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United States securities and exchange commission logo
March 21, 2024
Jarrod Yahes
Chief Financial Officer
Shutterstock, Inc.
350 Fifth Avenue, 20th Floor
New York, NY 10118
Re: Shutterstock, Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2023
Filed February 26,
2024
File No. 001-35669
Dear Jarrod Yahes:
We have limited our review of your filing to the financial
statements and related
disclosures 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.
Form 10-K for the Fiscal Year Ended December 31, 2023
Management s Discussion and Analysis of Financial Condition and
Results of Operations
Non-GAAP Financial Measures, page 56
1. We note your disclosure
of "Adjusted EBITDA margin" and "Adjusted net income per
diluted common share."
With respect to the presentation of your non-GAAP measures,
please present with
equal or greater prominence the most directly comparable financial
measure calculated and
presented in accordance with GAAP. Refer to Item 10(e)(1)(i)(A)
of Regulation S-K.
2. We note you include
adjustments in your calculation of free cash flow that are not typical
of similarly titled
measures. Please revise the description of this measure to reflect this
circumstance, e.g.
"adjusted" free cash flow or some similarly modified title. Refer to
Questions 100.05 and
102.07 of the Division's non-GAAP C&DIs.
Jarrod Yahes
Shutterstock, Inc.
March 21, 2024
Page 2
Revenue Recognition, page F-13
3. We note on page F-39 the Company enters into contractual arrangements
under which it
agrees to provide indemnification of varying scope and terms to
customers. While the
standard maximum aggregate obligation and liability to any one
customer for all claims is
generally limited to ten thousand dollars, the Company offers certain
customers greater
levels of indemnification, including unlimited indemnification. In
light of the apparent
separately negotiated terms of customer indemnifications, please
explain to us your
consideration of accounting for customer indemnifications as separate
performance
obligations in accordance with ASC 606-10-55-31.
Note (3) Acquisitions, page F-19
4. We note as part of the Giphy acquisition the Company will provide Meta
with Giphy
content for a period of two years. The Company allocated and deferred
$30 million to this
agreement, which will be recognized as revenue as services are
provided. Please explain
to us the facts and circumstances of this arrangement including
identification of the party
who initiated it. With a view towards clarifying disclosure, please
explain to us your
accounting for the arrangement including how the $30 million was
determined, how and
where it was recorded in your financial statements, and your
accounting for subsequent
revenue recognition. Also, specifically disclose if you anticipate
receiving any cash
payments from Meta in exchange for the Giphy content services.
Note (16) Commitments and Contingencies
Customer Indemnifications, page F-39
5. Please clarify in your disclosure if the recording of no liabilities
relating to
indemnification for loss contingencies is a result of no
indemnification claims or a result
of the adequacy of the insurance coverage in place to cover
indemnification loss
obligations. If applicable, please quantify the total amount of
possible indemnification
losses pursuant to ASC 450-20-50-4.
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.
Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage
at 202-551-
3361 with any questions.
FirstName LastNameJarrod Yahes Sincerely,
Comapany NameShutterstock, Inc.
Division of
Corporation Finance
March 21, 2024 Page 2 Office of
Technology
FirstName LastName