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United States securities and exchange commission logo
June 24, 2020
Jarrod Yahes
Chief Financial Officer
Shutterstock, Inc.
350 Fifth Avenue, 21st Floor
New York , NY 10118
Re: Shutterstock, Inc.
Form 10-K for
Fiscal Year Ended December 31, 2019
Filed February 13,
2020
File No. 001-35669
Dear Mr. Yahes:
We have limited our review of your filing to the financial
statements and related
disclosures 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 these comments 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 our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2019
Note 1. Summary of Operations and Significant Accounting Policies
Revenue Recognition , page F-12
1. We note that it is your
policy to estimate expected unused licenses for subscription-based
products and recognize
the revenue associated with unused licenses throughout the
subscription period.
With a view towards clarifying disclosure, please explain to us the
pattern of revenue
recognition for the breakage amount and tell us how this results in
revenue being
recognized in proportion to the pattern of exercised rights. Also tell us how
you determine the value
of the unused licenses and whether or not this value
determination impacts
the amount of royalties paid to content contributors.
Equity-Based Compensation, page F-14
2. Please explain to us
why you believe it is appropriate to continue to use the simplified
Jarrod Yahes
Shutterstock, Inc.
June 24, 2020
Page 2
method to estimate the expected term of your option awards. Please
also tell us when you
expect sufficient historical information to be available in order to
determine the expected
life assumptions. Refer to SAB Topic 14:D.2.
Note 6. Goodwill and Intangible Assets, page F-20
3. We note your goodwill balance was previously allocated to four
reporting units: Bigstock,
Editorial, Images and Music. Please explain in greater detail the
specific changes in the
Company's reporting structure and "the way management monitors the
business, as well
as key milestones achieved in the continued integration of the
Company's operations and
technology platform," which resulted in management's determination it
had one reporting
unit rather than four. In particular, your response should focus on
the significant
operating processes prior to and after your restructuring. Please also
address paragraphs
33 to 46 of ASC 350-20-35 in explaining how you concluded that you
only have one
reporting unit for goodwill impairment purposes.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Joseph Cascarano, Senior Staff Accountant, at (202)
551-3376
or Robert S. Littlepage, Accountant Branch Chief, at (202) 551-3361 with any
questions.
FirstName LastNameJarrod Yahes Sincerely,
Comapany NameShutterstock, Inc.
Division of
Corporation Finance
June 24, 2020 Page 2 Office of
Technology
FirstName LastName