|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
80-0812659
(I.R.S. Employer
Identification No.)
|
|
|
350 Fifth Avenue, 21st Floor
New York, New York
(Address of principal executive offices)
|
10118
(Zip code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, $0.01 par value per share
|
|
New York Stock Exchange
|
Large accelerated filer
x
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
(Do not check if a
smaller reporting company)
|
|
Smaller reporting company
o
|
|
|
|
Page
|
|
•
|
Shutterstock
- Shutterstock is our flagship brand and the majority of our revenue is generated through the shutterstock.com website. We continuously work to expand the collection of photographs, vectors, illustrations and video clips available on shutterstock.com to establish Shutterstock as a top source of high quality digital imagery for multimedia producers world-wide.
|
•
|
Bigstock
- Bigstock maintains a separate, extensive library of unique photographs, vectors, illustrations and video clips that is specifically curated to meet the needs of independent creators and others seeking to incorporate cost-effective digital imagery into their projects.
|
•
|
Offset
- For high-impact use cases that require extraordinary imagery, our Offset brand provides authentic and exceptional imagery, featuring work from top assignment photographers and illustrators from around the world, in addition to established and respected collections including National Geographic® and The Licensing Project™. Every image in the collection is hand-selected, chosen for its artistic distinction and narrative quality, and is curated into specific categories such as lifestyle, food, travel and fashion.
|
•
|
Shutterstock Music
- Shutterstock music provides thousands of high-quality audio tracks and sound effects at affordable prices, giving businesses, marketers, producers and filmmakers access to the audio content they need to bring their ideas to life. In 2015, we acquired PremiumBeat, a global provider of exclusive, high-quality music to enhance the depth of our existing music library and the quality of our overall offering in the marketplace.
|
•
|
Shutterstock Editorial
- Shutterstock editorial provides editorial imagery, such as entertainment, sports and news images to a broad range of customers from independent bloggers to traditional media outlets by providing a real-time feed of editorial content and an extensive archive of photos and videos. We acquired Rex Features in 2015 and have entered into distribution agreements with a number of leading editorial image agencies and industry partners, continuing our expansion into the market for editorial content.
|
•
|
webdam
- Webdam provides tools to marketing and creative teams through its digital asset management platform. webdam’s products help organizations manage, search, distribute and collaborate on creative and other brand-building activities to reach new audiences, and can be particularly attractive to large enterprises, which make up a growing portion of webdam’s client base. Webdam enhances our strategic position with enterprise customers and has broadened our product portfolio.
|
•
|
E-commerce:
The majority of our customers purchase content directly through our web properties. E-commerce customers have the flexibility to purchase a subscription plan that is paid on a monthly or annual basis or to purchase content à la carte. These customers generally license content under our standard license, with additional licensing options available to meet customers’ individual needs. E-commerce customers typically pay the full amount of the purchase price in advance or at the time of license, generally with a credit card.
|
•
|
Enterprise:
Our base of enterprise customers is mainly comprised of creative professionals and large organizations with unique content, licensing and workflow needs. Customers of this size benefit from dedicated sales, service and research teams which provide a number of enhancements to their creative workflows including non-standard licensing rights, multi-seat access, invoicing and the ability to pay on credit terms, increased indemnification protection, multi-brand licensing packages and content licensed for use-cases outside of those available on our e-commerce platform.
|
•
|
Other:
Other sales channels include sales of webdam’s digital asset management offerings which are made available through annual software-as-a-service subscription plans, and content licensed outside of our e-commerce and enterprise channels, including through application program interfaces that allow our content to be licensed through third-party websites, applications and software.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
E-Commerce
|
|
$
|
328,378
|
|
|
$
|
303,998
|
|
|
$
|
263,053
|
|
|
$
|
204,510
|
|
|
$
|
155,962
|
|
Enterprise
|
|
149,969
|
|
|
109,900
|
|
|
59,902
|
|
|
30,688
|
|
|
13,645
|
|
|||||
Other
|
|
15,970
|
|
|
11,251
|
|
|
5,016
|
|
|
317
|
|
|
9
|
|
|||||
Total Revenue
|
|
$
|
494,317
|
|
|
$
|
425,149
|
|
|
$
|
327,971
|
|
|
$
|
235,515
|
|
|
$
|
169,616
|
|
•
|
Marketing Agencies.
Marketing agencies incorporate licensed content in the work they produce for their clients’ business communications. Whether providing graphic design, web design, interactive design, advertising, public relations, communications or marketing services, our marketing agency users range from independent freelancers to the largest global agencies.
|
•
|
Media Professionals.
Media organizations and professionals incorporate licensed content into their work, which includes digital publications, newspapers, books, magazines, television and film, as well as to market their products effectively. Our media users range from independent bloggers to multi-national publishing and broadcast organizations.
|
•
|
Other Organizations.
Organizations of all sizes utilize content for a wide range of internal- and external-use communications such as websites, print and digital advertisements, annual reports, brochures, employee communications, newsletters, email marketing campaigns and other presentations. These organizations range in size and type of organization, from sole proprietors to large not-for-profit organizations and
Fortune 500
companies.
|
•
|
Images.
Contributors of photographs, vectors and illustrations to our e-commerce platforms earn a royalty based on the number of times their images have been licensed and the type of license obtained for the image downloaded. The exact amount earned is determined by our published earnings schedule which is based on (i) the contributor’s total historical earnings paid by us, which determines the contributor’s earnings tier; and (ii) the purchase option under which the content was licensed. Contributors are able to earn more per download when images are licensed under our custom licensing options or are licensed for editorial use only and, in these instances, can earn up to 50% of the sales price for a licensed image.
|
•
|
Video Clips and Music.
Contributors of video clips and music tracks are also paid based on the number of times that their video clips or music tracks have been licensed. When a contributed video clip or music track is licensed, the contributor is typically paid between 30% and 50% of the sales price per download.
|
•
|
The Digital Millennium Copyright Act regulates digital material and created updated copyright laws to address the unique challenges of regulating the use of digital content.
|
•
|
The Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 and similar laws adopted by a number of states regulate the format, functionality and distribution of commercial solicitation e-mails, create criminal penalties for unmarked sexually-oriented material, and control other online marketing practices.
|
•
|
The Children’s Online Privacy Protection Act and the Prosecutorial Remedies and Other Tools to End Exploitation of Children Today Act of 2003 regulate the collection or use of information, and restrict the distribution of certain materials, as related to certain protected age groups. In addition, the Protection of Children From Sexual Predators Act of 1998 provides for reporting and other obligations by online service providers in the area of child pornography.
|
•
|
Federal and state regulatory agencies are accelerating the consideration, adoption and enforcement of rules and guidelines concerning data security measures and reporting of cyberattacks and other security breaches of personal data to affected individuals, regulatory agencies, law enforcement officials and other third parties.
|
•
|
The Federal Trade Commission Act and numerous state “mini-FTC” acts bar “deceptive” and “unfair” trade practices, including in the contexts of online advertising and representations made in privacy policies and other online representations. Federal and state regulatory agencies are also accelerating the consideration, adoption and enforcement of rules, regulations and guidelines that govern online service providers’ data collection, processing, retention, transfer and use policies and practices, including with respect to the disclosure of consumer data to third parties such as direct marketers.
|
•
|
other online marketplaces for stock content and workflow tools such as Getty Images and their iStockphoto offering and AdobeStock;
|
•
|
specialized visual content companies that are established in local, content or product-specific market segments, such as Visual China Group;
|
•
|
providers of commercially licensable music such as Universal Music Publishing Group, Sony/ATV Music Publishing, Warner Music Group, and EMI Music Publishing;
|
•
|
websites focused on image search and discovery such as Google Images;
|
•
|
websites for image hosting, art and related products such as Flickr;
|
•
|
other providers of cloud-based digital asset management tools;
|
•
|
social networking and social media services; and
|
•
|
commissioned photographers and photography agencies.
|
•
|
the scope of content available for licensing;
|
•
|
the effectiveness of our marketing efforts;
|
•
|
the features and functionality of our platform;
|
•
|
our current products and services and ability to expand our offerings;
|
•
|
our customers’ and contributors’ user experience in using our platform; and
|
•
|
the quality and accuracy of our search algorithms.
|
•
|
anticipate customers’ and contributors’ changing needs or emerging technological trends
|
•
|
timely develop, complete and introduce innovative new products and enhancements;
|
•
|
differentiate our products from those of our competitors;
|
•
|
effectively market our products and gain market acceptance;
|
•
|
price our products competitively; and
|
•
|
provide timely, effective and accurate support to our customers and contributors.
|
•
|
modifying our technology and marketing and localizing our offerings for customers and contributors’ preferences and customs and beyond the variety of languages we currently offer;
|
•
|
legal, political or systemic restrictions on the ability of U.S. companies to do business in foreign countries, including, among others, restrictions imposed by the U.S. Office of Foreign Assets Control (OFAC) on the ability of U.S. companies to do business in certain specified foreign countries or with certain specified organizations and individuals;
|
•
|
compliance with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and similar laws in other jurisdictions;
|
•
|
compliance with foreign laws and regulations, including disclosure requirements, privacy laws, consumer and data protection, marketing restrictions, human rights, rights of publicity, technology laws and laws relating to our content;
|
•
|
government regulation of e-commerce and other services and restrictive governmental actions on the distribution of content, such as censorship;
|
•
|
disturbances in a specific country’s or region’s political, economic or military conditions, including potential sanctions (e.g., significant civil, political and economic disturbances in Russia, Ukraine and the Crimean peninsula);
|
•
|
lower levels of consumer spending in foreign countries or lack of adoption of the internet as a medium of commerce;
|
•
|
longer payment cycles in some countries, increased credit risk, and higher levels of payment fraud;
|
•
|
reduced protection for intellectual property rights in certain countries;
|
•
|
enhanced difficulties of integrating any foreign acquisitions;
|
•
|
difficulty in staffing, developing, managing and overseeing foreign operations as a result of travel distance, language and cultural differences as well as infrastructure, human resources and legal compliance costs;
|
•
|
difficulty enforcing contractual rights in our license agreements;
|
•
|
potential adverse foreign tax consequences;
|
•
|
currency exchange fluctuations, hyperinflation, or devaluation;
|
•
|
strains on our financial and other systems to properly administer VAT, withholdings and other taxes; and
|
•
|
higher costs associated with doing business internationally.
|
•
|
our ability to retain our current customers and to attract new customers and contributors;
|
•
|
our ability to provide new and relevant content to our customers;
|
•
|
our ability to effectively manage our growth;
|
•
|
the effects of increased competition on our business;
|
•
|
our ability to keep pace with changes in technology or our competitors;
|
•
|
changes in our pricing policies or the pricing policies of our competitors;
|
•
|
interruptions in service, whether or not we are responsible for such interruptions, and any related impact on our reputation and brand;
|
•
|
costs associated with defending any litigation or other claims, including those related to our indemnification of our customers;
|
•
|
our ability to pursue, and the timing of, entry into new geographies or markets and, if pursued, our management of this expansion;
|
•
|
the impact of general economic conditions on our revenue and expenses;
|
•
|
seasonality;
|
•
|
changes in government regulation affecting our business; and
|
•
|
costs related to potential acquisitions of technology or businesses.
|
•
|
disruption of our ongoing business, including diverting management’s attention from existing businesses and operations;
|
•
|
difficulties integrating acquired technology and assets, including content collections, into our systems and offerings;
|
•
|
risks associated with any acquired liabilities;
|
•
|
difficulties integrating personnel;
|
•
|
information security vulnerabilities;
|
•
|
difficulties integrating accounting, financial reporting, management, infrastructure and information security, human resources and other administrative systems;
|
•
|
the potential impairment of tangible and intangible assets and goodwill;
|
•
|
the potential damage to employee, customer, contributor and other supplier relationships; and
|
•
|
other unknown liabilities.
|
•
|
changes in projected operational and financial results;
|
•
|
announcements about our share repurchase program, including purchases or the suspension of purchases under the program;
|
•
|
issuance of new or updated research or reports by securities analysts;
|
•
|
the use by investors or analysts of third-party data regarding our business that may not reflect our actual performance;
|
•
|
fluctuations in the valuation of companies perceived by investors to be comparable to us;
|
•
|
the financial guidance we may provide to the public, any changes in such guidance, or our failure to meet such guidance;
|
•
|
additions or departures of key senior management;
|
•
|
fluctuations in the trading volume of our shares;
|
•
|
limited “public float” in the hands of a small number of investors whose sales (or lack of sales) could result in positive or negative pricing pressure on the market price for our common stock; and
|
•
|
general economic and market conditions.
|
•
|
authorize blank check preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to our common stock;
|
•
|
limit the liability of, and provide indemnification to, our directors and officers;
|
•
|
limit the ability of our stockholders to call and bring business before special meetings and to take action by written consent in lieu of a meeting;
|
•
|
require advance notice of stockholder proposals and the nomination of candidates for election to our board of directors;
|
•
|
establish a classified board of directors, as a result of which the successors to the directors whose terms have expired will be elected to serve from the time of election and qualification until the third annual meeting following their election;
|
•
|
require that directors only be removed from office for cause; and
|
•
|
limit the determination of the number of directors on our board and the filling of vacancies or newly created seats on the board to our board of directors then in office.
|
|
Year Ended December 31,
|
||||||||||||||
|
2016
|
|
2015
|
||||||||||||
|
Low
|
|
High
|
|
Low
|
|
High
|
||||||||
First Quarter
|
$
|
25.44
|
|
|
$
|
37.92
|
|
|
$
|
54.46
|
|
|
$
|
71.66
|
|
Second Quarter
|
$
|
35.75
|
|
|
$
|
47.24
|
|
|
$
|
57.94
|
|
|
$
|
74.30
|
|
Third Quarter
|
$
|
45.01
|
|
|
$
|
65.16
|
|
|
$
|
28.96
|
|
|
$
|
59.56
|
|
Fourth Quarter
|
$
|
44.20
|
|
|
$
|
64.81
|
|
|
$
|
27.50
|
|
|
$
|
38.86
|
|
ISSUER PURCHASES OF EQUITY SECURITIES
|
|||||||||||||
Period
|
(a) Total Number of Shares (or Units) Purchased
|
|
(b) Average Price Paid Per Share (or Unit)
|
|
(c) Total Number of Shares (or Units)Purchased as Part of Publicly Announced Plans or Programs
(1)
|
|
(d) Maximum Number(or Approximate Dollar Value) of Shares (or Units) That May Yet Be Purchased Under the Plans or Programs
(1)
|
||||||
October 1 - 31, 2016
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|||
November 1 - 30, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
||
December 1 - 31, 2016
|
370,036
|
|
|
48.20
|
|
|
370,036
|
|
|
|
|||
|
370,036
|
|
|
$
|
48.20
|
|
|
370,036
|
|
|
$
|
22,454,334
|
|
(1)
|
We purchased shares of our common stock in open market purchases pursuant to share repurchases authorized by the our board of directors. In October 2015, our board of directors authorized the repurchase of up to $100 million of our common stock, and, as of
December 31, 2016
,
$22.5 million
remained available for purchase under this authorization.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(in thousands, except per-share data)
|
||||||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
$
|
494,317
|
|
|
$
|
425,149
|
|
|
$
|
327,971
|
|
|
$
|
235,515
|
|
|
$
|
169,616
|
|
Operating expenses:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of revenue
|
203,129
|
|
|
174,526
|
|
|
130,022
|
|
|
90,627
|
|
|
64,676
|
|
|||||
Sales and marketing
|
126,626
|
|
|
106,636
|
|
|
82,125
|
|
|
56,738
|
|
|
45,107
|
|
|||||
Product development
|
47,789
|
|
|
41,322
|
|
|
38,301
|
|
|
21,764
|
|
|
16,330
|
|
|||||
General and administrative
|
70,987
|
|
|
61,647
|
|
|
38,487
|
|
|
23,063
|
|
|
21,651
|
|
|||||
Total operating expenses
|
448,531
|
|
|
384,131
|
|
|
288,935
|
|
|
192,192
|
|
|
147,764
|
|
|||||
Income from operations
|
45,786
|
|
|
41,018
|
|
|
39,036
|
|
|
43,323
|
|
|
21,852
|
|
|||||
Other (expense) / income, net
(2)
|
(1,289
|
)
|
|
(6,746
|
)
|
|
(859
|
)
|
|
52
|
|
|
(47
|
)
|
|||||
Income before income taxes
|
44,497
|
|
|
34,272
|
|
|
38,177
|
|
|
43,375
|
|
|
21,805
|
|
|||||
Provision (benefit) for income taxes
(3)
|
11,869
|
|
|
14,720
|
|
|
16,088
|
|
|
16,896
|
|
|
(25,738
|
)
|
|||||
Net income
|
$
|
32,628
|
|
|
$
|
19,552
|
|
|
$
|
22,089
|
|
|
$
|
26,479
|
|
|
$
|
47,543
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per common share (basic)
|
$
|
0.93
|
|
|
$
|
0.54
|
|
|
$
|
0.63
|
|
|
$
|
0.78
|
|
|
$
|
2.00
|
|
Net income per common share (diluted)
|
$
|
0.91
|
|
|
$
|
0.54
|
|
|
$
|
0.62
|
|
|
$
|
0.77
|
|
|
$
|
1.99
|
|
Weighted-average common shares outstanding (basic)
|
35,114
|
|
|
35,880
|
|
|
35,235
|
|
|
33,878
|
|
|
23,785
|
|
|||||
Weighted-average common shares outstanding (diluted)
|
35,861
|
|
|
36,319
|
|
|
35,913
|
|
|
34,426
|
|
|
23,833
|
|
(1)
|
Includes non-cash equity-based compensation of
$28.1 million
,
$28.9 million
,
$23.8 million
,
$6.2 million
, and
$10.4 million
for the years ended
December 31, 2016
,
2015
,
2014
,
2013
, and
2012
, respectively.
|
(2)
|
Includes non-operating changes in fair value of contingent consideration related to the webdam (2015 and 2014) and PremiumBeat (2016 and 2015) acquisitions; transaction gains and losses primarily related to cash balances of subsidiaries denominated in a currency other than the subsidiaries’ functional currencies, which was not material in 2013 and 2012; and interest income and expense, which is not material in any period presented.
|
(3)
|
We operated as a New York limited liability company, or an LLC, for federal and state income tax purposes, taxed as a partnership, and therefore were subject only to certain local income taxes and were not subject to federal and state income taxes through October 4, 2012 and for the period ended
December 31, 2012
. Following our reorganization from an LLC to a Delaware corporation on October 5, 2012, which we refer to as the Reorganization, we became subject to income taxes at a combined federal, state and local tax rate of approximately 40%.
|
|
As of December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
224,190
|
|
|
$
|
241,304
|
|
|
$
|
233,453
|
|
|
$
|
155,355
|
|
|
$
|
102,096
|
|
Short term investments
|
54,972
|
|
|
47,078
|
|
|
54,844
|
|
|
54,429
|
|
|
—
|
|
|||||
Working capital
|
136,341
|
|
|
167,775
|
|
|
197,813
|
|
|
145,829
|
|
|
37,924
|
|
|||||
Property and equipment, net
|
56,101
|
|
|
32,094
|
|
|
26,744
|
|
|
20,256
|
|
|
5,255
|
|
|||||
Total assets
|
501,778
|
|
|
469,121
|
|
|
383,777
|
|
|
278,488
|
|
|
147,114
|
|
|||||
Deferred revenue
|
122,235
|
|
|
98,239
|
|
|
75,789
|
|
|
52,100
|
|
|
37,934
|
|
|||||
Total liabilities
|
215,082
|
|
|
180,556
|
|
|
132,344
|
|
|
95,889
|
|
|
70,180
|
|
|||||
Total stockholders’ equity
|
$
|
286,696
|
|
|
$
|
288,565
|
|
|
$
|
251,433
|
|
|
$
|
182,599
|
|
|
$
|
76,934
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Non-GAAP Financial Measures
(1)
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Adjusted EBITDA
|
$
|
95,463
|
|
|
$
|
84,719
|
|
|
$
|
71,088
|
|
|
$
|
53,396
|
|
|
$
|
34,877
|
|
Adjusted net income
|
$
|
55,235
|
|
|
$
|
44,181
|
|
|
$
|
38,516
|
|
|
$
|
31,094
|
|
|
$
|
28,136
|
|
Free cash flow
|
$
|
53,144
|
|
|
$
|
68,347
|
|
|
$
|
64,188
|
|
|
$
|
42,305
|
|
|
$
|
41,472
|
|
Constant currency revenue growth
|
17.6
|
%
|
|
35.9
|
%
|
|
39.3
|
%
|
|
38.8
|
%
|
|
NM
|
|
|||||
Key Operating Metrics:
|
|
|
|
|
|
|
|
|
|
||||||||||
Paid downloads
(2)
(in millions)
|
167.9
|
|
|
147.2
|
|
|
125.9
|
|
|
100.2
|
|
|
76.0
|
|
|||||
Revenue per download
(3)
|
$
|
2.88
|
|
|
$
|
2.84
|
|
|
$
|
2.58
|
|
|
$
|
2.35
|
|
|
$
|
2.23
|
|
Images in our collection
(4)
(in millions) (end of period)
|
116.2
|
|
|
71.4
|
|
|
46.8
|
|
|
32.2
|
|
|
23.3
|
|
(1)
|
See “—Non-GAAP Financial Measures” below as to how we define and calculate adjusted EBITDA, adjusted net income, constant currency revenue growth and free cash flow and for a reconciliation from net income, cash from operating activities and revenue growth, the most directly comparable financial measures presented on a GAAP basis, to these non-GAAP financial measures and a discussion about the limitations of these financial measures.
|
(2)
|
Paid downloads is the number of paid content downloads that our customers make during a given period. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating Metrics—Paid Downloads” for more information as to how we define and calculate paid downloads.
|
(3)
|
Revenue per download is the amount of content-related revenue recognized in a given period divided by the number of paid downloads in that period. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating Metrics—Revenue per Download” for more information as to how we define and calculate revenue per download.
|
(4)
|
Images in our collection are the total number of photographs, vectors and illustrations available to customers on shutterstock.com at the end of the period. We exclude content from this collection metric that is not uploaded directly to our site but is available to our customers through an application program interface and certain images that may be licensed for editorial use only. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating Metrics—Images in our Collection” for more information as to how we define and calculate images in our collection.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net income
|
$
|
32,628
|
|
|
$
|
19,552
|
|
|
$
|
22,089
|
|
|
$
|
26,479
|
|
|
$
|
47,543
|
|
Non-GAAP adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
19,946
|
|
|
14,841
|
|
|
7,917
|
|
|
3,870
|
|
|
2,640
|
|
|||||
Disposals of property and equipment
|
—
|
|
|
—
|
|
|
367
|
|
|
—
|
|
|
—
|
|
|||||
Non-cash equity-based compensation
|
28,080
|
|
|
28,860
|
|
|
23,768
|
|
|
6,208
|
|
|
10,385
|
|
|||||
Other adjustments, net
(1)
|
2,940
|
|
|
6,746
|
|
|
859
|
|
|
(57
|
)
|
|
47
|
|
|||||
Provision (benefit) for income taxes
|
11,869
|
|
|
14,720
|
|
|
16,088
|
|
|
16,896
|
|
|
(25,738
|
)
|
|||||
Adjusted EBITDA
|
$
|
95,463
|
|
|
$
|
84,719
|
|
|
$
|
71,088
|
|
|
$
|
53,396
|
|
|
$
|
34,877
|
|
(1)
|
Included in other adjustments, net is foreign currency transaction gains and losses, changes in fair value of contingent consideration related to acquisitions, and interest income and expense.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net income
|
$
|
32,628
|
|
|
$
|
19,552
|
|
|
$
|
22,089
|
|
|
$
|
26,479
|
|
|
$
|
47,543
|
|
Non-GAAP adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
One-time tax benefit due to reorganization to a corporation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,811
|
)
|
|||||
Non-cash equity-based compensation
(1)
|
18,032
|
|
|
18,712
|
|
|
15,960
|
|
|
4,496
|
|
|
9,249
|
|
|||||
Acquisition-related amortization expense
(2)
|
2,725
|
|
|
2,864
|
|
|
347
|
|
|
119
|
|
|
155
|
|
|||||
Change in fair value of contingent consideration
(3)
|
1,850
|
|
|
3,053
|
|
|
120
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted net income
|
$
|
55,235
|
|
|
$
|
44,181
|
|
|
$
|
38,516
|
|
|
$
|
31,094
|
|
|
$
|
28,136
|
|
(1)
|
Represents non-cash equity-based compensation expense, net of the estimated income tax effect of
$10.0 million
for
2016
,
$10.1 million
for
2015
,
$7.8 million
for
2014
,
$1.7 million
for
2013
, and
$1.1 million
for
2012
.
|
(2)
|
Represents amortization expense related to acquired businesses, net of the estimated income tax effect of
$1.6 million
for
2016
,
$1.6 million
for
2015
,
$0.2 million
for
2014
,
$0.1 million
for
2013
, and
$0.1 million
for
2012
|
(3)
|
Represents change in fair value of contingent consideration related to the webdam and PremiumBeat acquisitions, net of the estimated income tax effect of
$1.1 million
for
2016
,
$1.7 million
for
2015
and
$0.1 million
for
2014
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Reported revenue (in thousands)
|
$
|
494,317
|
|
|
$
|
425,149
|
|
|
$
|
327,971
|
|
|
$
|
235,515
|
|
|
$
|
169,616
|
|
Revenue growth
|
16.3
|
%
|
|
29.6
|
%
|
|
39.3
|
%
|
|
38.9
|
%
|
|
NM
|
|
|||||
Constant currency revenue growth
|
17.6
|
%
|
|
35.9
|
%
|
|
39.3
|
%
|
|
38.8
|
%
|
|
NM
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net cash provided by operating activities
|
$
|
101,148
|
|
|
$
|
85,331
|
|
|
$
|
82,859
|
|
|
$
|
56,373
|
|
|
$
|
45,534
|
|
Capital expenditures
|
(39,959
|
)
|
|
(14,003
|
)
|
|
(17,950
|
)
|
|
(14,068
|
)
|
|
(3,808
|
)
|
|||||
Content acquisitions
|
(8,045
|
)
|
|
(2,981
|
)
|
|
(721
|
)
|
|
—
|
|
|
(254
|
)
|
|||||
Free Cash Flow
|
$
|
53,144
|
|
|
$
|
68,347
|
|
|
$
|
64,188
|
|
|
$
|
42,305
|
|
|
$
|
41,472
|
|
•
|
In March 2016, we entered into an exclusive distribution agreement with the Associated Press, or AP, which grants us access to more than 3,000 of AP’s breaking news, sports and entertainment images and video clips daily as well as 30 million images and nearly 2 million video clips from AP’s visual archive for licensing in the United States which will serve to bolster our editorial offering.
|
•
|
In September 2016, we acquired over 700,000 images from two prominent image collections: The Art Archive and The Kobal Collection. Both collections, previously held by The Picture Desk, are now available to Shutterstock customers globally.
|
•
|
In October 2016, we executed an exclusive three-year agreement with AM Stock-Cameo to make more than 60,000 HD clips available to Shutterstock users. This robust, diverse library features aerial footage, explosions, driving plates, and shots of hospitals, military bases, schools, and more. This is essential footage for transition and establishing shots.
|
•
|
In October 2016, we entered into a distribution agreement with the european pressphoto agency (EPA) to distribute its unique collections of visual content globally.
|
•
|
In May 2016, we released a plugin for Microsoft Powerpoint which will provide business professionals around the world with instant access to our vast collection of high-quality images. Additionally, we released enhanced search and discovery features on our iOS mobile application, becoming the first stock photo provider to provide reverse image search capabilities on mobile devices.
|
•
|
In July 2016, we entered into an API integration partnership with Google, which provides users of Google’s digital and mobile display advertising products, including Adsense, Adwords, and Admob, access to Shutterstock’s image collection for license.
|
•
|
In September 2016, we released a plugin for Adobe Photoshop® which provides creators around the world with instant access to our vast collection of high-quality images for license directly within the Adobe Creative Cloud® desktop application.
|
•
|
In October 2016, we expanded the functionality of our design application, Shutterstock Editor. This functionality includes professionally designed templates and the ability to upload personalized visual content such as a logo or
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
||||||
|
(in millions, except revenue per download)
|
||||||||||
Paid downloads (during period)
|
167.9
|
|
|
147.2
|
|
|
125.9
|
|
|||
Revenue per download (during period)
|
$
|
2.88
|
|
|
$
|
2.84
|
|
|
$
|
2.58
|
|
Images in collection (end of period)
|
116.2
|
|
|
71.4
|
|
|
46.8
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
||||||
|
(in thousands)
|
||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|||
Revenue
|
$
|
494,317
|
|
|
$
|
425,149
|
|
|
$
|
327,971
|
|
Operating expenses:
|
|
|
|
|
|
||||||
Cost of revenue
|
203,129
|
|
|
174,526
|
|
|
130,022
|
|
|||
Sales and marketing
|
126,626
|
|
|
106,636
|
|
|
82,125
|
|
|||
Product development
|
47,789
|
|
|
41,322
|
|
|
38,301
|
|
|||
General and administrative
|
70,987
|
|
|
61,647
|
|
|
38,487
|
|
|||
Total operating expenses
|
448,531
|
|
|
384,131
|
|
|
288,935
|
|
|||
Income from operations
|
45,786
|
|
|
41,018
|
|
|
39,036
|
|
|||
Other (expense) income, net
|
(1,289
|
)
|
|
(6,746
|
)
|
|
(859
|
)
|
|||
Income before income taxes
|
44,497
|
|
|
34,272
|
|
|
38,177
|
|
|||
Provision for income taxes
|
11,869
|
|
|
14,720
|
|
|
16,088
|
|
|||
Net income
|
$
|
32,628
|
|
|
$
|
19,552
|
|
|
$
|
22,089
|
|
|
Year Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
Revenue
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Operating expenses:
|
|
|
|
|
|
|||
Cost of revenue
|
41
|
%
|
|
41
|
%
|
|
40
|
%
|
Sales and marketing
|
26
|
%
|
|
25
|
%
|
|
25
|
%
|
Product development
|
10
|
%
|
|
10
|
%
|
|
12
|
%
|
General and administrative
|
14
|
%
|
|
15
|
%
|
|
12
|
%
|
Total operating expenses
|
91
|
%
|
|
90
|
%
|
|
88
|
%
|
Income from operations
|
9
|
%
|
|
10
|
%
|
|
12
|
%
|
Other (expense) income, net
|
—
|
%
|
|
(2
|
)%
|
|
—
|
%
|
Income before income taxes
|
9
|
%
|
|
8
|
%
|
|
12
|
%
|
Provision for income taxes
|
2
|
%
|
|
3
|
%
|
|
5
|
%
|
Net income
|
7
|
%
|
|
5
|
%
|
|
7
|
%
|
|
Year Ended December 31,
|
|||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|||||||
|
(in thousands)
|
|||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Revenue
|
$
|
494,317
|
|
|
$
|
425,149
|
|
|
$
|
69,168
|
|
|
16
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|||||
Cost of revenue
|
203,129
|
|
|
174,526
|
|
|
28,603
|
|
|
16
|
|
|||
Sales and marketing
|
126,626
|
|
|
106,636
|
|
|
19,990
|
|
|
19
|
|
|||
Product development
|
47,789
|
|
|
41,322
|
|
|
6,467
|
|
|
16
|
|
|||
General and administrative
|
70,987
|
|
|
61,647
|
|
|
9,340
|
|
|
15
|
|
|||
Total operating expenses
|
448,531
|
|
|
384,131
|
|
|
64,400
|
|
|
17
|
|
|||
Income from operations
|
45,786
|
|
|
41,018
|
|
|
4,768
|
|
|
12
|
|
|||
Other expense, net
|
(1,289
|
)
|
|
(6,746
|
)
|
|
5,457
|
|
|
*
|
|
|||
Income before income taxes
|
44,497
|
|
|
34,272
|
|
|
10,225
|
|
|
30
|
|
|||
Provision for income taxes
|
11,869
|
|
|
14,720
|
|
|
(2,851
|
)
|
|
*
|
|
|||
Net income
|
$
|
32,628
|
|
|
$
|
19,552
|
|
|
$
|
13,076
|
|
|
67
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
(in thousands)
|
|
|
||||||
Net cash provided by operating activities
|
$
|
101,148
|
|
|
$
|
85,331
|
|
|
$
|
82,859
|
|
Net cash used in investing activities
|
$
|
(57,192
|
)
|
|
$
|
(71,846
|
)
|
|
$
|
(29,013
|
)
|
Net cash (used in)/provided by financing activities
(1)
|
$
|
(53,535
|
)
|
|
$
|
(4,061
|
)
|
|
$
|
24,943
|
|
(1)
|
Includes repurchase of common stock under the share repurchase program for the years ended December 31, 2016 and 2015. No distributions or dividends have been paid during the periods presented.
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less Than
1 Year |
|
1 - 3 Years
|
|
3 - 5 Years
|
|
More Than
5 Years |
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Operating lease obligations
|
$
|
90,586
|
|
|
$
|
7,409
|
|
|
$
|
14,202
|
|
|
$
|
13,055
|
|
|
$
|
55,920
|
|
Contingent consideration liability
(1)
|
10,000
|
|
|
10,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations
|
40,570
|
|
|
12,626
|
|
|
20,811
|
|
|
7,133
|
|
|
—
|
|
|||||
Total
|
$
|
141,156
|
|
|
$
|
30,035
|
|
|
$
|
35,013
|
|
|
$
|
20,188
|
|
|
$
|
55,920
|
|
•
|
Fair Value of Common Stock/Membership Unit.
Prior to completion of the IPO and the Reorganization, the fair value of a common ownership interest was estimated internally and approved by our Board of Managers because we were not publicly traded. Our 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 our common equity on the date of grant. The valuations of our 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 our judgment. In the absence of a public trading market, we 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, our history and introduction of new functionality and services, our stage of development, the likelihood of achieving a liquidity event for the common ownership interests, any adjustment necessary to recognize a lack of marketability for the common ownership interests, the market performance of comparable publicly traded companies, and U.S. and global capital market conditions. We also obtained independent third party valuations on a periodic basis. After October 11, 2012, the date our common stock began trading on the NYSE, the grant date fair value for stock-based awards has been and will be based on the closing price of our common stock on the NYSE on the date of grant and fair value for all other purposes related to stock-based awards has been and will be the closing price of our common stock on the NYSE on the relevant date.
|
•
|
Expected Term.
The expected term is estimated using the simplified method allowed under applicable SEC guidance.
|
•
|
Volatility.
As we did not have a trading history for our common ownership interest pre-IPO or a significant range of our common stock post-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 consisted of several public companies similar in size, stage of life cycle and financial leverage. We did not rely on implied volatilities of traded options in the industry peers’ common stock because the volume of activity was relatively low. We applied this process using the same or similar public companies until the fourth quarter of 2014, at which time we determined we had a sufficient amount of historical information regarding the volatility of our own common stock.
|
•
|
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.
Before the Reorganization, we historically paid cash dividends or distributions to our members. Following the Reorganization, we have not paid cash dividends or distributions to our stockholders and we do not intend to do so for the foreseeable future. As a result, we used an expected dividend yield of zero.
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
|
|
U.S. Dollars
|
|
Originating Currency
|
|
U.S. Dollars
|
|
Originating Currency
|
|
U.S. Dollars
|
|
Originating Currency
|
||||||||||||
Euro
|
|
$
|
81,406
|
|
|
€
|
73,580
|
|
|
$
|
62,273
|
|
|
€
|
56,112
|
|
|
$
|
58,623
|
|
|
€
|
44,180
|
|
British pounds
|
|
46,129
|
|
|
£
|
34,150
|
|
|
44,405
|
|
|
£
|
29,053
|
|
|
26,724
|
|
|
£
|
16,229
|
|
|||
All other non-U.S. currencies
(1)
|
|
33,993
|
|
|
|
|
26,352
|
|
|
|
|
22,151
|
|
|
|
|||||||||
Total foreign currency
|
|
161,528
|
|
|
|
|
133,030
|
|
|
|
|
107,498
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. dollar
|
|
332,790
|
|
|
|
|
292,119
|
|
|
|
|
220,473
|
|
|
|
|||||||||
Total revenue
|
|
$
|
494,318
|
|
|
|
|
$
|
425,149
|
|
|
|
|
$
|
327,971
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes no single currency which was greater than 5% of total revenue for any of the periods presented
|
(a)
|
The following documents are included as part of this Annual Report on Form 10-K:
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
224,190
|
|
|
$
|
241,304
|
|
Short-term investments
|
54,972
|
|
|
47,078
|
|
||
Accounts receivable, net
|
38,107
|
|
|
28,464
|
|
||
Prepaid expenses and other current assets
|
22,569
|
|
|
11,713
|
|
||
Total current assets
|
339,838
|
|
|
328,559
|
|
||
Property and equipment, net
|
56,101
|
|
|
32,094
|
|
||
Intangible assets, net
|
30,157
|
|
|
29,781
|
|
||
Goodwill
|
49,271
|
|
|
50,934
|
|
||
Deferred tax assets, net
|
23,013
|
|
|
25,807
|
|
||
Other assets
|
3,398
|
|
|
1,946
|
|
||
Total assets
|
$
|
501,778
|
|
|
$
|
469,121
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
7,305
|
|
|
$
|
6,816
|
|
Accrued expenses
|
41,106
|
|
|
30,696
|
|
||
Contributor royalties payable
|
20,473
|
|
|
17,822
|
|
||
Deferred revenue
|
122,235
|
|
|
98,239
|
|
||
Other liabilities
|
12,378
|
|
|
7,211
|
|
||
Total current liabilities
|
203,497
|
|
|
160,784
|
|
||
Deferred tax liability, net
|
2,147
|
|
|
3,778
|
|
||
Other non-current liabilities
|
9,438
|
|
|
15,994
|
|
||
Total liabilities
|
215,082
|
|
|
180,556
|
|
||
Commitments and contingencies (Note 8)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
||
Common stock, $0.01 par value; 200,000 shares authorized; 36,926 and 36,146 shares issued and 34,816 and 35,686 shares outstanding as of December 31, 2016 and December 31, 2015, respectively
|
369
|
|
|
361
|
|
||
Additional paid-in capital
|
251,890
|
|
|
213,851
|
|
||
Treasury stock, at cost; 2,110 and 460 shares as of December 31, 2016 and December 31, 2015, respectively
|
(77,567
|
)
|
|
(15,635
|
)
|
||
Accumulated other comprehensive loss
|
(17,061
|
)
|
|
(6,449
|
)
|
||
Retained earnings
|
129,065
|
|
|
96,437
|
|
||
Total stockholders’ equity
|
286,696
|
|
|
288,565
|
|
||
Total liabilities and stockholders’ equity
|
$
|
501,778
|
|
|
$
|
469,121
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue
|
$
|
494,317
|
|
|
$
|
425,149
|
|
|
$
|
327,971
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|||
Cost of revenue
|
203,129
|
|
|
174,526
|
|
|
130,022
|
|
|||
Sales and marketing
|
126,626
|
|
|
106,636
|
|
|
82,125
|
|
|||
Product development
|
47,789
|
|
|
41,322
|
|
|
38,301
|
|
|||
General and administrative
|
70,987
|
|
|
61,647
|
|
|
38,487
|
|
|||
Total operating expenses
|
448,531
|
|
|
384,131
|
|
|
288,935
|
|
|||
Income from operations
|
45,786
|
|
|
41,018
|
|
|
39,036
|
|
|||
Other (expense) income, net
|
(1,289
|
)
|
|
(6,746
|
)
|
|
(859
|
)
|
|||
Income before income taxes
|
44,497
|
|
|
34,272
|
|
|
38,177
|
|
|||
Provision for income taxes
|
11,869
|
|
|
14,720
|
|
|
16,088
|
|
|||
Net income
|
$
|
32,628
|
|
|
$
|
19,552
|
|
|
$
|
22,089
|
|
Less:
|
|
|
|
|
|
|
|
|
|||
Undistributed earnings to participating stockholder
|
—
|
|
|
2
|
|
|
42
|
|
|||
Net income available to common stockholders
|
$
|
32,628
|
|
|
$
|
19,550
|
|
|
$
|
22,047
|
|
Net income per common share available to common stockholders:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
0.93
|
|
|
$
|
0.54
|
|
|
$
|
0.63
|
|
Diluted
|
$
|
0.91
|
|
|
$
|
0.54
|
|
|
$
|
0.61
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|||
Basic
|
35,114
|
|
|
35,880
|
|
|
35,235
|
|
|||
Diluted
|
35,861
|
|
|
36,319
|
|
|
35,913
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
32,628
|
|
|
$
|
19,552
|
|
|
$
|
22,089
|
|
Foreign currency translation (loss) gain
|
(10,612
|
)
|
|
(5,861
|
)
|
|
(670
|
)
|
|||
Unrealized gain on investments
|
—
|
|
|
41
|
|
|
32
|
|
|||
Other comprehensive (loss) income
|
(10,612
|
)
|
|
(5,820
|
)
|
|
(638
|
)
|
|||
Comprehensive income
|
$
|
22,016
|
|
|
$
|
13,732
|
|
|
$
|
21,451
|
|
|
|
|
|
|
Additional
Paid-in Capital |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Retained
Earnings |
|
|
||||||||||||||||||
|
Common Stock
|
|
Treasury Stock
|
|
|
|
|
|
|||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
Total
|
|||||||||||||||||
Balance at January 1, 2014
|
35,071
|
|
|
$
|
351
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
127,443
|
|
|
$
|
9
|
|
|
$
|
54,796
|
|
|
$
|
182,599
|
|
Equity-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,440
|
|
|
—
|
|
|
—
|
|
|
22,440
|
|
||||||
Issuance of common stock in connection with employee stock option exercises
|
493
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
9,677
|
|
|
—
|
|
|
—
|
|
|
9,682
|
|
||||||
Issuance of common stock in connection with employee stock purchase plan
|
38
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,124
|
|
|
—
|
|
|
—
|
|
|
2,124
|
|
||||||
Tax effect from exercise of employee stock options
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,137
|
|
|
—
|
|
|
—
|
|
|
13,137
|
|
||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(638
|
)
|
|
—
|
|
|
(638
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,089
|
|
|
22,089
|
|
||||||
Balance at December 31, 2014
|
35,602
|
|
|
356
|
|
|
—
|
|
|
—
|
|
|
174,821
|
|
|
(629
|
)
|
|
76,885
|
|
|
251,433
|
|
||||||
Equity-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,280
|
|
|
—
|
|
|
—
|
|
|
28,280
|
|
||||||
Issuance of common stock in connection with employee stock option exercises and RSU vesting
|
533
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
7,197
|
|
|
—
|
|
|
—
|
|
|
7,202
|
|
||||||
Issuance of common stock in connection with employee stock purchase plan
|
46
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,868
|
|
|
—
|
|
|
—
|
|
|
1,868
|
|
||||||
Tax effect from employee stock option exercises and RSU vesting
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,685
|
|
|
—
|
|
|
—
|
|
|
1,685
|
|
||||||
Retirement of restricted shares
|
(35
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repurchase of Treasury Shares
|
—
|
|
|
—
|
|
|
460
|
|
|
(15,635
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15,635
|
)
|
||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,820
|
)
|
|
—
|
|
|
(5,820
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,552
|
|
|
19,552
|
|
||||||
Balance at December 31, 2015
|
36,146
|
|
|
361
|
|
|
460
|
|
|
(15,635
|
)
|
|
213,851
|
|
|
(6,449
|
)
|
|
96,437
|
|
|
288,565
|
|
||||||
Equity-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,987
|
|
|
—
|
|
|
—
|
|
|
28,987
|
|
||||||
Issuance of common stock in connection with employee stock option exercises and RSU vesting
|
745
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
8,707
|
|
|
—
|
|
|
—
|
|
|
8,714
|
|
||||||
Common stock withheld for the settlement of taxes related to RSU vesting
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,032
|
)
|
|
—
|
|
|
—
|
|
|
(1,032
|
)
|
||||||
Issuance of common stock in connection with employee stock purchase plan
|
54
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1,802
|
|
|
—
|
|
|
—
|
|
|
1,803
|
|
||||||
Tax effect from employee stock option exercises and RSU vesting
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(425
|
)
|
|
—
|
|
|
—
|
|
|
(425
|
)
|
||||||
Repurchase of Treasury Shares
|
—
|
|
|
—
|
|
|
1,650
|
|
|
(61,932
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(61,932
|
)
|
||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,612
|
)
|
|
—
|
|
|
(10,612
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,628
|
|
|
32,628
|
|
||||||
Balance at December 31, 2016
|
36,926
|
|
|
$
|
369
|
|
|
2,110
|
|
|
$
|
(77,567
|
)
|
|
$
|
251,890
|
|
|
$
|
(17,061
|
)
|
|
$
|
129,065
|
|
|
$
|
286,696
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
32,628
|
|
|
$
|
19,552
|
|
|
$
|
22,089
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
19,946
|
|
|
14,841
|
|
|
7,917
|
|
|||
Write-off of property and equipment
|
—
|
|
|
—
|
|
|
367
|
|
|||
Deferred taxes
|
1,767
|
|
|
(4,840
|
)
|
|
(4,897
|
)
|
|||
Non-cash equity-based compensation
|
28,080
|
|
|
28,860
|
|
|
23,768
|
|
|||
Change in fair value of contingent consideration
|
2,925
|
|
|
4,770
|
|
|
200
|
|
|||
Settlement of contingent consideration liability in excess of acquisition-date fair value
|
(1,640
|
)
|
|
—
|
|
|
—
|
|
|||
Tax effect from exercise/vesting of equity awards, net
|
425
|
|
|
(1,685
|
)
|
|
(13,137
|
)
|
|||
Bad debt reserve
|
2,992
|
|
|
3,175
|
|
|
565
|
|
|||
Chargeback and sales refund reserves
|
(30
|
)
|
|
(222
|
)
|
|
235
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
(13,232
|
)
|
|
(11,072
|
)
|
|
(10,149
|
)
|
|||
Prepaid expenses and other current and non-current assets
|
(2,412
|
)
|
|
3,366
|
|
|
20,490
|
|
|||
Accounts payable and other current and non-current liabilities
|
10,784
|
|
|
2,244
|
|
|
9,961
|
|
|||
Contributor royalties payable
|
3,118
|
|
|
2,904
|
|
|
2,753
|
|
|||
Income taxes payable, net
|
(9,172
|
)
|
|
862
|
|
|
91
|
|
|||
Deferred revenue
|
24,969
|
|
|
22,576
|
|
|
22,606
|
|
|||
Net cash provided by operating activities
|
$
|
101,148
|
|
|
$
|
85,331
|
|
|
$
|
82,859
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(39,959
|
)
|
|
(14,003
|
)
|
|
(17,950
|
)
|
|||
Investment (purchases)/sales, net
|
(8,333
|
)
|
|
7,805
|
|
|
(383
|
)
|
|||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
(62,379
|
)
|
|
(10,056
|
)
|
|||
Acquisition of digital content
|
(8,045
|
)
|
|
(2,981
|
)
|
|
(721
|
)
|
|||
Security deposit (payment)/receipt
|
(855
|
)
|
|
(288
|
)
|
|
97
|
|
|||
Net cash used in investing activities
|
$
|
(57,192
|
)
|
|
$
|
(71,846
|
)
|
|
$
|
(29,013
|
)
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Proceeds from exercise of stock options
|
8,711
|
|
|
7,197
|
|
|
9,682
|
|
|||
Proceeds from issuance of common stock under Employee Stock Purchase Plan
|
1,803
|
|
|
1,868
|
|
|
2,124
|
|
|||
Cash paid related to settlement of employee taxes related to RSU vesting
|
(1,032
|
)
|
|
—
|
|
|
—
|
|
|||
Settlement of contingent consideration liability
|
(2,360
|
)
|
|
—
|
|
|
—
|
|
|||
Tax effect from exercise/vesting of equity awards, net
|
(425
|
)
|
|
1,685
|
|
|
13,137
|
|
|||
Repurchase of treasury shares
|
(60,232
|
)
|
|
(14,811
|
)
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
$
|
(53,535
|
)
|
|
$
|
(4,061
|
)
|
|
$
|
24,943
|
|
Effect of foreign exchange rate changes on cash
|
(7,535
|
)
|
|
(1,573
|
)
|
|
(691
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(17,114
|
)
|
|
7,851
|
|
|
78,098
|
|
|||
Cash and cash equivalents—Beginning
|
241,304
|
|
|
233,453
|
|
|
155,355
|
|
|||
Cash and cash equivalents—Ending
|
$
|
224,190
|
|
|
$
|
241,304
|
|
|
$
|
233,453
|
|
Supplemental Disclosure of Cash Information:
|
|
|
|
|
|
|
|
|
|||
Cash paid for income taxes
|
$
|
19,186
|
|
|
$
|
14,481
|
|
|
$
|
254
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Balance, beginning of period
|
$
|
3,768
|
|
|
$
|
1,031
|
|
|
$
|
625
|
|
Add: bad debt expense
|
2,992
|
|
|
3,175
|
|
|
565
|
|
|||
Less: write-offs, net of recoveries and other adjustments
|
(1,265
|
)
|
|
(438
|
)
|
|
(159
|
)
|
|||
Balance, end of period
|
$
|
5,495
|
|
|
$
|
3,768
|
|
|
$
|
1,031
|
|
Equipment
|
3 years
|
Furniture and fixtures
|
7 years
|
Software
|
3 years
|
Leasehold improvements
|
Shorter of expected useful life or lease term
|
•
|
Fair Value of Common Stock/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 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, the Company’s history and introduction of new functionality and services, the Company’s stage of development, the likelihood of achieving a liquidity event for the common ownership interests, any adjustment necessary to recognize a lack of marketability for the common ownership interests, the market performance of comparable publicly traded companies, and U.S. and global capital market conditions. The Company also obtained independent third party valuations on a periodic basis. After October 11, 2012, the date the Company’s common stock began trading on the NYSE, the grant date fair value for stock-based awards is based on the closing price of the Company’s common stock on the NYSE on the date of grant and fair value for all other purposes related to stock-based awards shall be the closing price of the Company’s common stock on the NYSE on the relevant date.
|
•
|
Expected Term.
The expected term is estimated using the simplified method allowed under Securities and Exchange Commission (“SEC”) guidance. In certain cases for market based awards, the Company’s expected term is based on a combination of historical data and estimates of the period of time the award will be outstanding.
|
•
|
Volatility.
As the Company did not have a trading history for its common ownership interest pre-IPO or a significant range of its common stock post-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 consisted 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 applied this process using the same or similar public companies until the fourth quarter of 2014, at which time the Company determined it had a sufficient amount of historical information regarding the volatility of its own common stock.
|
•
|
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.
Before the Reorganization, the Company 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.
|
|
As of December 31, 2016
|
||||||||||||||
|
Aggregate
Fair Value |
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market accounts
|
$
|
81,623
|
|
|
$
|
81,623
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial paper
|
54,972
|
|
|
—
|
|
|
54,972
|
|
|
|
|
||||
Total assets measured at fair value
|
$
|
136,595
|
|
|
$
|
81,623
|
|
|
$
|
54,972
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Acquisition related contingent consideration
|
$
|
10,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,000
|
|
Total liabilities measured at fair value
|
$
|
10,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,000
|
|
|
As of December 31, 2015
|
||||||||||||||
|
Aggregate
Fair Value |
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market accounts
|
$
|
89,153
|
|
|
$
|
89,153
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial paper
|
47,078
|
|
|
—
|
|
|
47,078
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
136,231
|
|
|
$
|
89,153
|
|
|
$
|
47,078
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Acquisition related contingent consideration
|
$
|
11,075
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,075
|
|
Total liabilities measured at fair value
|
$
|
11,075
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,075
|
|
|
Consolidated
|
|
Webdam
(1)
|
|
PremiumBeat
(2)
|
||||||
Balance at January 1, 2015
|
$
|
2,560
|
|
|
$
|
2,560
|
|
|
$
|
—
|
|
Acquisition-related contingent consideration
|
3,745
|
|
|
—
|
|
|
3,745
|
|
|||
Changes in fair value
|
4,770
|
|
|
1,440
|
|
|
3,330
|
|
|||
Balance at December 31, 2015
|
11,075
|
|
|
4,000
|
|
|
7,075
|
|
|||
Changes in fair value
|
2,925
|
|
|
—
|
|
|
2,925
|
|
|||
Payments of contingent consideration
|
(4,000
|
)
|
|
(4,000
|
)
|
|
—
|
|
|||
Balance at December 31, 2016
|
$
|
10,000
|
|
|
$
|
—
|
|
|
$
|
10,000
|
|
(1)
|
Included as a component of accrued expenses and other current liabilities as of December 31, 2015
|
(2)
|
Included as a component of accrued expenses and other current liabilities as of December 31, 2016 and included as a component of other long-term liabilities as of December 31, 2015.
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Computer equipment and software
|
$
|
63,711
|
|
|
$
|
37,502
|
|
Furniture and fixtures
|
3,434
|
|
|
2,933
|
|
||
Leasehold improvements
|
20,944
|
|
|
14,471
|
|
||
Property and equipment
|
88,089
|
|
|
54,906
|
|
||
Less: accumulated depreciation
|
(31,988
|
)
|
|
(22,812
|
)
|
||
Property and equipment, net
|
$
|
56,101
|
|
|
$
|
32,094
|
|
|
Content
Business |
|
Other
Category |
|
Consolidated
|
||||||
Balance as of December 31, 2015
|
$
|
42,171
|
|
|
$
|
8,763
|
|
|
$
|
50,934
|
|
Foreign currency translation adjustment
|
(1,663
|
)
|
|
—
|
|
|
(1,663
|
)
|
|||
Balance as of December 31, 2016
|
$
|
40,508
|
|
|
$
|
8,763
|
|
|
$
|
49,271
|
|
|
As of December 31, 2016
|
|
|
|
As of December 31, 2015
|
||||||||||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
|
Weighted
Average Life (Years) |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
||||||||||||
Customer relationships
|
$
|
16,712
|
|
|
$
|
(4,344
|
)
|
|
$
|
12,368
|
|
|
9
|
|
$
|
19,523
|
|
|
$
|
(3,089
|
)
|
|
$
|
16,434
|
|
Trade name
|
6,677
|
|
|
(2,030
|
)
|
|
4,647
|
|
|
7
|
|
7,111
|
|
|
(1,188
|
)
|
|
5,923
|
|
||||||
Developed technology
|
3,224
|
|
|
(1,934
|
)
|
|
1,290
|
|
|
4
|
|
3,734
|
|
|
(1,129
|
)
|
|
2,605
|
|
||||||
Contributor content
|
12,958
|
|
|
(1,386
|
)
|
|
11,572
|
|
|
11
|
|
5,138
|
|
|
(567
|
)
|
|
4,571
|
|
||||||
Patents
|
227
|
|
|
(52
|
)
|
|
175
|
|
|
18
|
|
193
|
|
|
(40
|
)
|
|
153
|
|
||||||
Domain name
|
160
|
|
|
(55
|
)
|
|
105
|
|
|
12
|
|
120
|
|
|
(25
|
)
|
|
95
|
|
||||||
Total
|
$
|
39,958
|
|
|
$
|
(9,801
|
)
|
|
$
|
30,157
|
|
|
|
|
$
|
35,819
|
|
|
$
|
(6,038
|
)
|
|
$
|
29,781
|
|
Assets:
|
|
|
|
Cash
|
$
|
1,525
|
|
Accounts receivables
|
2,908
|
|
|
Other assets
|
356
|
|
|
Fixed assets
|
92
|
|
|
Intangible Assets:
|
|
|
|
Customer relationships
|
13,768
|
|
|
Trade name
|
4,993
|
|
|
Developed technology
|
3,026
|
|
|
Photo library
|
484
|
|
|
Goodwill
|
14,918
|
|
|
Total assets acquired
|
$
|
42,070
|
|
Liabilities:
|
|
|
|
Accounts payable
|
$
|
(253
|
)
|
Contributor payable
|
(2,249
|
)
|
|
Accrued expenses
|
(2,387
|
)
|
|
Deferred tax liability
|
(4,454
|
)
|
|
Total liabilities assumed
|
$
|
(9,343
|
)
|
Total
|
$
|
32,727
|
|
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
|
|
Intangible assets:
|
|
|
|
Trade name
|
$
|
500
|
|
Customer relationships
|
2,800
|
|
|
Developed technology
|
600
|
|
|
Goodwill
|
8,763
|
|
|
Other assets acquired
|
836
|
|
|
Total liabilities assumed
|
(1,083
|
)
|
|
Total
|
$
|
12,416
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Compensation
|
$
|
13,732
|
|
|
$
|
8,995
|
|
Non-income taxes
|
7,383
|
|
|
7,095
|
|
||
Royalty tax withholdings
|
6,921
|
|
|
6,439
|
|
||
Other expenses
|
13,070
|
|
|
8,167
|
|
||
Total accrued expenses
|
$
|
41,106
|
|
|
$
|
30,696
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Domestic
|
$
|
38,549
|
|
|
$
|
36,643
|
|
|
$
|
37,866
|
|
Foreign
|
5,948
|
|
|
(2,371
|
)
|
|
311
|
|
|||
Income before income taxes
|
$
|
44,497
|
|
|
$
|
34,272
|
|
|
$
|
38,177
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
|
|
|
|||
Federal provision
|
$
|
6,389
|
|
|
$
|
16,551
|
|
|
$
|
19,362
|
|
State and local provision
|
852
|
|
|
1,683
|
|
|
1,502
|
|
|||
Foreign provision
|
2,861
|
|
|
1,326
|
|
|
121
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
|||
Federal benefit
|
3,376
|
|
|
(3,311
|
)
|
|
(5,406
|
)
|
|||
State and local provision
|
(34
|
)
|
|
33
|
|
|
509
|
|
|||
Foreign benefit
|
(1,575
|
)
|
|
(1,562
|
)
|
|
—
|
|
|||
Provision for income taxes
|
$
|
11,869
|
|
|
$
|
14,720
|
|
|
$
|
16,088
|
|
|
Year Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
U.S. income tax at federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Tax credits
|
(12.0
|
)
|
|
—
|
|
|
—
|
|
State and local taxes, net of federal benefit
|
2.9
|
|
|
3.7
|
|
|
4.2
|
|
Non-deductible—restricted stock
|
2.1
|
|
|
2.7
|
|
|
1.9
|
|
Foreign rate differential
|
(1.8
|
)
|
|
1.2
|
|
|
(0.1
|
)
|
Uncertain tax positions
|
(0.4
|
)
|
|
(1.0
|
)
|
|
0.3
|
|
Non-deductible—other
|
0.9
|
|
|
1.4
|
|
|
0.8
|
|
Total provision for income taxes
|
26.7
|
%
|
|
43.0
|
%
|
|
42.1
|
%
|
|
Year Ended
December 31, |
||||||
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
|
|
||
Non-cash equity-based compensation
|
$
|
10,611
|
|
|
$
|
10,407
|
|
Intangible amortization
|
8,197
|
|
|
9,627
|
|
||
Non-income tax accruals
|
3,682
|
|
|
3,416
|
|
||
Deferred rent
|
3,123
|
|
|
2,908
|
|
||
Other liabilities
|
5,600
|
|
|
5,249
|
|
||
Deferred tax assets
|
31,213
|
|
|
31,607
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Depreciation and amortization
|
(10,347
|
)
|
|
(9,578
|
)
|
||
Net deferred tax assets
|
$
|
20,866
|
|
|
$
|
22,029
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Balance of unrecognized tax benefits at January 1
|
$
|
1,479
|
|
|
$
|
1,500
|
|
|
$
|
1,500
|
|
Gross additions for tax positions for prior years
|
886
|
|
|
280
|
|
|
—
|
|
|||
Gross additions for tax positions for current year
|
360
|
|
|
57
|
|
|
—
|
|
|||
Gross expirations
|
(1,270
|
)
|
|
(358
|
)
|
|
—
|
|
|||
Balance of unrecognized tax benefits at December 31
|
$
|
1,455
|
|
|
$
|
1,479
|
|
|
$
|
1,500
|
|
Year Ending December 31,
|
Operating
Leases |
|
Other Obligations
|
||||
2017
|
$
|
7,409
|
|
|
$
|
12,626
|
|
2018
|
7,133
|
|
|
11,918
|
|
||
2019
|
7,069
|
|
|
8,893
|
|
||
2020
|
6,743
|
|
|
7,133
|
|
||
2021
|
6,312
|
|
|
—
|
|
||
Thereafter
|
55,920
|
|
|
—
|
|
||
Total minimum lease payments
|
$
|
90,586
|
|
|
$
|
40,570
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cost of revenue
|
$
|
1,938
|
|
|
$
|
1,896
|
|
|
$
|
1,283
|
|
Sales and marketing
|
5,444
|
|
|
4,520
|
|
|
3,912
|
|
|||
Product development
|
7,681
|
|
|
7,565
|
|
|
7,597
|
|
|||
General and administrative
|
13,017
|
|
|
14,879
|
|
|
10,976
|
|
|||
Total
|
$
|
28,080
|
|
|
$
|
28,860
|
|
|
$
|
23,768
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Stock Options
|
$
|
7,295
|
|
|
$
|
8,191
|
|
|
$
|
9,737
|
|
Restricted Stock Units
|
20,136
|
|
|
19,186
|
|
|
10,262
|
|
|||
Restricted Stock
|
—
|
|
|
—
|
|
|
1,663
|
|
|||
Webdam
(1)
|
43
|
|
|
579
|
|
|
1,328
|
|
|||
ESPP
|
606
|
|
|
904
|
|
|
778
|
|
|||
Total
|
$
|
28,080
|
|
|
$
|
28,860
|
|
|
$
|
23,768
|
|
(1)
|
Represents expense related to a portion of the equity awards issued to former owners of WebDAM that were previously classified as a liability.
|
|
Plan
Options |
|
Weighted Average
Exercise Price |
|||
Options outstanding at December 31, 2015
|
1,533,749
|
|
|
$
|
46.71
|
|
Options granted
|
515,000
|
|
|
37.06
|
|
|
Options exercised
|
(415,270
|
)
|
|
21.01
|
|
|
Options cancelled or expired
|
(222,110
|
)
|
|
41.85
|
|
|
Options outstanding at December 31, 2016
|
1,411,369
|
|
|
$
|
51.52
|
|
Options exercisable at December 31, 2016
|
249,188
|
|
|
$
|
32.72
|
|
Options vested and expected to vest at December 31, 2016
|
1,366,793
|
|
|
$
|
51.91
|
|
|
As of December 31,
|
||||||
|
2016
|
|
2015
|
||||
Stock options outstanding
|
$
|
12,400
|
|
|
$
|
8,400
|
|
Stock options exercisable
|
4,700
|
|
|
7,500
|
|
||
Stock options vested and expected to vest
|
$
|
12,000
|
|
|
$
|
8,400
|
|
|
Year Ended Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Expected term (in years)
|
6.3
|
|
|
6.5
|
|
|
6.3
|
|
|||
Volatility
|
53
|
%
|
|
52
|
%
|
|
49
|
%
|
|||
Risk-free interest rate
|
1.48
|
%
|
|
1.7
|
%
|
|
2.1% - 2.8%
|
|
|||
Dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
|||
Valuation Data:
|
|
|
|
|
|
|
|
|
|||
Weighted average fair value per share granted
|
$
|
19.03
|
|
|
$
|
15.90
|
|
|
$
|
43.19
|
|
|
Plan
RSUs |
|
Weighted Average
Fair Value |
|||
Non-vested balance at December 31, 2015
|
1,054,473
|
|
|
$
|
57.25
|
|
Units granted
|
934,549
|
|
|
40.10
|
|
|
Units vested
|
(329,370
|
)
|
|
59.54
|
|
|
Units cancelled or forfeited
|
(374,691
|
)
|
|
48.59
|
|
|
Non-vested balance at December 31, 2016
|
1,284,961
|
|
|
$
|
46.72
|
|
|
Year Ended Year Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Expected term (in years)
|
0.50
|
|
|
0.50
|
|
|
0.50
|
|
Volatility
|
59
|
%
|
|
52
|
%
|
|
49% - 52%
|
|
Risk-free interest rate
|
0.46
|
%
|
|
0.07% - 0.42%
|
|
|
0.08% - 0.60%
|
|
Dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Foreign currency loss
|
$
|
(167
|
)
|
|
$
|
(2,003
|
)
|
|
$
|
(743
|
)
|
Change in contingent consideration fair value
|
(1,271
|
)
|
|
(4,770
|
)
|
|
(200
|
)
|
|||
Interest income
|
149
|
|
|
27
|
|
|
84
|
|
|||
Other (expense)/income, net
|
$
|
(1,289
|
)
|
|
$
|
(6,746
|
)
|
|
$
|
(859
|
)
|
|
Year Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Basic
|
35,114
|
|
|
35,880
|
|
|
35,235
|
|
Stock options and employee stock purchase plan shares
|
441
|
|
|
345
|
|
|
586
|
|
Unvested restricted stock awards
|
306
|
|
|
94
|
|
|
92
|
|
Diluted
|
35,861
|
|
|
36,319
|
|
|
35,913
|
|
|
|
|
|
|
|
|||
Potentially dilutive shares included in the calculation
|
1,954
|
|
|
1,624
|
|
|
2,106
|
|
Anti-dilutive shares excluded from the calculation
|
999
|
|
|
1,064
|
|
|
520
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Content Segment:
|
|
|
|
|
|
||||||
Segment revenue
|
$
|
483,278
|
|
|
$
|
417,310
|
|
|
$
|
324,533
|
|
Segment operating expenses
|
274,978
|
|
|
234,484
|
|
|
172,026
|
|
|||
Segment operating profit
|
208,300
|
|
|
182,826
|
|
|
152,507
|
|
|||
Other Category:
|
|
|
|
|
|
||||||
Other revenue
|
11,039
|
|
|
7,839
|
|
|
3,438
|
|
|||
Other operating expenses
|
16,168
|
|
|
12,370
|
|
|
7,675
|
|
|||
Other operating loss
|
(5,129
|
)
|
|
(4,531
|
)
|
|
(4,237
|
)
|
|||
Segment and Other Category:
|
|
|
|
|
|
||||||
Segment and other revenue
|
494,317
|
|
|
425,149
|
|
|
327,971
|
|
|||
Segment and other operating expenses
|
291,146
|
|
|
246,854
|
|
|
179,701
|
|
|||
Segment and other operating profit
|
203,171
|
|
|
178,295
|
|
|
148,270
|
|
|||
Less: Unallocated corporate expenses
(1)
|
(157,385
|
)
|
|
(137,277
|
)
|
|
(109,234
|
)
|
|||
Income from operations
|
45,786
|
|
|
41,018
|
|
|
39,036
|
|
(1)
|
Unallocated corporate expenses primarily relate to shared operational support functions such as sales, marketing, public relations, product development and engineering support not allocated to specific operating segments and general and administrative functions of human resources, legal, finance and information technology.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
North America
|
$
|
197,650
|
|
|
$
|
166,225
|
|
|
$
|
121,896
|
|
Europe
|
161,906
|
|
|
144,103
|
|
|
115,245
|
|
|||
Rest of the world
|
134,761
|
|
|
114,821
|
|
|
90,830
|
|
|||
Total revenue
|
$
|
494,317
|
|
|
$
|
425,149
|
|
|
$
|
327,971
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
North America
|
$
|
54,913
|
|
|
$
|
31,699
|
|
Europe
|
1,141
|
|
|
395
|
|
||
Rest of world
|
47
|
|
|
—
|
|
||
Total long-lived tangible assets
|
$
|
56,101
|
|
|
$
|
32,094
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
Dec 31, 2016
|
|
Sep 30, 2016
|
|
Jun 30, 2016
|
|
Mar 31, 2016
|
|
Dec 31, 2015
|
|
Sep 30, 2015
|
|
Jun 30, 2015
|
|
Mar 31, 2015
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||||||||||||||
Revenue
|
$
|
130,173
|
|
|
$
|
123,073
|
|
|
$
|
124,419
|
|
|
$
|
116,652
|
|
|
$
|
116,002
|
|
|
$
|
107,260
|
|
|
$
|
104,365
|
|
|
$
|
97,522
|
|
Operating expenses
(1)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of revenue
|
52,637
|
|
|
50,184
|
|
|
52,245
|
|
|
48,063
|
|
|
47,944
|
|
|
44,512
|
|
|
42,545
|
|
|
39,525
|
|
||||||||
Sales & marketing
|
34,990
|
|
|
32,977
|
|
|
31,571
|
|
|
27,088
|
|
|
26,709
|
|
|
27,393
|
|
|
27,429
|
|
|
25,105
|
|
||||||||
Product development
|
12,989
|
|
|
11,604
|
|
|
11,971
|
|
|
11,225
|
|
|
9,622
|
|
|
10,827
|
|
|
10,189
|
|
|
10,684
|
|
||||||||
General and administrative
|
16,358
|
|
|
17,020
|
|
|
18,155
|
|
|
19,454
|
|
|
16,698
|
|
|
16,441
|
|
|
14,536
|
|
|
13,972
|
|
||||||||
Total operating expenses
|
116,974
|
|
|
111,785
|
|
|
113,942
|
|
|
105,830
|
|
|
100,973
|
|
|
99,173
|
|
|
94,699
|
|
|
89,286
|
|
||||||||
Income from operations
|
13,199
|
|
|
11,288
|
|
|
10,477
|
|
|
10,822
|
|
|
15,029
|
|
|
8,087
|
|
|
9,666
|
|
|
8,236
|
|
||||||||
Other (expense)/ income, net
(2)
|
(1,167
|
)
|
|
102
|
|
|
(212
|
)
|
|
(12
|
)
|
|
(3,360
|
)
|
|
(767
|
)
|
|
(57
|
)
|
|
(2,562
|
)
|
||||||||
Income before income taxes
|
12,032
|
|
|
11,390
|
|
|
10,265
|
|
|
10,810
|
|
|
11,669
|
|
|
7,320
|
|
|
9,609
|
|
|
5,674
|
|
||||||||
Provision for income tax
|
2,177
|
|
|
1,999
|
|
|
3,016
|
|
|
4,677
|
|
|
4,800
|
|
|
3,217
|
|
|
4,272
|
|
|
2,431
|
|
||||||||
Net income
|
9,855
|
|
|
9,391
|
|
|
7,249
|
|
|
6,133
|
|
|
6,869
|
|
|
4,103
|
|
|
5,337
|
|
|
3,243
|
|
||||||||
Less: Undistributed earnings to participating stockholder
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||||
Net income available to common stockholders
|
$
|
9,855
|
|
|
$
|
9,391
|
|
|
$
|
7,249
|
|
|
$
|
6,133
|
|
|
$
|
6,869
|
|
|
$
|
4,103
|
|
|
$
|
5,337
|
|
|
$
|
3,241
|
|
Net income per common share available to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.28
|
|
|
$
|
0.27
|
|
|
$
|
0.21
|
|
|
$
|
0.17
|
|
|
$
|
0.19
|
|
|
$
|
0.11
|
|
|
$
|
0.15
|
|
|
$
|
0.09
|
|
Diluted
|
$
|
0.27
|
|
|
$
|
0.26
|
|
|
$
|
0.20
|
|
|
$
|
0.17
|
|
|
$
|
0.19
|
|
|
$
|
0.11
|
|
|
$
|
0.15
|
|
|
$
|
0.09
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
35,089
|
|
|
35,036
|
|
|
34,957
|
|
|
35,375
|
|
|
35,975
|
|
|
36,040
|
|
|
35,864
|
|
|
35,635
|
|
||||||||
Diluted
|
35,881
|
|
|
35,824
|
|
|
35,642
|
|
|
36,099
|
|
|
36,468
|
|
|
36,270
|
|
|
36,340
|
|
|
36,193
|
|
(1)
|
Includes non-cash equity-based compensation of
$28,080
and
$28,860
for the years ended
December 31, 2016
and
2015
, respectively.
|
(2)
|
Includes changes in fair value of contingent consideration related to the PremiumBeat (2016 and 2015) and webdam (2015) acquisitions; transaction gains and losses primarily related to cash balances of subsidiaries denominated in a currency other than the subsidiaries’ functional currencies; and interest income and expense, which is not material in any period presented.
|
|
SHUTTERSTOCK, INC.
|
|
Dated: February 27, 2017
|
By:
|
/s/ JONATHAN ORINGER
|
|
|
Jonathan Oringer
Chairman of the Board and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ JONATHAN ORINGER
|
|
Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)
|
|
February 27, 2017
|
Jonathan Oringer
|
|
|
|
|
/s/ STEVEN BERNS
|
|
Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
February 27, 2017
|
Steven Berns
|
|
|
|
|
/s/ DEIRDRE M. BIGLEY
|
|
Director
|
|
February 27, 2017
|
Deirdre M. Bigley
|
|
|
|
|
/s/ JEFF EPSTEIN
|
|
Director
|
|
February 27, 2017
|
Jeff Epstein
|
|
|
|
|
/s/ THOMAS R. EVANS
|
|
Director
|
|
February 27, 2017
|
Thomas R. Evans
|
|
|
|
|
/s/ PAUL J. HENNESSY
|
|
Director
|
|
February 27, 2017
|
Paul J. Hennessy
|
|
|
|
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
|||||||
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
||
2.1
|
|
|
Agreement and Plan of Merger, dated as of October 5, 2012, between the Registrant and Shutterstock Images LLC.
|
|
S-1/A
|
|
333-181376
|
|
2.1
|
|
October 5, 2012
|
2.2
|
|
|
Agreement and Plan of Merger, dated as of October 5, 2012, among the Registrant, Shutterstock Investors II, Inc., Insight Venture Partners (Cayman) V, L.P., Shutterstock Investors III, Inc. and Insight Venture Partners V Coinvestment Fund, L.P.
|
|
S-1/A
|
|
333-181376
|
|
2.2
|
|
October 5, 2012
|
3.1
|
|
|
Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.
|
|
S-1/A
|
|
333-181376
|
|
3.2
|
|
June 29, 2012
|
3.2
|
|
|
Amended and Restated Bylaws of the Registrant, as currently in effect.
|
|
S-1/A
|
|
333-181376
|
|
3.4
|
|
September 27, 2012
|
4.1
|
|
|
Registration Rights Agreement, dated as of October 5, 2012, between the Registrant and the investors listed on Schedule 1 thereto.
|
|
S-1/A
|
|
333-181376
|
|
4.2
|
|
October 5, 2012
|
10.1
|
|
§
|
Form of Indemnification Agreement between the Registrant and each of its Officers and Directors.
|
|
S-1/A
|
|
333-181376
|
|
10.1
|
|
August 30, 2012
|
10.2
|
|
§
|
2012 Omnibus Equity Incentive Plan and Form of Award Agreements.
|
|
10-K
|
|
001-35669
|
|
10.2
|
|
February 27, 2015
|
10.3
|
|
§
|
2012 Employee Stock Purchase Plan and Form of Subscription Agreement.
|
|
S-1/A
|
|
333-181376
|
|
10.3
|
|
June 29, 2012
|
10.4
|
|
§
|
Shutterstock, Inc. Short-Term Incentive Plan.
|
|
S-1/A
|
|
333-181376
|
|
10.7
|
|
August 30, 2012
|
10.5(a)
|
|
§
|
Employment Agreement between Shutterstock Images LLC and Jonathan Oringer dated September 24, 2012.
|
|
S-1/A
|
|
333-181376
|
|
10.8(a)
|
|
September 27, 2012
|
10.5(b)
|
|
§
|
Severance and Change in Control Agreement between Shutterstock Images LLC and Jonathan Oringer dated September 24, 2012.
|
|
S-1/A
|
|
333-181376
|
|
10.8(b)
|
|
September 27, 2012
|
10.5(c)
|
|
§
|
Summary of Compensatory Arrangements with Jonathan Oringer, dated April 24, 2014.
|
|
8-K
|
|
001-35669
|
|
N/A
|
|
April 28, 2014
|
10.6(a)
|
|
§
|
Employment Agreement between Shutterstock Images LLC and Timothy E. Bixby dated May 16, 2011.
|
|
S-1/A
|
|
333-181376
|
|
10.10(a)
|
|
September 27, 2012
|
10.6(b)
|
|
§
|
Severance and Change in Control Agreement between Shutterstock Images LLC and Timothy E. Bixby dated September 24, 2012.
|
|
S-1/A
|
|
333-181376
|
|
10.10(b)
|
|
September 27, 2012
|
10.6(c)
|
|
§
|
Severance and Release Agreement by and between Shutterstock, Inc. and Timothy E. Bixby dated October 5, 2015.
|
|
8-K
|
|
001-35669
|
|
10.1
|
|
October 8, 2015
|
10.7(a)
|
|
§
|
Employment Agreement by and between Shutterstock, Inc. and Steven Berns dated August 5, 2015.
|
|
8-K
|
|
001-35669
|
|
10.1
|
|
August 6, 2015
|
10.7(b)
|
|
§**
|
Amendment to Employment Agreement by and between Shutterstock, Inc. and Steven Berns, effective March 1, 2017.
|
|
10-K
|
|
001-35669
|
|
10.1
|
|
February 27, 2017
|
10.8
|
|
|
Lease Agreement, between Shutterstock, Inc. and Empire State Building Company LLC, dated March 21, 2013.
|
|
10-Q
|
|
001-35669
|
|
10.1
|
|
May 10, 2013
|
10.9
|
|
|
First Lease Modification Agreement, by and between Shutterstock, Inc. and ESRT Empire State Building, L.L.C., dated August 31, 2015.
|
|
10-Q
|
|
001-35669
|
|
10.3
|
|
November 6, 2015
|
10.10
|
|
|
Second Lease Modification and Extension Agreement, by and between Shutterstock, Inc. and ESRT Empire State Building, L.L.C., dated January 8, 2016.
|
|
8-K
|
|
001-35669
|
|
10.1
|
|
January 13, 2016
|
10.11
|
|
|
Third Lease Modification Agreement, dated July 19, 2016, by and between Shutterstock, Inc. and ESRT Empire State Building, L.L.C.
|
|
10-Q
|
|
001-35669
|
|
10.1
|
|
August 4, 2016
|
10.12
|
|
§
|
Shutterstock, Inc. Director Compensation Policy.
|
|
10-Q
|
|
001-35669
|
|
10.2
|
|
May 11, 2015
|
10.13
|
|
§
|
Amended and Restated Employment Agreement, dated May 2, 2016 between the Company and Catherine Ulrich
|
|
10-Q
|
|
001-35669
|
|
10.1
|
|
May 4, 2016
|
10.14
|
|
§
|
Employment Agreement, dated September 15, 2015 between the Company and Anshu Aggarwal
|
|
10-Q
|
|
001-35669
|
|
10.2
|
|
May 4, 2016
|
10.15
|
|
§
|
Offer Letter, dated November 9, 2015, between the Company and Peter Phelan
|
|
10-Q
|
|
001-35669
|
|
10.3
|
|
May 4, 2016
|
10.16
|
|
§
|
Mutual Separation Agreement and General Release, dated March 22, 2016, between the Company and Peter Phelan
|
|
10-Q
|
|
001-35669
|
|
10.4
|
|
May 4, 2016
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
|||||||
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
||
10.17
|
|
§
|
Shutterstock, Inc. Form of 2012 Omnibus Equity Incentive Plan Restricted Stock Unit Award Agreement
|
|
10-Q
|
|
001-35669
|
|
10.5
|
|
May 4, 2016
|
10.18
|
|
§
|
Shutterstock, Inc. Form of 2012 Omnibus Equity Incentive Plan Restricted Stock Unit Award Agreement for Canadian Employees
|
|
10-Q
|
|
001-35669
|
|
10.6
|
|
May 4, 2016
|
10.19
|
|
§
|
Shutterstock, Inc. Form of 2012 Omnibus Equity Incentive Plan Deferred Restricted Stock Unit Award Agreement
|
|
10-Q
|
|
001-35669
|
|
10.7
|
|
May 4, 2016
|
10.20
|
|
§
|
Employment Agreement, dated April 13, 2015 between the Company and Aditi Gokhale
|
|
10-Q
|
|
001-35669
|
|
10.2
|
|
August 4, 2016
|
10.21
|
|
§
|
Mutual Separation Agreement and General Release, dated November 3, 2015, between the Company and Aditi Gokhale
|
|
10-Q
|
|
001-35669
|
|
10.3
|
|
August 4, 2016
|
10.22
|
|
§
|
Shutterstock, Inc. Amended and Restated 2012 Omnibus Equity Incentive Plan
|
|
10-Q
|
|
001-35669
|
|
10.4
|
|
August 4, 2016
|
10.23
|
|
§
|
Shutterstock, Inc. 2012 Amended and Restated Omnibus Equity Incentive Plan Restricted Stock Unit Award Agreement, as amended September 15, 2016
|
|
10-Q
|
|
001-35669
|
|
10.1
|
|
November 4, 2016
|
10.24
|
|
§
|
Shutterstock, Inc. 2012 Amended and Restated Omnibus Equity Incentive Plan Restricted Stock Unit Award Agreement for Canadian Employees, as amended September 15, 2016
|
|
10-Q
|
|
001-35669
|
|
10.2
|
|
November 4, 2016
|
10.25
|
|
§
|
Shutterstock, Inc. 2012 Amended and Restated Omnibus Equity Incentive Plan Deferred Restricted Stock Unit Award Agreement, as amended September 15, 2016
|
|
10-Q
|
|
001-35669
|
|
10.3
|
|
November 4, 2016
|
21.1
|
|
**
|
List of Subsidiaries.
|
|
|
|
|
|
|
|
|
23.1
|
|
**
|
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
|
|
|
|
|
|
|
|
|
24.1
|
|
**
|
Power of Attorney (included on signature page of this Annual Report on Form 10-K).
|
|
|
|
|
|
|
|
|
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
|
|
#**
|
Certifications of Chief Executive Officer and 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.
|
|
|
|
|
|
|
|
|
1.
|
Section 1(b) is amended and restated to read as follows:
|
2.
|
Section 2(a) is amended and restated to read as follows:
|
Name of Subsidiary
|
|
Jurisdiction
|
Shutterstock Images C.V.
|
|
The Netherlands
|
SSTK Holdings C.V.
|
|
The Netherlands
|
Shutterstock Netherlands B.V.
|
|
The Netherlands
|
Shutterstock GmbH
|
|
Germany
|
Shutterstock (UK) Ltd.
|
|
England
|
Shutterstock International Services EMEA (UK) Ltd.
|
|
England
|
Rex Features (Holdings) Ltd.
|
|
England
|
Rex Features Ltd.
|
|
England
|
Shutterstock (France) SAS
|
|
France
|
Shutterstock Italy Srl
|
|
Italy
|
Shutterstock Japan GK
|
|
Japan
|
Shutterstock Brazil Servicos de Imagem Ltda.
|
|
Brazil
|
Shutterstock Music Canada ULC
|
|
British Columbia
|
Shutterstock Images Canada ULC
|
|
British Columbia
|
Shutterstock Singapore Pte. Ltd.
|
|
Singapore
|
1.
|
I have reviewed this annual report on Form 10-K of Shutterstock, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 27, 2017
|
By:
|
/s/ Jonathan Oringer
|
|
|
Jonathan Oringer
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this annual report on Form 10-K of Shutterstock, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: February 27, 2017
|
By:
|
/s/ Steven Berns
|
|
|
Steven Berns
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
Date: February 27, 2017
|
By:
|
/s/ Jonathan Oringer
|
|
|
Jonathan Oringer
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
Date: February 27, 2017
|
By:
|
/s/ Steven Berns
|
|
|
Steven Berns
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|