024 Outlook:
◦Revenue is expected to be in the range of $1,146 million to $1,148 million, representing year-over-year growth of 21%.
◦Non-GAAP operating margin is expected to be in the range of 10.5% to 11%.
•Full Year 2025 Outlook:
◦Revenue is expected to be at least $1,275 million, representing year-over-year growth of 11%.
◦Non-GAAP operating margin is expected to be 13%.

A reconciliation of non-GAAP guidance measures to corresponding GAAP measures is not available on a forward-looking basis without unreasonable effort due to the uncertainty of expenses that may be incurred in the future and cannot be reasonably determined or predicted at this time, although it is important to note that these factors could be material to Procore’s future GAAP financial results.


Stock Repurchase Program
On October 29, 2024, Procore’s Board of Directors authorized a stock repurchase program to repurchase up to $300 million of Procore’s outstanding common stock. Procore intends to opportunistically repurchase shares based on market conditions through the open market (including via pre-set trading plans), or other transactions in accordance with applicable securities laws. The timing and actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. The program does not obligate Procore to acquire any particular amount of common stock, and may be suspended or discontinued at any time at Procore’s discretion. The program will be funded using Procore’s working capital and will expire on October 29, 2025.
Quarterly Conference Call
Procore Technologies, Inc. will hold a conference call to discuss its third quarter results at 2:00 p.m., Pacific Time, on Wednesday, October 30, 2024. A live audio webcast will be accessible on Procore's investor relations website at http://investors.procore.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, about Procore and its industry that involve substantial risks and uncertainties. All statements in this press release, other than statements of historical fact, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or future financial or operating performance, and may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would,” or the negative of these words, or other similar terms or expressions that concern Procore’s expectations, strategy, plans, or intentions.
Procore has based the forward-looking statements contained in this press release primarily on its current expectations and projections about future events and trends that Procore believes may affect its business, financial condition, and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors that could cause results to differ materially from Procore’s current expectations, including, but not limited to, our expectations regarding our financial performance (including revenues, expenses, and margins, and our ability to achieve or maintain future profitability), our ability to effectively manage our growth, anticipated performance, trends, growth rates, and challenges in our business and in the markets in which we operate or anticipate entering into, economic and industry trends (in particular, the rate of adoption of construction management software and digitization of the construction industry, inflation, interest rates, and challenging geopolitical conditions), our outlook for fourth quarter 2024 and the full fiscal years 2024 and 2025, our progress with respect to our go-to-market transition and the benefits we expect to realize as a result of such transition, our ability to attract new customers and retain and increase sales to existing customers, our ability to expand internationally, the effects of increased competition in our markets and our ability to compete effectively, our estimated total addressable market, our ability to execute, and realize benefits from, our stock repurchase program, and as set forth in Procore’s filings with the Securities and Exchange Commission. You should not rely on Procore’s forward-looking statements. Procore assumes no obligation to update any forward-looking statements to reflect events or circumstances that exist or change after the date on which they were made, except as required by law.
Non-GAAP Financial Measures
In addition to Procore’s results determined in accordance with U.S. generally accepted accounting principles, or GAAP, Procore believes certain non-GAAP measures, as described below, are useful in evaluating Procore’s operating performance. Procore uses this non-GAAP financial information, collectively, to evaluate its ongoing operations as well as for internal planning and forecasting purposes. Procore believes that non-GAAP financial information, when taken collectively, is helpful to investors because it provides consistency and comparability with past financial performance, and may assist in comparisons with other companies, some of which use


similar non-GAAP financial information to supplement their GAAP results. These non-GAAP financial measures are not prepared in accordance with GAAP, and are presented for supplemental purposes only.
Non-GAAP Gross Profit, Non-GAAP Gross Margin, Non-GAAP Operating Expenses, Non-GAAP Income from Operations, Non-GAAP Operating Margin, Non-GAAP Net Income, and Non-GAAP Net Income per Share: Procore defines these non-GAAP financial measures as the respective GAAP measures, excluding stock-based compensation expense, amortization of acquired intangible assets, employer payroll tax related to employee stock transactions, and acquisition-related expenses. Non-GAAP gross margin is the ratio calculated by dividing non-GAAP gross profit by total revenue. Non-GAAP operating margin is the ratio calculated by dividing non-GAAP income from operations by total revenue. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Non-GAAP diluted earnings per share is computed by giving effect to all potential weighted average dilutive common stock equivalents outstanding for the period, including options to purchase common stock, restricted stock units, and shares to be issued pursuant to the employee stock purchase plan. The dilutive effect of outstanding awards is reflected in non-GAAP diluted earnings per share by application of the treasury stock method.
Stock-based compensation expense includes the net effects of capitalization and amortization of stock-based compensation expense related to capitalized software and cloud-computing arrangement implementation costs. Stock-based compensation expense has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and an important part of the compensation provided to our employees. Because of varying available valuation methodologies, subjective assumptions, and the variety of equity instruments that can impact a company’s non-cash expenses, we believe that providing non-GAAP financial measures that exclude stock-based compensation expense allows for meaningful comparisons between its operating results from period to period. The expense related to amortization of acquired intangible assets is dependent upon estimates and assumptions, which can vary significantly and are unique to each asset acquired; therefore, Procore believes non-GAAP measures that adjust for the amortization of acquired intangible assets provide investors a consistent basis for comparison across accounting periods. The amount of employer payroll tax-related items on employee stock transactions is dependent on restricted stock unit settlements, option exercises, related stock price, and other factors that are beyond Procore’s control and that do not correlate to the operation of the business. When evaluating the performance of its business and making operating plans, Procore does not consider these items (for example, when considering the impact of equity award grants, the company places a greater emphasis on overall stockholder dilution than the accounting charges associated with such grants). Since the amount of employer payroll tax-related items on employee stock transactions is highly variable due to factors outside our control, and unrelated to Procore’s core operations, operating results, revenue-generating activities, business strategy, industry, or regulatory environment, management does not consider employer payroll tax on employee stock transactions in the evaluation of the business or in making operating plans. Accordingly, Procore believes this adjustment in arriving at our non-GAAP measures provides investors with a better understanding of the performance of its core business in a manner that is consistent with management’s view of the business. Acquisition-related expenses include external and incremental transaction costs, such as legal and due diligence costs and retention payments. These expenses are unpredictable and generally would not have otherwise been incurred in the periods presented as part of our continuing operations. In addition, the size and complexity of an acquisition, which often drives the magnitude of acquisition-related expenses, may not be indicative of such future costs. Procore believes that excluding acquisition-related expenses facilitates the comparison of its financial results to its historical operating results and to other companies in its industry. Overall, Procore believes it is useful to exclude these expenses in order to better understand the long-term performance of its core business and to facilitate comparison of its results period-over-period and to those of peer companies. All of these non-GAAP financial measures are important tools for financial and operational decision-making and for evaluating Procore's own operating results over different periods of time.
Non-GAAP financial measures may not provide information that is directly comparable to information provided by other companies in Procore's industry, as other companies in the industry may calculate non-GAAP financial measures differently. In addition, there are limitations in using non-GAAP financial measures because non-GAAP financial measures are not prepared in accordance with GAAP, may be different from non-GAAP financial measures used by other companies, and exclude expenses that may have a material impact on Procore's reported financial results. Unlike stock-based compensation expense, employer payroll tax related to employee stock transactions is a cash expense that we will continue to incur in the future.The presentation of non-GAAP financial information is not meant to be considered in isolation or as a substitute for the directly comparable


financial measures prepared in accordance with GAAP. Investors should review the reconciliation of non-GAAP financial measures to the comparable GAAP financial measures included below, and not rely on any single financial measure to evaluate Procore's business.
Free Cash Flow: Procore defines free cash flow as net cash provided by operating activities, less purchases of property and equipment and capitalized software development costs. Procore believes free cash flow is an important liquidity measure of the cash (if any) that is available, after our operating activities and capital expenditures. Procore uses free cash flow in conjunction with traditional GAAP measures to assess its liquidity and evaluate the effectiveness of its business strategies. Once Procore’s business needs and obligations are met, cash can be used to maintain a strong balance sheet, invest in future growth, and execute our stock repurchase program.
Other Metrics
Customer Count: The aforementioned customer count excludes customers acquired from business combinations that do not have standard Procore annual contracts.
About Procore
Procore Technologies, Inc. (NYSE: PCOR) creates software for people who build the world. With a focus on providing timely and accurate data for all, Procore transforms the construction industry one project at a time - from hospitals and skyscrapers to airports and stadiums. Beyond its connected, innovative technology, Procore empowers the industry and its communities through Procore.org. For more information, visit www.procore.com.
Media Contact
press@procore.com
Investor Contact
ir@procore.com

Procore Technologies, Inc.
Condensed Consolidated Statements of Operations (unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in thousands, except share and per share amounts)
Revenue$295,885 $247,907 $849,660 $689,969 
Cost of revenue(1)(2)(3)
54,954 44,125 148,778 126,631 
Gross profit240,931 203,782 700,882 563,338 
Operating expenses
Sales and marketing(1)(2)(3)(4)
141,370 129,672 390,286 372,397 
Research and development(1)(2)(3)(4)
80,791 72,708 223,698 225,960 
General and administrative(1)(3)(4)
55,267 51,753 157,077 143,324 
Total operating expenses277,428 254,133 771,061 741,681 
Loss from operations(36,497)(50,351)(70,179)(178,343)
Interest income5,962 4,721 17,714 14,612 
Interest expense(488)(490)(1,439)(1,477)
Accretion income, net3,816 2,952 10,665 6,615 
Other expense, net466 (486)(26)(1,009)
Loss before (benefit from) provision for income taxes(26,741)(43,654)(43,265)(159,602)
(Benefit from) provision for income taxes(353)193 400 573 
Net loss$(26,388)$(43,847)$(43,665)$(160,175)
Net loss per share attributable to common stockholders, basic and diluted$(0.18)$(0.31)$(0.30)$(1.13)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted148,134,585142,828,406146,854,541141,249,446




(1)Includes stock-based compensation expense and amortization of capitalized stock-based compensation as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in thousands)
Cost of revenue$4,188 $2,981 $11,056 $8,357 
Sales and marketing14,034 14,390 42,725 41,964 
Research and development18,321 16,350 49,684 52,401 
General and administrative13,912 12,253 39,602 32,637 
Total stock-based compensation expense*$50,455 $45,974 $143,067 $135,359 
*Includes amortization of capitalized stock-based compensation of $2.3 million and $1.2 million, respectively, for the three months ended September 30, 2024 and 2023; and $5.5 million and $3.1 million, respectively, for the nine months ended September 30, 2024 and 2023; which was initially capitalized as capitalized software and cloud-computing arrangement implementation costs.
(2)Includes amortization of acquired intangible assets as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in thousands)
Cost of revenue$6,698 $5,506 $18,739 $16,492 
Sales and marketing3,224 3,106 9,475 9,319 
Research and development668 678 2,008 2,087 
Total amortization of acquired intangible assets$10,590 $9,290 $30,222 $27,898 
(3)Includes employer payroll tax on employee stock transactions as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in thousands)
Cost of revenue$113 $133 $485 $439 
Sales and marketing815 766 2,867 2,383 
Research and development521 638 3,089 2,885 
General and administrative281 501 1,820 1,636 
Total employer payroll tax on employee stock transactions$1,730 $2,038 $8,261 $7,343 


(4)Includes acquisition-related expenses as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in thousands)
Sales and marketing$— $548 $1,448 $2,002 
Research and development— 136 — 6,324 
General and administrative51 19 614 19 
Total acquisition-related expenses$51 $703 $2,062 $8,345 

Procore Technologies, Inc.
Condensed Consolidated Balance Sheets (unaudited)

September 30,
2024		December 31,
2023
(in thousands)
Assets
Current assets
Cash and cash equivalents$439,298 $357,790 
Marketable securities, current317,650 320,161 
Accounts receivable, net173,386 206,644 
Contract cost asset, current32,150 28,718 
Prepaid expenses and other current assets54,248 42,421 
Total current assets1,016,732 955,734 
Marketable securities, non-current52,283 — 
Capitalized software development costs, net102,449 83,045 
Property and equipment, net35,952 36,258 
Right of use assets - finance leases32,391 34,375 
Right of use assets - operating leases32,676 44,141 
Contract cost asset, non-current44,593 44,564 
Intangible assets, net131,754 137,546 
Goodwill550,221 539,354 
Other assets19,686 18,551 
Total assets$2,018,737 $1,893,568 
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable$25,006 $13,177 
Accrued expenses91,227 100,075 
Deferred revenue, current501,599 501,903 
Other current liabilities31,187 27,275 
Total current liabilities649,019 642,430 
Deferred revenue, non-current4,822 7,692 
Finance lease liabilities, non-current41,853 43,581 
Operating lease liabilities, non-current32,070 37,923 
Other liabilities, non-current5,324 6,332 
Total liabilities733,088 737,958 
Stockholders’ equity
Common stock15 15 
Additional paid-in capital2,468,450 2,295,807 
Accumulated other comprehensive loss(314)(1,375)
Accumulated deficit(1,182,502)(1,138,837)
Total stockholders’ equity1,285,649 1,155,610 
Total liabilities and stockholders’ equity$2,018,737 $1,893,568 


Remaining performance obligation:
The following table presents our current and non-current RPO at the end of each period:

September 30,Change
20242023DollarPercent
(dollars in thousands)
Remaining performance obligations
Current$738,856 $635,000 $103,856 16 %
Non-current334,560 255,381 79,179 31 %
Total remaining performance obligations$1,073,416 $890,381 $183,035 21 %

Procore Technologies, Inc.
Condensed Consolidated Statements of Cash Flows (unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in thousands)
Operating activities
Net loss$(26,388)$(43,847)$(43,665)$(160,175)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Stock-based compensation48,175 44,809 137,532 132,234 
Depreciation and amortization24,233 17,733 65,127 51,943 
Accretion of discounts on marketable debt securities, net(3,382)(2,953)(10,131)(6,615)
Abandonment of long-lived assets238 277 818 812 
Noncash operating lease expense2,913 2,700 7,906 7,932 
Unrealized foreign currency loss, net(419)182 295 739 
Deferred income taxes2 2 4 7 
Provision for credit losses243 3,152 648 6,882 
Decrease (increase) in fair value of strategic investments184 149 (457)155 
Changes in operating assets and liabilities, net of effect of asset acquisitions and business combinations
Accounts receivable(14,698)(20,433)34,296 3,144 
Deferred contract cost assets(1,128)(1,469)(3,217)(5,099)
Prepaid expenses and other assets(11,931)(3,579)(12,121)(1,878)
Accounts payable(2,250)1,109 11,029 2,258 
Accrued expenses and other liabilities21,972 29,135 (8,475)(1,975)
Deferred revenue4,609 9,498 (6,268)29,080 
Operating lease liabilities(3,097)(2,791)(6,205)(8,172)
Net cash provided by (used in) operating activities39,276 33,674 167,116 51,272 
Investing activities
Purchases of property and equipment(3,547)(3,379)(7,510)(8,073)
Capitalized software development costs(12,721)(7,836)(32,453)(25,187)
Purchases of strategic investments(845)(84)(1,917)(526)
Purchases of marketable securities(86,245)(80,000)(410,619)(309,282)
Maturities of marketable securities145,619 64,894 371,718 287,620 
Sales of marketable securities— — — 5,452 
Originations of materials financing— (6,578)— (23,585)
Customer repayments of materials financing88 8,057 1,571 21,053 
Acquisition of a business, net of cash acquired— — (25,945)— 
Asset acquisitions, net of cash acquired— (6,011)(3,792)(6,011)
Net cash used in investing activities42,349 (30,937)(108,947)(58,539)
Financing activities
Proceeds from stock option exercises2,456 4,155 12,371 15,094 
Proceeds from employee stock purchase plan— — 13,187 13,006 
Payment of deferred business combination consideration(1,470)— (1,470)— 
Payment of deferred asset acquisition consideration(81)— (81)— 
Principal payments under finance lease agreements, net of proceeds from lease incentives(900)(520)(1,569)(1,450)
Net cash provided by financing activities5 3,635 22,438 26,650 
Net increase in cash and cash equivalents81,630 6,372 80,607 19,383 
Effect of exchange rate changes on cash1,429 (572)901 (881)
Cash and cash equivalents, beginning of period356,239 312,518 357,790 299,816 
Cash and cash equivalents, end of period$439,298 $318,318 $439,298 $318,318 

Procore Technologies, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures (unaudited)

Reconciliation of gross profit and gross margin to non-GAAP gross profit and non-GAAP gross margin:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(dollars in thousands)
Revenue$295,885 $247,907 $849,660 $689,969 
Gross profit240,931 203,782 700,882 563,338 
Stock-based compensation expense4,188 2,981 11,056 8,357 
Amortization of acquired technology intangible assets6,698 5,506 18,739 16,492 
Employer payroll tax on employee stock transactions113 133 485 439 
Non-GAAP gross profit$251,930 $212,402 $731,162 $588,626 
Gross margin81 %82 %82 %82 %
Non-GAAP gross margin85 %86 %86 %85 %


Reconciliation of operating expenses to non-GAAP operating expenses:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(dollars in thousands)
Revenue$295,885 $247,907 $849,660 $689,969 
GAAP sales and marketing141,370 129,672 390,286 372,397 
Stock-based compensation expense(14,034)(14,390)(42,725)(41,964)
Amortization of acquired intangible assets(3,224)(3,106)(9,475)(9,319)
Employer payroll tax on employee stock transactions(815)(766)(2,867)(2,383)
Acquisition-related expenses— (548)(1,448)(2,002)
Non-GAAP sales and marketing$123,297 $110,862 $333,771 $316,729 
GAAP sales and marketing as a percentage of revenue48 %52 %46 %54 %
Non-GAAP sales and marketing as a percentage of revenue42 %45 %39 %46 %
GAAP research and development$80,791 $72,708 $223,698 $225,960 
Stock-based compensation expense(18,321)(16,350)(49,684)(52,401)
Amortization of acquired intangible assets(668)(678)(2,008)(2,087)
Employer payroll tax on employee stock transactions(521)(638)(3,089)(2,885)
Acquisition-related expenses— (136)— (6,324)
Non-GAAP research and development$61,281 $54,906 $168,917 $162,263 
GAAP research and development as a percentage of revenue27 %29 %26 %33 %
Non-GAAP research and development as a percentage of revenue21 %22 %20 %24 %
GAAP general and administrative$55,267 $51,753 $157,077 $143,324 
Stock-based compensation expense(13,912)(12,253)(39,602)(32,637)
Employer payroll tax on employee stock transactions(281)(501)(1,820)(1,636)
Acquisition-related expenses(51)(19)(614)(19)
Non-GAAP general and administrative$41,023 $38,980 $115,041 $109,032 
GAAP general and administrative as a percentage of revenue19 %21 %18 %21 %
Non-GAAP general and administrative as a percentage of revenue14 %16 %14 %16 %


Reconciliation of loss from operations and operating margin to non-GAAP income (loss) from operations and non-GAAP operating margin:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(dollars in thousands)
Revenue$295,885 $247,907 $849,660 $689,969 
Loss from operations(36,497)(50,351)(70,179)(178,343)
Stock-based compensation expense50,455 45,974 143,067 135,359 
Amortization of acquired intangible assets10,590 9,290 30,222 27,898 
Employer payroll tax on employee stock transactions1,730 2,038 8,261 7,343 
Acquisition-related expenses51 703 2,062 8,345 
Non-GAAP income from operations$26,329 $7,654 $113,433 $602 
Operating margin(12 %)(20 %)(8 %)(26 %)
Non-GAAP operating margin9 %3 %13 %0 %


Reconciliation of net loss and net loss per share to non-GAAP net income and non-GAAP net income per share:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in thousands, except share and per share amounts)
Revenue$295,885 $247,907 $849,660 $689,969 
Net loss(26,388)(43,847)(43,665)(160,175)
Stock-based compensation expense50,455 45,974 143,067 135,359 
Amortization of acquired intangible assets10,590 9,290 30,222 27,898 
Employer payroll tax on employee stock transactions1,730 2,038 8,261 7,343 
Acquisition-related expenses51 703 2,062 8,345 
Non-GAAP net income$36,438 $14,158 $139,947 $18,770 
Numerator:
Non-GAAP net income$36,438 $14,158 $139,947 $18,770 
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic148,134,585142,828,406146,854,541141,249,446
Effect of dilutive securities: Employee stock awards3,693,7926,285,7675,029,2456,672,063
Weighted-average shares used in computing net income per share attributable to common stockholders, diluted151,828,377149,114,173151,883,786147,921,509
GAAP net loss per share, basic$(0.18)$(0.31)$(0.30)$(1.13)
GAAP net loss per share, diluted$(0.18)$(0.31)$(0.30)$(1.13)
Non-GAAP net income per share, basic$0.25 $0.10 $0.95 $0.13 
Non-GAAP net income per share, diluted$0.24 $0.09 $0.92 $0.13 
Computation of free cash flow:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(in thousands)
Net cash provided by operating activities$39,276 $33,674 $167,116 $51,272 
Purchases of property, plant, and equipment(3,547)(3,379)(7,510)(8,073)
Capitalized software development costs(12,721)(7,836)(32,453)(25,187)
Non-GAAP free cash flow$23,008 $22,459 $127,153 $18,012 

v3.24.3
Cover
Oct. 30, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 30, 2024
Entity Registrant Name Procore Technologies, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-40396
Entity Tax Identification Number 73-1636261
Entity Address, Address Line One 6309 Carpinteria Avenue
Entity Address, City or Town Carpinteria
Entity Address, State or Province CA
Entity Address, Postal Zip Code 93013
City Area Code (866)
Local Phone Number 477-6267
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, $0.0001 par value
Trading Symbol PCOR
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001611052
Procore Technologies (NYSE:PCOR)
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