March 20, 2019
Benjamin Silbermann
Chief Executive Officer
Pinterest, Inc.
505 Brannan Street
San Francisco, CA 94107
Re: Pinterest, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted March 6, 2019
CIK: 0001506293
Dear Mr. Silbermann:
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.
Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted March 6,
2019
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Metrics, page 64
1. You added disclosure in the risk factors that you restated your active
user data for periods
from the fourth quarter of 2016 to the first quarter of 2018 but were
unable to restate your
user data for periods prior to the fourth quarter of 2016. Given that
you present active
user data for the first three quarters of 2016, which are calculated
using your prior
methodology, please disclose this prior methodology in the filing.
Results of Operations, page 71
2. We note your response to prior comment 6. Your discussion and analysis
should provide
Benjamin Silbermann
FirstName LastNameBenjamin Silbermann
Pinterest, Inc.
Comapany2019
March 20, NamePinterest, Inc.
March 20, 2019 Page 2
Page 2
FirstName LastName
insight into the extent to which historical financial information is
indicative of future
results. In order to provide further context to the nature of your
historical growth in light
of the early stage of your monetization efforts, please quantify how
both the number of
advertisements placed by new advertisers and the increased number of
advertisements
from existing advertisers have impacted the change in revenue. Refer
to Item
303(a)(3)(iii) of Regulation S-K and Sections III.A and III.D of SEC
Release No. 33-
6835.
3. You indicate that your analysis relates to the amount of revenue based
on the geographic
location of your users. However, it appears that the geographic
revenue you disclose
correlates to the amount disaggregated based on your customers'
billing addresses. Please
revise to discuss the changes in geographic revenue derived from the
location of your
users.
Unaudited Quarterly Results of Operations Data, page 73
4. Please ensure that your discussion of historical share-based
compensation expense and net
income (loss) throughout your filing is balanced with a discussion of
the substantial share-
based compensation expense you will incur in the future, in addition
to the cumulative
share-based compensation expense that will be recognized upon an
Initial Event. Clearly
indicate that your results of operations subsequent to the completion
of the Initial Event
will be significantly impacted by the recognition of share-based
compensation with
respect to the vesting of unvested RSUs as well as any newly issued
RSUs. In this regard,
revise the footnotes to Summary Consolidated Financial Information and
Other Data,
Selected Consolidated Financial Information, and Unaudited Quarterly
Results of
Operations Data related to the amount of share-based compensation
expense included in
historical costs and expenses. Indicate that future share-based
compensation expense will
affect your ability to achieve future profitability.
Description of Capital Stock, page 149
5. Please revise to provide a more detailed description of the material
voting rights of the
Class A common stockholders. For example, disclose the circumstances
under which the
Class A common stockholders are entitled to a separate class vote
under Delaware law or
under your amended and restated certificate of incorporation.
Consolidated Statements of Cash Flows
Supplemental Cash Flow Disclosures, page F-8
6. We note that your schedule of non-cash investing and financing
activities includes the net
decrease in accrued property and equipment additions for the year
ended December 31,
2018, which would appear to be a cash outflow. Please revise to
clearly identify only
those transactions that do not result in cash receipts or cash
payments. Refer to ASC 230-
10-50-3.
Benjamin Silbermann
Pinterest, Inc.
March 20, 2019
Page 3
Notes to Consolidated Financial Statements
Note 15. Subsequent Events, page F-33
7. Please revise to disclose an estimate of the financial effects of the
subsequent events. For
example, you should indicate the grant date fair value of the restricted
stock units granted
after January 1, 2019, as well as the related impact on share-based
compensation expense.
In addition, disclose the expected effect on the balance sheet upon
commencement of the
lease related to the agreement entered into in March 2019. Refer to ASC
855-10-50-2(b).
General
8. We note your response to prior comment 8 but continue to believe that
consents should be
filed for each of the commissioned studies by Comscore, Talk Shoppe,
Oracle, Analytics
Partners, and Millward Brown to the extent that these studies were
prepared for use in
connection with the registration statement. For guidance, please refer to
Question 141.02
of the Securities Act Sections Compliance and Disclosure Interpretations.
You may contact Melissa Walsh, Staff Accountant, at (202) 551-3224 or
Stephen Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have
questions
regarding comments on the financial statements and related matters. Please
contact Jeff Kauten,
Staff Attorney, at (202) 551-3447 or Jan Woo, Legal Branch Chief, at (202)
551-3453 with any
other questions.
Sincerely,
FirstName LastNameBenjamin Silbermann Division of
Corporation Finance
Office of
Information Technologies
Comapany NamePinterest, Inc.
and Services
March 20, 2019 Page 3
cc: Pamela L. Marcogliese, Esq.
FirstName LastName