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Delaware
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80-0812659
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Class
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Outstanding at November 4, 2015
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Common Stock, $0.01 par value per share
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36,082,717
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Page No.
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Certifications
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||||||
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September 30,
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December 31,
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2015
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2014
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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229,607
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$
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233,453
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Short-term investments
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52,491
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54,844
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Credit card receivables
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3,941
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2,451
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Accounts receivable, net
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25,631
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15,251
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Prepaid expenses and other current assets
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12,355
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12,141
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Deferred tax assets, net
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6,213
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5,390
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Total current assets
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330,238
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323,530
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Property and equipment, net
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29,877
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26,744
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Intangible assets, net
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30,818
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4,934
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Goodwill
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52,170
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10,186
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Deferred tax assets, net
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19,991
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16,484
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Other assets
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1,913
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1,899
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Total assets
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$
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465,007
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$
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383,777
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LIABILITIES AND STOCKHOLDERS
’
EQUITY
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Current liabilities:
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||||
Accounts payable
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$
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9,045
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$
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5,334
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Accrued expenses
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27,962
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24,982
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Contributor royalties payable
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17,614
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11,933
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Income taxes payable
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993
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91
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Deferred revenue
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94,314
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75,789
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Other liabilities
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4,920
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2,198
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Total current liabilities
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154,848
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120,327
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Deferred tax liability, net
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4,025
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—
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Other non-current liabilities
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13,234
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12,017
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Total liabilities
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172,107
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132,344
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Commitments and contingencies (Note 8)
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Stockholders’ equity:
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Common stock, $0.01 par value; 200,000 shares authorized; 36,076 and 35,603 shares outstanding as of September 30, 2015 and December 31, 2014, respectively
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360
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356
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Additional paid-in capital
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206,811
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174,821
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Accumulated comprehensive loss
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(3,839
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)
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(629
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)
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Retained earnings
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89,568
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76,885
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Total stockholders’ equity
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292,900
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251,433
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Total liabilities and stockholders’ equity
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$
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465,007
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$
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383,777
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Three Months Ended
September 30, |
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Nine Months Ended
September 30, |
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2015
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2014
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2015
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2014
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Revenue
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$
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107,260
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$
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83,730
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$
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309,147
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$
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236,745
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Operating expenses:
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Cost of revenue
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44,512
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33,260
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126,582
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94,419
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Sales and marketing
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27,393
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21,122
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79,927
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60,890
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Product development
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10,827
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9,870
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31,700
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26,922
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General and administrative
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16,441
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10,265
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44,949
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27,816
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Total operating expenses
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99,173
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74,517
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283,158
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210,047
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Income from operations
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8,087
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9,213
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25,989
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26,698
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Other expense, net
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(767
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)
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(373
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)
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(3,386
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)
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(327
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)
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Income before income taxes
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7,320
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8,840
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22,603
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26,371
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Provision for income taxes
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3,217
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3,562
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9,920
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11,315
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Net income
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$
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4,103
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$
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5,278
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$
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12,683
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$
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15,056
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Less:
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||||||||
Undistributed earnings to participating stockholder
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—
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9
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2
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30
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Net income available to common stockholders
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$
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4,103
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$
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5,269
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$
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12,681
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$
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15,026
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Net income per share available to common stockholders:
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||||||||
Basic
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$
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0.11
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$
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0.15
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$
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0.35
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$
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0.43
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Diluted
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$
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0.11
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$
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0.15
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$
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0.35
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$
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0.42
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Weighted average shares outstanding:
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Basic
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36,039,907
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35,304,066
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35,847,748
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35,161,644
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||||
Diluted
|
36,270,044
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35,931,454
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|
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36,269,067
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|
|
35,883,202
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Three Months Ended
September 30, |
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Nine Months Ended
September 30, |
||||||||||||
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2015
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2014
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2015
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2014
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||||||||
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||||||||
Net income
|
$
|
4,103
|
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$
|
5,278
|
|
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$
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12,683
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$
|
15,056
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Foreign currency translation loss
|
(3,620
|
)
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(117
|
)
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(3,240
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)
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(105
|
)
|
||||
Unrealized gain on investments
|
13
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|
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2
|
|
|
30
|
|
|
24
|
|
||||
Other comprehensive loss
|
(3,607
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)
|
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(115
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)
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(3,210
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)
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(81
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)
|
||||
Comprehensive income
|
$
|
496
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|
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$
|
5,163
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$
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9,473
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$
|
14,975
|
|
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Nine Months Ended
September 30, |
||||||
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2015
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2014
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||||
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CASH FLOWS FROM OPERATING ACTIVITIES
|
|
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Net income
|
$
|
12,683
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$
|
15,056
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Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
10,363
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|
|
5,757
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|
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Write-off of property and equipment
|
—
|
|
|
367
|
|
||
Deferred taxes
|
(4,587
|
)
|
|
(4,181
|
)
|
||
Non-cash equity-based compensation
|
22,771
|
|
|
15,728
|
|
||
Change in fair value of contingent consideration
|
1,440
|
|
|
110
|
|
||
Tax benefit from exercise/vesting of equity awards, net
|
(1,741
|
)
|
|
(10,224
|
)
|
||
Bad debt reserve
|
1,165
|
|
|
516
|
|
||
Chargeback and sales refund reserves
|
(215
|
)
|
|
170
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Credit card receivables
|
(1,501
|
)
|
|
(1,704
|
)
|
||
Accounts receivable
|
(8,574
|
)
|
|
(7,374
|
)
|
||
Prepaid expenses and other current and non-current assets
|
1,521
|
|
|
15,574
|
|
||
Accounts payable and other current and non-current liabilities
|
3,680
|
|
|
7,978
|
|
||
Contributor royalties payable
|
2,589
|
|
|
3,059
|
|
||
Income taxes payable
|
1,365
|
|
|
—
|
|
||
Deferred revenue
|
18,490
|
|
|
18,667
|
|
||
Net cash provided by operating activities
|
$
|
59,449
|
|
|
$
|
59,499
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Capital expenditures
|
(9,873
|
)
|
|
(16,334
|
)
|
||
Purchase of investments
|
(203,469
|
)
|
|
(214,506
|
)
|
||
Sale and maturities of investments
|
205,851
|
|
|
219,239
|
|
||
Acquisition of business
|
(62,379
|
)
|
|
(10,056
|
)
|
||
Acquisition of digital content
|
(2,192
|
)
|
|
(331
|
)
|
||
Security deposit receipt
|
93
|
|
|
145
|
|
||
Net cash used in investing activities
|
$
|
(71,969
|
)
|
|
$
|
(21,843
|
)
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Proceeds from exercise of stock options
|
6,881
|
|
|
6,673
|
|
||
Proceeds from issuance of common stock under Employee Stock Purchase Plan
|
1,052
|
|
|
945
|
|
||
Tax benefit from exercise/vesting of equity awards, net
|
1,741
|
|
|
10,224
|
|
||
Net cash provided by financing activities
|
$
|
9,674
|
|
|
$
|
17,842
|
|
Effect of foreign exchange rate changes on cash
|
(1,000
|
)
|
|
(93
|
)
|
||
Net increase in cash and cash equivalents
|
(3,846
|
)
|
|
55,405
|
|
||
Cash and cash equivalents, beginning of period
|
233,453
|
|
|
155,355
|
|
||
Cash and cash equivalents, end of period
|
$
|
229,607
|
|
|
$
|
210,760
|
|
|
|
|
|
||||
Supplemental Disclosure of Cash Information:
|
|
|
|
||||
Cash paid for income taxes
|
$
|
11,737
|
|
|
$
|
235
|
|
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
|
|
|
|
||||
Capital expenditures in accounts payable and other liabilities
|
$
|
—
|
|
|
$
|
4,436
|
|
Assets:
|
|
|
|
Other assets
|
$
|
963
|
|
Fixed assets
|
205
|
|
|
Intangible Assets:
|
|
|
|
Customer relationships
|
3,000
|
|
|
Trade name
|
1,400
|
|
|
Music catalog
|
584
|
|
|
Developed technology
|
178
|
|
|
Goodwill
|
29,849
|
|
|
Deferred tax asset
|
229
|
|
|
Total assets acquired
|
$
|
36,408
|
|
Liabilities:
|
|
|
|
Contributor payable
|
$
|
(896
|
)
|
Accrued expenses
|
(44
|
)
|
|
Deferred revenue
|
(23
|
)
|
|
Total liabilities assumed
|
$
|
(963
|
)
|
Total
|
$
|
35,445
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenue
|
$
|
107,260
|
|
|
$
|
89,971
|
|
|
$
|
310,419
|
|
|
$
|
254,690
|
|
Net income
|
$
|
4,103
|
|
|
$
|
5,041
|
|
|
$
|
12,687
|
|
|
$
|
15,197
|
|
Assets:
|
|
|
|
Other assets
|
$
|
836
|
|
Intangible assets:
|
|
|
|
Trade name
|
500
|
|
|
Customer relationships
|
2,800
|
|
|
Developed technology
|
600
|
|
|
Goodwill
|
8,763
|
|
|
Total assets acquired
|
$
|
13,499
|
|
Total liabilities assumed
|
(1,083
|
)
|
|
Total
|
$
|
12,416
|
|
•
|
Fair Value of Common Membership Unit.
Prior to completion of the IPO, the Company’s fair value of common ownership interest was estimated internally and approved by the Board of Managers (“BOM”) because the Company was not publicly traded. The Company’s intention upon granting VAR Plan awards was for the granted award to have an exercisable price per unit that was not less than the per unit fair value of the Company’s common equity on the date of grant. The valuations of the Company’s common equity unit were prepared in accordance with the American Institute of Certified Public Accountants Statement on Standards for Valuation Services 1:
Valuation of a Business, Business Ownership Interest, Security, or Intangible Asset
. The assumptions used in the valuation model were based on future expectations combined with the Company’s judgment. In the absence of a public trading market, the Company exercised significant judgment and considered numerous objective and subjective factors to determine the fair value of the common equity unit as of the date of each VAR Plan award grant. Some but not all of these factors included operating and financial performance, current business conditions and projections, the hiring of key personnel,
|
•
|
Expected Term.
The expected term is estimated using the simplified method allowed under SEC guidance.
|
•
|
Volatility.
As the Company does not have a trading history for its common ownership interest pre-IPO, the expected price volatility for the common ownership interest and common stock was estimated by taking the average historic price volatility for industry peers based on daily price observations over a period equivalent to the expected term of the VAR Plan awards and stock options granted post-IPO. Industry peers consist of several public companies similar in size, stage of life cycle and financial leverage. The Company did not rely on implied volatilities of traded options in the industry peers’ common stock because the volume of activity was relatively low. The Company intends to continue to consistently apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of the Company’s own common stock becomes available, or unless circumstances change such that the identified companies are no longer similar to the Company, in which case, more suitable companies whose share prices are publicly available would be utilized in the calculation.
|
•
|
Risk-free Interest Rate.
The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected term of each award group.
|
•
|
Dividend Yield.
Prior to October 5, 2012, the date on which the Company reorganized from Shutterstock Images LLC, a New York limited liability company (the “LLC”), to Shutterstock, Inc., a Delaware corporation (the “Reorganization”), the Company had historically paid cash dividends or distributions to its members. Following the Reorganization, the Company has not paid cash distributions to its stockholders and it does not intend to do so for the foreseeable future. As a result, the Company used an expected dividend yield of
zero
.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
|
|
|
||||
Basic
|
36,039,907
|
|
|
35,304,066
|
|
|
35,847,748
|
|
|
35,161,644
|
|
Stock options and employee stock purchase plan shares
|
230,137
|
|
|
552,282
|
|
|
337,018
|
|
|
627,845
|
|
Unvested restricted stock awards and RSUs
|
—
|
|
|
75,106
|
|
|
84,301
|
|
|
93,713
|
|
Diluted
|
36,270,044
|
|
|
35,931,454
|
|
|
36,269,067
|
|
|
35,883,202
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||
Dilutive securities included in the calculation
|
681,292
|
|
|
2,136,637
|
|
|
1,538,384
|
|
|
2,161,146
|
|
Anti-dilutive securities excluded from the calculation
|
1,793,106
|
|
|
617,250
|
|
|
1,056,039
|
|
|
472,977
|
|
|
As of September 30, 2015
|
||||||||||||||
|
Amortized
Cost |
|
Unrealized
Gains |
|
Unrealized
Losses |
|
Estimated
Fair Market Value |
||||||||
Commercial paper
|
$
|
52,493
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
52,491
|
|
Total
|
$
|
52,493
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
52,491
|
|
|
As of December 31, 2014
|
||||||||||||||
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Estimated
Fair Market
Value
|
||||||||
Commercial paper
|
$
|
54,848
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
54,844
|
|
Total
|
$
|
54,848
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
54,844
|
|
|
As of September 30, 2015
|
||||||||||||||
|
Aggregate Fair
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market accounts
|
$
|
83,710
|
|
|
$
|
83,710
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial paper
|
52,491
|
|
|
—
|
|
|
52,491
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
136,201
|
|
|
$
|
83,710
|
|
|
$
|
52,491
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisition related contingent consideration
|
$
|
7,331
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,331
|
|
Total liabilities measured at fair value
|
$
|
7,331
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,331
|
|
|
As of December 31, 2014
|
||||||||||||||
|
Aggregate Fair
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market accounts
|
$
|
81,244
|
|
|
$
|
81,244
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial paper
|
54,844
|
|
|
—
|
|
|
54,844
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
136,088
|
|
|
$
|
81,244
|
|
|
$
|
54,844
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisition related contingent consideration
|
$
|
2,560
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,560
|
|
Total liabilities measured at fair value
|
$
|
2,560
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,560
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
North America
|
$
|
42,153
|
|
|
$
|
32,119
|
|
|
$
|
120,848
|
|
|
$
|
87,896
|
|
Europe
|
35,453
|
|
|
28,240
|
|
|
104,499
|
|
|
83,452
|
|
||||
Rest of the world
|
29,654
|
|
|
23,371
|
|
|
83,800
|
|
|
65,397
|
|
||||
Total revenue
|
$
|
107,260
|
|
|
$
|
83,730
|
|
|
$
|
309,147
|
|
|
$
|
236,745
|
|
|
September 30,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
North America
|
$
|
29,473
|
|
|
$
|
26,651
|
|
Europe
|
404
|
|
|
93
|
|
||
Total long-lived tangible assets
|
$
|
29,877
|
|
|
$
|
26,744
|
|
|
Consolidated
|
|
Content Business
|
|
Other Category
|
||||||
Balance as of December 31, 2014
|
$
|
10,186
|
|
|
$
|
1,423
|
|
|
$
|
8,763
|
|
Goodwill related to acquisitions
|
$
|
44,767
|
|
|
44,767
|
|
|
—
|
|
||
Foreign currency translation adjustment
|
$
|
(2,783
|
)
|
|
(2,783
|
)
|
|
—
|
|
||
Balance as of September 30, 2015
|
$
|
52,170
|
|
|
$
|
43,407
|
|
|
$
|
8,763
|
|
|
As of September 30, 2015
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Contractual
Weighted
Average Life
(Years)
|
||||||
Amortizing intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|||
Customer relationship
|
$
|
19,921
|
|
|
$
|
(2,546
|
)
|
|
$
|
17,375
|
|
|
9
|
Trade name
|
7,261
|
|
|
(952
|
)
|
|
6,309
|
|
|
7
|
|||
Developed technology
|
3,806
|
|
|
(867
|
)
|
|
2,939
|
|
|
4
|
|||
Contributor content
|
4,403
|
|
|
(437
|
)
|
|
3,966
|
|
|
9
|
|||
Patents
|
193
|
|
|
(38
|
)
|
|
155
|
|
|
17
|
|||
Domain name
|
97
|
|
|
(23
|
)
|
|
74
|
|
|
14
|
|||
Total
|
$
|
35,681
|
|
|
$
|
(4,863
|
)
|
|
$
|
30,818
|
|
|
|
|
As of December 31, 2014
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
|
Weighted
Average Life
(Years)
|
||||||
Amortizing intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|||
Customer relationship
|
$
|
3,400
|
|
|
$
|
(921
|
)
|
|
$
|
2,479
|
|
|
6
|
Trade name
|
900
|
|
|
(230
|
)
|
|
670
|
|
|
9
|
|||
Developed technology
|
600
|
|
|
(68
|
)
|
|
532
|
|
|
7
|
|||
Contributor content
|
450
|
|
|
(159
|
)
|
|
291
|
|
|
15
|
|||
Patents
|
193
|
|
|
(30
|
)
|
|
163
|
|
|
17
|
|||
Domain name
|
97
|
|
|
(19
|
)
|
|
78
|
|
|
14
|
|||
Total (1)
|
$
|
5,640
|
|
|
$
|
(1,427
|
)
|
|
$
|
4,213
|
|
|
|
|
September 30,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
Computer equipment and software
|
$
|
32,163
|
|
|
$
|
24,179
|
|
Furniture and fixtures
|
2,851
|
|
|
2,336
|
|
||
Leasehold improvements
|
14,472
|
|
|
13,954
|
|
||
Property and equipment
|
49,486
|
|
|
40,469
|
|
||
Less accumulated depreciation
|
(19,609
|
)
|
|
(13,725
|
)
|
||
Property and equipment, net
|
$
|
29,877
|
|
|
$
|
26,744
|
|
|
September 30,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
Compensation
|
$
|
8,649
|
|
|
$
|
8,312
|
|
Royalty tax withholdings
|
6,699
|
|
|
5,987
|
|
||
Non-income taxes
|
6,107
|
|
|
4,670
|
|
||
Payroll tax withholdings
|
611
|
|
|
478
|
|
||
Professional fees
|
916
|
|
|
1,708
|
|
||
Marketing expenses
|
460
|
|
|
794
|
|
||
Other expenses
|
4,520
|
|
|
3,033
|
|
||
Total accrued expenses
|
$
|
27,962
|
|
|
$
|
24,982
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Cost of revenue
|
$
|
496
|
|
|
$
|
336
|
|
|
$
|
1,444
|
|
|
$
|
953
|
|
Sales and marketing
|
1,364
|
|
|
819
|
|
|
4,110
|
|
|
2,689
|
|
||||
Product development
|
1,743
|
|
|
1,805
|
|
|
5,863
|
|
|
4,529
|
|
||||
General and administrative
|
4,080
|
|
|
3,375
|
|
|
11,354
|
|
|
7,557
|
|
||||
Total
|
$
|
7,683
|
|
|
$
|
6,335
|
|
|
$
|
22,771
|
|
|
$
|
15,728
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Stock options
|
$
|
2,663
|
|
|
$
|
2,197
|
|
|
$
|
6,486
|
|
|
$
|
5,926
|
|
Restricted stock units
|
4,724
|
|
|
3,234
|
|
|
15,244
|
|
|
7,516
|
|
||||
ESPP shares
|
169
|
|
|
225
|
|
|
589
|
|
|
598
|
|
||||
Restricted stock units related to the acquisition of WebDAM
|
127
|
|
|
420
|
|
|
452
|
|
|
911
|
|
||||
Restricted stock awards
|
—
|
|
|
259
|
|
|
—
|
|
|
777
|
|
||||
Total
|
$
|
7,683
|
|
|
$
|
6,335
|
|
|
$
|
22,771
|
|
|
$
|
15,728
|
|
|
Plan
Options
|
|
Weighted Average
Exercise Price
|
|||
Options outstanding at December 31, 2014
|
1,771,440
|
|
|
$
|
41.61
|
|
Options granted
|
1,250
|
|
|
17.00
|
|
|
Options exercised
|
(312,330
|
)
|
|
18.87
|
|
|
Options cancelled or forfeited
|
(105,779
|
)
|
|
43.14
|
|
|
Options outstanding at September 30, 2015
|
1,354,581
|
|
|
$
|
46.71
|
|
|
|
|
|
|||
Vested and exercisable at September 30, 2015
|
541,048
|
|
|
$
|
26.77
|
|
|
September 30,
|
|
December 31,
|
||||
|
2015
|
|
2014
|
||||
Total options outstanding
|
$
|
7,400
|
|
|
$
|
48,700
|
|
Total options exercisable
|
$
|
5,500
|
|
|
$
|
29,800
|
|
Total options vested and expected to vest
|
$
|
7,400
|
|
|
$
|
50,600
|
|
|
Nine Months Ended September 30,
|
||||
|
2015
|
|
2014
|
||
Expected term (in years)
|
2
|
|
|
6.3 - 10
|
|
Volatility
|
48
|
%
|
|
49
|
%
|
Risk-free interest rate
|
0.7
|
%
|
|
2.1% - 2.8%
|
|
Dividend yield
|
—
|
|
|
—
|
|
|
Plan
Options
|
|
Weighted Average
Fair Value
|
|||
Non-vested balance at December 31, 2014
|
652,897
|
|
|
$
|
81.45
|
|
Units granted
|
761,564
|
|
|
57.60
|
|
|
Units vested
|
(177,191
|
)
|
|
78.96
|
|
|
Units cancelled or forfeited
|
(223,710
|
)
|
|
78.02
|
|
|
Non-vested balance at September 30, 2015
|
1,013,560
|
|
|
$
|
64.72
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Foreign currency loss
|
$
|
(244
|
)
|
|
$
|
(323
|
)
|
|
$
|
(1,951
|
)
|
|
$
|
(279
|
)
|
Change in fair value of contingent consideration
|
(540
|
)
|
|
(70
|
)
|
|
(1,440
|
)
|
|
(110
|
)
|
||||
Interest income
|
17
|
|
|
20
|
|
|
5
|
|
|
62
|
|
||||
Total expense
|
$
|
(767
|
)
|
|
$
|
(373
|
)
|
|
$
|
(3,386
|
)
|
|
$
|
(327
|
)
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
|
(in millions,
except revenue per download)
|
|
(in millions,
except revenue per download)
|
||||||||
Paid downloads (during the period)
|
38.1
|
|
|
31.2
|
|
|
107.4
|
|
|
92.4
|
|
Revenue per download (during the period)
(1)
|
$2.76
|
|
$2.65
|
|
$2.83
|
|
$2.54
|
||||
Images in collection (end of period)
|
63.7
|
|
|
42.7
|
|
|
63.7
|
|
|
42.7
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(in thousands)
|
||||||||||||||
Consolidated Statements of Operations:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue
|
$
|
107,260
|
|
|
$
|
83,730
|
|
|
$
|
309,147
|
|
|
$
|
236,745
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of revenue
|
44,512
|
|
|
33,260
|
|
|
126,582
|
|
|
94,419
|
|
||||
Sales and marketing
|
27,393
|
|
|
21,122
|
|
|
79,927
|
|
|
60,890
|
|
||||
Product development
|
10,827
|
|
|
9,870
|
|
|
31,700
|
|
|
26,922
|
|
||||
General and administrative
|
16,441
|
|
|
10,265
|
|
|
44,949
|
|
|
27,816
|
|
||||
Total operating expenses
|
99,173
|
|
|
74,517
|
|
|
283,158
|
|
|
210,047
|
|
||||
Income from operations
|
8,087
|
|
|
9,213
|
|
|
25,989
|
|
|
26,698
|
|
||||
Other expense, net
|
(767
|
)
|
|
(373
|
)
|
|
(3,386
|
)
|
|
(327
|
)
|
||||
Income before income taxes
|
7,320
|
|
|
8,840
|
|
|
22,603
|
|
|
26,371
|
|
||||
Provision for income taxes
|
3,217
|
|
|
3,562
|
|
|
9,920
|
|
|
11,315
|
|
||||
Net income
|
$
|
4,103
|
|
|
$
|
5,278
|
|
|
$
|
12,683
|
|
|
$
|
15,056
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Consolidated Statements of Operations:
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
||||
Cost of revenue
|
41
|
|
|
40
|
|
|
41
|
|
|
40
|
|
Sales and marketing
|
26
|
|
|
25
|
|
|
26
|
|
|
26
|
|
Product development
|
10
|
|
|
12
|
|
|
10
|
|
|
11
|
|
General and administrative
|
15
|
|
|
12
|
|
|
15
|
|
|
12
|
|
Total operating expenses
|
92
|
|
|
89
|
|
|
92
|
|
|
89
|
|
Income from operations
|
8
|
|
|
11
|
|
|
8
|
|
|
11
|
|
Other expense, net
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
Income before income taxes
|
7
|
|
|
11
|
|
|
7
|
|
|
11
|
|
Provision for income taxes
|
3
|
|
|
4
|
|
|
3
|
|
|
5
|
|
Net income
|
4
|
%
|
|
7
|
%
|
|
4
|
%
|
|
6
|
%
|
|
Three Months Ended September 30,
|
|||||||||||||
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|||||||
|
(in thousands)
|
|
|
|||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Revenue
|
$
|
107,260
|
|
|
$
|
83,730
|
|
|
$
|
23,530
|
|
|
28
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|||||
Cost of revenue
|
44,512
|
|
|
33,260
|
|
|
11,252
|
|
|
34
|
|
|||
Sales and marketing
|
27,393
|
|
|
21,122
|
|
|
6,271
|
|
|
30
|
|
|||
Product development
|
10,827
|
|
|
9,870
|
|
|
957
|
|
|
10
|
|
|||
General and administrative
|
16,441
|
|
|
10,265
|
|
|
6,176
|
|
|
60
|
|
|||
Total operating expenses
|
99,173
|
|
|
74,517
|
|
|
24,656
|
|
|
33
|
|
|||
Income from operations
|
8,087
|
|
|
9,213
|
|
|
(1,126
|
)
|
|
(12
|
)
|
|||
Other expense, net
|
(767
|
)
|
|
(373
|
)
|
|
(394
|
)
|
|
*
|
|
|||
Income before income taxes
|
7,320
|
|
|
8,840
|
|
|
(1,520
|
)
|
|
(17
|
)
|
|||
Provision for income taxes
|
3,217
|
|
|
3,562
|
|
|
(345
|
)
|
|
(10
|
)
|
|||
Net income
|
$
|
4,103
|
|
|
$
|
5,278
|
|
|
$
|
(1,175
|
)
|
|
(22
|
)%
|
|
Nine Months Ended September 30,
|
|||||||||||||
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|||||||
|
(in thousands)
|
|
|
|||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Revenue
|
$
|
309,147
|
|
|
$
|
236,745
|
|
|
$
|
72,402
|
|
|
31
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|||||
Cost of revenue
|
126,582
|
|
|
94,419
|
|
|
32,163
|
|
|
34
|
%
|
|||
Sales and marketing
|
79,927
|
|
|
60,890
|
|
|
19,037
|
|
|
31
|
%
|
|||
Product development
|
31,700
|
|
|
26,922
|
|
|
4,778
|
|
|
18
|
%
|
|||
General and administrative
|
44,949
|
|
|
27,816
|
|
|
17,133
|
|
|
62
|
%
|
|||
Total operating expenses
|
283,158
|
|
|
210,047
|
|
|
73,111
|
|
|
35
|
%
|
|||
Income from operations
|
25,989
|
|
|
26,698
|
|
|
(709
|
)
|
|
(3
|
)%
|
|||
Other expense, net
|
(3,386
|
)
|
|
(327
|
)
|
|
(3,059
|
)
|
|
*
|
|
|||
Income before income taxes
|
22,603
|
|
|
26,371
|
|
|
(3,768
|
)
|
|
(14
|
)%
|
|||
Provision for income taxes
|
9,920
|
|
|
11,315
|
|
|
(1,395
|
)
|
|
(12
|
)%
|
|||
Net income
|
$
|
12,683
|
|
|
$
|
15,056
|
|
|
$
|
(2,373
|
)
|
|
(16
|
)%
|
|
SHUTTERSTOCK, INC.
|
|
|
|
|
Dated: November 6, 2015
|
By:
|
/s/ Jonathan Oringer
|
|
|
Jonathan Oringer
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
Dated: November 6, 2015
|
By:
|
/s/ Steven Berns
|
|
|
Steven Berns
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
Exhibit
|
|
|
Number
|
|
Exhibit Description
|
10.1
|
|
Employment Agreement, dated August 5, 2015, between the Company and Steven Berns (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed August 6, 2015 (File No. 001-35669)).
|
|
|
|
10.2
|
|
Severance and Release Agreement, dated October 5, 2015, by and between the Company and Timothy E. Bixby (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed October 8, 2015 (File No. 001-35669)).
|
|
|
|
10.3#
|
|
First Lease Modification Agreement, dated August 31, 2015, between the Company and ESRT Empire State Building, L.L.C.
|
|
|
|
31.1#
|
|
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31.2#
|
|
Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.1#
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.2#
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
101.INS
|
|
XBRL Instance Document*
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document*
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document*
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document*
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document*
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document*
|
(i)
|
from the FAP Commencement Date through September 30, 2019: Forty-Three Thousand Eight Hundred Twenty and 00/100 ($43,820.00) Dollars
per
annum
($3,651.67
per
month); and
|
(ii)
|
from October 1, 2019 through the FAP Expiration Date: Forty-Seven Thousand Five Hundred Seventy-Six and 00/100 ($47,576.00) Dollars
per
annum
($3,964.67
per
month)
|
Date: November 6, 2015
|
By:
|
/s/ Jonathan Oringer
|
|
|
Jonathan Oringer
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
Date: November 6, 2015
|
By:
|
/s/ Steven Berns
|
|
|
Steven Berns
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
Date: November 6, 2015
|
By:
|
/s/ Jonathan Oringer
|
|
|
Jonathan Oringer
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
Date: November 6, 2015
|
By:
|
/s/ Steven Berns
|
|
|
Steven Berns
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|