|
Delaware
|
80-0812659
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, $0.01 par value per share
|
SSTK
|
New York Stock Exchange
|
Large accelerated filer
|
☒
|
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
|
Smaller reporting company
|
☐
|
|
|
|
Emerging growth company
|
☐
|
|
|
|
Page
|
|
•
|
Images - consisting of photographs, vectors and illustrations. Images are typically used in visual communications, such as websites, digital and print marketing materials, corporate communications, books, publications and other similar uses.
|
•
|
Footage - consisting of video clips, premium footage filmed by industry experts and cinema grade video effects, available in HD and 4K formats. Footage is often integrated into websites, social media, marketing campaigns and cinematic productions.
|
•
|
Music - consisting of high-quality music tracks and sound effects, which are often used to complement images and footage.
|
•
|
Shutterstock - Shutterstock is our flagship brand and the majority of our revenue is generated through shutterstock.com. We continuously work to expand the collection of photographs, vectors, illustrations and footage available on shutterstock.com to further establish Shutterstock as a top source of high-quality content for multimedia producers world-wide.
|
•
|
Bigstock - Bigstock maintains a separate, extensive library of images, vectors, illustrations and footage that is specifically curated to meet the needs of independent creators and others seeking to incorporate cost-effective imagery into their projects.
|
•
|
Offset - For high-impact use cases that require extraordinary images, our Offset brand provides authentic and exceptional content, featuring work from top assignment photographers and illustrators from around the world, in addition to work from established and respected collections such as National Geographic®. 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 Select - In November 2018, we launched Shutterstock Select, a premium collection of royalty-free footage available on shutterstock.com. This diverse collection of footage includes exclusive content widely ranging from everyday moments to blockbuster action scenes, all captured by industry professionals using cinema-grade cameras and selected by our expert curators.
|
•
|
Shutterstock Custom - Shutterstock Custom complements Shutterstock’s creative platform by fulfilling marketers’ need to scale unique branded content including images, footage, GIFs, cinemagraphs and 360° footage content. Shutterstock Custom utilizes proprietary technology that we gained through our acquisition of Flashstock Technology, Inc. (“Flashstock”) in 2017, and which we expect to grow in the future as we continue to seek expansion in the market for custom content creation.
|
•
|
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 editorial images. We entered the editorial market with our acquisition of Rex Features (“Rex”) in 2015. We also maintain distribution agreements with a number of leading editorial image agencies and industry partners including exclusive distribution agreements with several third-party organizations.
|
•
|
Shutterstock Music and PremiumBeat - Shutterstock Music and PremiumBeat comprise our curated royalty-free music offerings. Shutterstock Music provides thousands of handpicked music tracks and sound effects at affordable prices, giving businesses, marketers and social media managers access to the audio content they need to bring their ideas to life. PremiumBeat provides producers, filmmakers and marketers access to a vast collection of exclusive, high-quality tracks and enables users to search handpicked production music from the world’s leading composers.
|
•
|
Superior search - We obtain a high volume of data generated from user searches and content downloads, which enables us to continuously improve our search algorithms. Our behavioral and keyword data, along with our investments in technology and our experience in developing search algorithms, enhance our users’ search experience by increasing the chances that our users find the content they require in a timely and efficient manner. For example, Shutterstock Showcase (www.shutterstock.com/showcase) features deep learning-powered search tools based on innovative artificial intelligence technology and can help customers refine searches using images, identify specific object layouts within an image, or identify images with blank space for text.
|
•
|
Application programming interface (API) - We maintain an API driven infrastructure, enabling integration of our content platform with various other software tools and services, such as Facebook Ads, IBM Watson® Content Hub, Google Ads and Wix, which allow businesses to gain access to our content without leaving their platform. In addition, we have developed plug-ins that our customers can use to seamlessly access our content directly from Adobe Creative Cloud® desktop applications, Google SlidesTM, Apple’s Final Cut Pro® X video editing application and several Microsoft applications.
|
•
|
Editor and Editor Pro - Shutterstock Editor and Editor Pro are feature-filled cloud-based workflow tools that provide a robust solution for creative professionals to quickly size, edit and enhance images for immediate use in presentations, social media posts or advertisements. These tools are designed to simplify the process of editing Shutterstock’s millions of photos and illustrations into compelling presentations.
|
•
|
E-commerce: The majority of our customers license content directly through our self-service web properties. E-commerce customers have the flexibility to purchase a subscription-based plan that is paid on a monthly or annual basis or to license content on a transactional basis. These customers generally license content under our standard or enhanced licenses, 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, which has historically resulted in favorable timing of cash flows relative to the time that revenue is recognized and contributor royalties are earned and paid.
|
•
|
Enterprise: We also have a base of customers with unique content, licensing and workflow needs. These customers benefit from communication with our dedicated sales, service and research teams which provide a number of tailored enhancements to their creative workflows including non-standard licensing rights, multi-seat access, ability to pay on credit terms, multi-brand licensing packages, increased indemnification protection and content licensed for use-cases outside of those available on our e-commerce platform. As this customer base has grown, the number of our unique offerings has also grown, to address individual business needs. We continue to focus on our enterprise expansion strategy and are investing resources in cultivating key international markets which we believe have significant growth potential and strategic importance.
|
•
|
Other: Our Other sales channel historically included revenue from Webdam’s digital asset management offerings which were made available through annual software-as-a-service subscription plans. On February 26, 2018, we completed a sale transaction of our digital asset management business (the “Sale of Webdam”) for an aggregate purchase price of $49.1 million.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
E-commerce
|
|
$
|
392,241
|
|
|
$
|
365,730
|
|
|
$
|
332,376
|
|
|
$
|
318,916
|
|
|
$
|
300,051
|
|
Enterprise
|
|
258,282
|
|
|
254,809
|
|
|
208,713
|
|
|
164,384
|
|
|
118,492
|
|
|||||
Other
|
|
—
|
|
|
2,711
|
|
|
16,022
|
|
|
11,017
|
|
|
6,606
|
|
|||||
Total Revenue (1)
|
|
$
|
650,523
|
|
|
$
|
623,250
|
|
|
$
|
557,111
|
|
|
$
|
494,317
|
|
|
$
|
425,149
|
|
•
|
Marketing Professionals and Organizations. Marketing professionals and organizations incorporate licensed content in the work they produce for their organizational or clients’ business communications. Whether providing graphic design, web design, interactive design, advertising, public relations, communications or marketing services, our marketing professional users range from independent freelancers and internal corporate marketing professionals to the largest global agencies and Fortune 500 companies.
|
•
|
Media and Broadcast Companies. 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 and broadcast users range from independent bloggers to multi-national publishing, broadcast and production organizations.
|
•
|
Small and Medium-Sized Businesses. Organizations of all sizes utilize creative content for a wide range of internal- and external-use communications such as websites, print and digital advertisements, merchandise, annual reports, brochures, employee communications, newsletters, social media, email marketing campaigns and other presentations. These organizations range in size and type of organization, from sole proprietors to large not-for-profit organizations.
|
•
|
Images. Contributors of photographs, vectors and illustrations to our e-commerce platform typically earn a royalty each time their images are licensed. The exact amount earned is determined by the type of license obtained and our published earnings schedule that 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 may earn more per download when images are licensed under our personalized 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.
|
•
|
Footage and Music. Contributors of footage and music tracks also typically earn a royalty each time their content is licensed. When a contributed footage 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 (the “DMCA”), which regulates digital material and created updated copyright laws to address the unique challenges of regulating the use of digital content.
|
•
|
The Directive on Copyright in the Digital Single Market, which governs a marketplace for copyright in the European Union.
|
•
|
The Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 and similar laws adopted by a number of states, which 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, which 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.
|
•
|
The Federal Trade Commission Act and numerous state “mini-FTC” acts, which bar “deceptive” and “unfair” trade practices, including in the contexts of online advertising and representations made in privacy policies and other online representations.
|
•
|
The European Union General Data Protection Regulation (“GDPR”), which governs how we can collect and process the personal data of, primarily, European Union residents and the California Consumer Privacy Act of 2018 (“CCPA”), which governs how we can collect and process the personal data of California residents.
|
•
|
other online platforms that feature marketplaces for stock content or creative workflow tools such as Getty Images and its iStockphoto offering, AdobeStock, VimeoStock and Pond5;
|
•
|
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/Chappell Music, 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;
|
•
|
providers of free images, photography, music, footage and related 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;
|
•
|
competitive pricing of our products;
|
•
|
our current products and services and ability to expand our offerings;
|
•
|
our customers’ and contributors’ 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, customs and language;
|
•
|
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 with respect to disclosure requirements, privacy, consumer and data protection, marketing restrictions, human rights, rights of publicity, intellectual property, technology and content;
|
•
|
government regulation of e-commerce and other services and restrictive governmental actions on the distribution of content, such as filtering or removal of content;
|
•
|
disturbances in a specific country’s or region’s political, economic or military conditions, including potential sanctions (e.g., civil, political and economic conditions in markets including but not limited to 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 our or our contributors’ intellectual property rights in certain countries;
|
•
|
laws that grant rights that may conflict with our business operations;
|
•
|
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 global tax consequences, especially those that may result from the expected proactive global development of greater efforts to identify, capture and subject to income and transactional tax, e-commerce revenue earned solely via the internet;
|
•
|
currency exchange fluctuations, hyperinflation, or devaluation;
|
•
|
strains on our financial and other systems to properly comply with, and administer, VAT, withholdings, sales 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 such expansion;
|
•
|
the impact of general economic conditions on our revenue and expenses;
|
•
|
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;
|
•
|
risks inherent in launching or acquiring new products or extending our existing platform, particularly in market segments or geographies where we have limited or no experience;
|
•
|
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 and operational systems;
|
•
|
potential impairment resulting from the recording of goodwill and intangible assets that are subject to impairment testing;
|
•
|
the potential damage to employee, customer, contributor and other supplier relationships;
|
•
|
additional exposure to economic, political and social risks related to geographies where we have limited or no experience; 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 or analysts 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;
|
•
|
a reduction in the amount of cash dividends on our common stock, the suspension of those dividends or a failure to meet market expectations regarding dividends;
|
•
|
additions or departures of key senior management;
|
•
|
our capital allocation strategy;
|
•
|
fluctuations in the trading volume of our common stock;
|
•
|
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,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(in thousands, except per-share data)
|
||||||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue (1)
|
$
|
650,523
|
|
|
$
|
623,250
|
|
|
$
|
557,111
|
|
|
$
|
494,317
|
|
|
$
|
425,149
|
|
Operating expenses:(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost of revenue
|
278,176
|
|
|
267,671
|
|
|
233,102
|
|
|
203,129
|
|
|
174,526
|
|
|||||
Sales and marketing
|
181,730
|
|
|
166,448
|
|
|
146,464
|
|
|
126,626
|
|
|
106,636
|
|
|||||
Product development
|
57,216
|
|
|
58,897
|
|
|
52,486
|
|
|
47,789
|
|
|
41,322
|
|
|||||
General and administrative
|
113,246
|
|
|
97,782
|
|
|
98,710
|
|
|
70,987
|
|
|
61,647
|
|
|||||
Total operating expenses
|
630,368
|
|
|
590,798
|
|
|
530,762
|
|
|
448,531
|
|
|
384,131
|
|
|||||
Income from operations
|
20,155
|
|
|
32,452
|
|
|
26,349
|
|
|
45,786
|
|
|
41,018
|
|
|||||
Gain on Sale of Webdam
|
—
|
|
|
38,613
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other income / (expense), net(3)
|
4,761
|
|
|
(4,952
|
)
|
|
3,732
|
|
|
(1,289
|
)
|
|
(6,746
|
)
|
|||||
Income before income taxes
|
24,916
|
|
|
66,113
|
|
|
30,081
|
|
|
44,497
|
|
|
34,272
|
|
|||||
Provision for income taxes(4)
|
4,808
|
|
|
11,426
|
|
|
13,354
|
|
|
11,869
|
|
|
14,720
|
|
|||||
Net income
|
$
|
20,108
|
|
|
$
|
54,687
|
|
|
$
|
16,727
|
|
|
$
|
32,628
|
|
|
$
|
19,552
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income per common share (basic)
|
$
|
0.57
|
|
|
$
|
1.57
|
|
|
$
|
0.48
|
|
|
$
|
0.93
|
|
|
$
|
0.54
|
|
Net income per common share (diluted)
|
$
|
0.57
|
|
|
$
|
1.54
|
|
|
$
|
0.47
|
|
|
$
|
0.91
|
|
|
$
|
0.54
|
|
Weighted-average common shares outstanding (basic)
|
35,285
|
|
|
34,935
|
|
|
34,627
|
|
|
35,114
|
|
|
35,880
|
|
|||||
Weighted-average common shares outstanding (diluted)
|
35,581
|
|
|
35,420
|
|
|
35,291
|
|
|
35,861
|
|
|
36,319
|
|
(1)
|
Effective January 1, 2018 we adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) using the modified retrospective approach. Historical revenue totals reflect those previously reported and have not been restated.
|
(2)
|
Includes non-cash equity-based compensation of $22.8 million, $23.9 million, $25.0 million, $28.1 million, and $28.9 million for the years ended December 31, 2019, 2018, 2017, 2016, and 2015, respectively.
|
(3)
|
Includes non-operating changes in fair value of contingent consideration related to the Webdam (2015) and PremiumBeat (2016 and 2015) acquisitions; charges related to the impairment of a long-term investment asset (2018); 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.
|
(4)
|
Included in the 2017 provision for income taxes were provisional amounts for the specific tax effects of the TCJA, as it related to changes to existing United States tax law which included numerous provisions that affect businesses. These provisional amounts represented the Company’s reasonable estimates at that time. During 2018, the Company completed its analysis of certain income tax effects of the TCJA and did not make any significant adjustments to estimates previously recorded.
|
|
As of December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash and cash equivalents
|
$
|
303,261
|
|
|
$
|
230,852
|
|
|
$
|
253,428
|
|
|
$
|
224,190
|
|
|
$
|
241,304
|
|
Short term investments (1)
|
—
|
|
|
—
|
|
|
—
|
|
|
54,972
|
|
|
47,078
|
|
|||||
Working capital
|
131,086
|
|
|
83,418
|
|
|
94,727
|
|
|
136,341
|
|
|
167,775
|
|
|||||
Property and equipment, net
|
58,834
|
|
|
76,188
|
|
|
85,698
|
|
|
56,101
|
|
|
32,094
|
|
|||||
Total assets
|
630,512
|
|
|
531,488
|
|
|
577,776
|
|
|
501,778
|
|
|
469,121
|
|
|||||
Deferred revenue
|
141,922
|
|
|
139,604
|
|
|
157,803
|
|
|
122,235
|
|
|
98,239
|
|
|||||
Total liabilities
|
302,367
|
|
|
244,821
|
|
|
263,191
|
|
|
215,082
|
|
|
180,556
|
|
|||||
Total stockholders’ equity
|
$
|
328,145
|
|
|
$
|
286,667
|
|
|
$
|
314,585
|
|
|
$
|
286,696
|
|
|
$
|
288,565
|
|
(1)
|
During the year ended December 31, 2017, we liquidated our short-term investments, which consisted primarily of short-term commercial paper.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Non-GAAP Financial Measures(1) (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Adjusted EBITDA
|
$
|
96,314
|
|
|
$
|
105,114
|
|
|
$
|
88,049
|
|
|
$
|
95,463
|
|
|
$
|
84,719
|
|
Adjusted net income
|
$
|
43,737
|
|
|
$
|
55,663
|
|
|
$
|
40,844
|
|
|
$
|
55,235
|
|
|
$
|
44,181
|
|
Free cash flow(2)
|
$
|
73,221
|
|
|
$
|
63,474
|
|
|
$
|
50,014
|
|
|
$
|
52,719
|
|
|
$
|
70,032
|
|
Revenue growth on a constant currency basis
|
6
|
%
|
|
11
|
%
|
|
13
|
%
|
|
18
|
%
|
|
36
|
%
|
|||||
Key Operating Metrics (in millions, except revenue per download):
|
|||||||||||||||||||
Paid downloads(3)
|
187.8
|
|
|
179.6
|
|
|
172.0
|
|
|
167.9
|
|
|
147.2
|
|
|||||
Revenue per download(4)
|
$
|
3.43
|
|
|
$
|
3.40
|
|
|
$
|
3.13
|
|
|
$
|
2.88
|
|
|
$
|
2.84
|
|
Content in our collection (end of period)(5):
|
|
|
|
|
|
|
|
|
|
||||||||||
Images
|
314
|
|
|
242
|
|
|
170
|
|
|
116
|
|
|
71
|
|
|||||
Footage
|
17
|
|
|
13
|
|
|
9
|
|
|
6
|
|
|
4
|
|
(1)
|
See “Non-GAAP Financial Measures” below as to how we define and calculate adjusted EBITDA, adjusted net income, revenue growth (including by distribution channel) on a constant currency basis and free cash flow and for a reconciliation from net income, net 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)
|
On January 1, 2017, we adopted Accounting Standard Update 2016-09 (“ASU 2016-09”) which changed the way we report the excess tax benefit related to the exercise and vesting of equity-based compensation awards in the statement of cash flows. As a result of this adoption, we have reclassified amounts that were reported prior to adoption. As a result of this reclassification, the amounts of free cash flow reported is decreased by $0.4 million and increased by $1.7 million for the years ended December 31, 2016 and 2015, respectively, from amounts previously reported.
|
(3)
|
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.
|
(4)
|
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. Effective January 1, 2018 we adopted ASU 2014-09 using the modified retrospective approach. Historical revenue totals reflect those previously reported and have not been restated.
|
(5)
|
Represents images (photographs, vectors and illustrations) and footage (in number of clips) at the end of the period. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating Metrics—Content in our Collection” for more information as to how we define and calculate images and footage in our collection.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net income
|
$
|
20,108
|
|
|
$
|
54,687
|
|
|
$
|
16,727
|
|
|
$
|
32,628
|
|
|
$
|
19,552
|
|
Add / (less) Non-GAAP adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
49,915
|
|
|
45,652
|
|
|
35,490
|
|
|
19,946
|
|
|
14,841
|
|
|||||
Non-cash equity-based compensation
|
22,815
|
|
|
23,869
|
|
|
24,958
|
|
|
28,080
|
|
|
28,860
|
|
|||||
Other adjustments, net(1)
|
(1,332
|
)
|
|
8,093
|
|
|
(2,480
|
)
|
|
2,940
|
|
|
6,746
|
|
|||||
Provision for income taxes
|
4,808
|
|
|
11,426
|
|
|
13,354
|
|
|
11,869
|
|
|
14,720
|
|
|||||
Gain on Sale of Webdam
|
—
|
|
|
(38,613
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted EBITDA
|
$
|
96,314
|
|
|
$
|
105,114
|
|
|
$
|
88,049
|
|
|
$
|
95,463
|
|
|
$
|
84,719
|
|
(1)
|
Included in other adjustments, net is foreign currency transaction gains and losses, charges related to the impairment of a long-term investment asset, expenses related to long-term incentives and contingent consideration related to acquisitions, and interest income and expense.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net income
|
$
|
20,108
|
|
|
$
|
54,687
|
|
|
$
|
16,727
|
|
|
$
|
32,628
|
|
|
$
|
19,552
|
|
Add / (less) Non-GAAP adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Non-cash equity-based compensation
|
22,815
|
|
|
23,869
|
|
|
24,958
|
|
|
28,080
|
|
|
28,860
|
|
|||||
Tax effect of non-cash equity-based compensation
|
(5,363
|
)
|
|
(5,434
|
)
|
|
(9,175
|
)
|
|
(10,048
|
)
|
|
(10,148
|
)
|
|||||
Acquisition-related amortization expense
|
4,691
|
|
|
3,841
|
|
|
4,801
|
|
|
4,309
|
|
|
4,504
|
|
|||||
Tax effect of acquisition-related amortization expense
|
(1,034
|
)
|
|
(874
|
)
|
|
(1,766
|
)
|
|
(1,584
|
)
|
|
(1,640
|
)
|
|||||
Acquisition-related long-term incentives and contingent consideration(1)
|
3,430
|
|
|
3,141
|
|
|
1,252
|
|
|
2,925
|
|
|
4,770
|
|
|||||
Tax effect of acquisition-related long-term incentives and contingent consideration
|
(910
|
)
|
|
(832
|
)
|
|
(460
|
)
|
|
(1,075
|
)
|
|
(1,717
|
)
|
|||||
Gain on Sale of Webdam
|
—
|
|
|
(38,613
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax effect of gain on Sale of Webdam
|
—
|
|
|
10,996
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Impairment of a long-term investment asset
|
—
|
|
|
5,881
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Tax effect of impairment of long-term investment asset
|
—
|
|
|
(999
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
One-time effect of the Tax Cuts and Jobs Act on the provision for income taxes(2)
|
—
|
|
|
—
|
|
|
4,507
|
|
|
—
|
|
|
—
|
|
|||||
Adjusted net income
|
$
|
43,737
|
|
|
$
|
55,663
|
|
|
$
|
40,844
|
|
|
$
|
55,235
|
|
|
$
|
44,181
|
|
Adjusted net income per diluted common share
|
$
|
1.23
|
|
|
$
|
1.57
|
|
|
$
|
1.16
|
|
|
$
|
1.54
|
|
|
$
|
1.22
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average diluted shares
|
35,581
|
|
|
35,420
|
|
|
35,291
|
|
|
35,861
|
|
|
36,319
|
|
(1)
|
Represents expenses related to long-term incentives and contingent consideration related to the Webdam, PremiumBeat and Flashstock acquisitions.
|
(2)
|
Represents approximately $3.7 million of non-cash charges related to a remeasurement of deferred tax assets related to the change in U.S. tax rates from 35% to 21% and approximately $0.8 million of cash charges related to a one-time U.S. transition tax on unrepatriated foreign earnings.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Reported revenue (in thousands)(1)
|
$
|
650,523
|
|
|
$
|
623,250
|
|
|
$
|
557,111
|
|
|
$
|
494,317
|
|
|
$
|
425,149
|
|
Revenue growth
|
4
|
%
|
|
12
|
%
|
|
13
|
%
|
|
16
|
%
|
|
30
|
%
|
|||||
Revenue growth on a constant currency basis
|
6
|
%
|
|
11
|
%
|
|
13
|
%
|
|
18
|
%
|
|
36
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
E-commerce reported revenue (in thousands)
|
$
|
392,241
|
|
|
$
|
365,730
|
|
|
$
|
332,376
|
|
|
$
|
318,916
|
|
|
$
|
300,051
|
|
E-commerce revenue growth
|
7
|
%
|
|
10
|
%
|
|
4
|
%
|
|
6
|
%
|
|
14
|
%
|
|||||
E-commerce revenue growth on a constant currency basis
|
9
|
%
|
|
9
|
%
|
|
5
|
%
|
|
7
|
%
|
|
18
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Enterprise reported revenue (in thousands)
|
$
|
258,282
|
|
|
$
|
254,809
|
|
|
$
|
208,713
|
|
|
$
|
164,384
|
|
|
$
|
118,492
|
|
Enterprise revenue growth
|
1
|
%
|
|
22
|
%
|
|
27
|
%
|
|
39
|
%
|
|
90
|
%
|
|||||
Enterprise revenue growth on a constant currency basis
|
3
|
%
|
|
21
|
%
|
|
26
|
%
|
|
42
|
%
|
|
107
|
%
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Net cash provided by operating activities
|
$
|
102,646
|
|
|
$
|
102,202
|
|
|
$
|
108,037
|
|
|
$
|
100,723
|
|
|
$
|
87,016
|
|
Capital expenditures
|
(26,081
|
)
|
|
(34,890
|
)
|
|
(55,062
|
)
|
|
(39,959
|
)
|
|
(14,003
|
)
|
|||||
Content acquisitions
|
(3,344
|
)
|
|
(3,838
|
)
|
|
(2,961
|
)
|
|
(8,045
|
)
|
|
(2,981
|
)
|
|||||
Free Cash Flow
|
$
|
73,221
|
|
|
$
|
63,474
|
|
|
$
|
50,014
|
|
|
$
|
52,719
|
|
|
$
|
70,032
|
|
•
|
Images - consisting of photographs, vectors and illustrations. Images are typically used in visual communications, such as websites, digital and print marketing materials, corporate communications, books, publications and other similar uses.
|
•
|
Footage - consisting of video clips, premium footage filmed by industry experts and cinema grade video effects, available in HD and 4K formats. Footage is often integrated into websites, social media, marketing campaigns and cinematic productions.
|
•
|
Music - consisting of high-quality music tracks and sound effects, which are often used to complement images and footage.
|
•
|
In April 2019, we announced the renewal of our agreement with the Associated Press (AP) to distribute AP’s daily global photo output for license to Shutterstock customers based in the U.S., the U.K. and Ireland. This distribution deal gives Shutterstock customers access to approximately 3,000 images daily as well as access to iconic news images from the vast AP archive.
|
•
|
In May 2019, we launched our new self-serve application program interface (API) subscription plans which enable developers and businesses to resell more than 1 million images within their products and applications.
|
•
|
In July 2019, we introduced Shutterstock Elements, a collection consisting of thousands of cinema-grade video effects for filmmakers, including 4K lens flares, transitions and video kits with smoke, fire and explosions.
|
•
|
In October 2019, we launched Smart Brief, a new product that dramatically cuts brief drafting time and enables collaboration to meet client needs faster with less upfront effort.
|
•
|
In November 2019, we announced an unlimited monthly subscription plan for Shutterstock Music. This plan, geared towards content creators, provides access to a range of track lengths, as well as flexibility to license music tracks as needs arise.
|
•
|
In January 2019, we announced that our contributor-facing website and mobile applications are now available in 21 languages, aligning with the languages already available on the Shutterstock customer-facing site and its new developer portal.
|
•
|
In March 2019, we launched in-app contributor registration for the mobile-first generation, making it easier than ever for iOS and Android users to sign up as Shutterstock contributors.
|
•
|
In April 2019, we launched “View in Room,” our first Augmented Reality (AR) feature, allowing iOS app users to visualize how an image from Shutterstock’s collection would look in real life.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
|
(in millions, except revenue per download)
|
||||||||||
Paid downloads (during the period)
|
187.8
|
|
|
179.6
|
|
|
172.0
|
|
|||
Revenue per download (during the period) (1)
|
$
|
3.43
|
|
|
$
|
3.40
|
|
|
$
|
3.13
|
|
Content in our collection (end of period)
|
|
|
|
|
|
||||||
Images
|
314
|
|
|
242
|
|
|
170
|
|
|||
Footage
|
17
|
|
|
13
|
|
|
9
|
|
(1)
|
Effective January 1, 2018, we adopted ASU 2014-09 using the modified retrospective approach. Historical revenue totals reflect those previously reported and have not been restated.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
|
(in thousands)
|
||||||||||
Consolidated Statements of Operations:
|
|
|
|
|
|
|
|
|
|||
Revenue (1)
|
$
|
650,523
|
|
|
$
|
623,250
|
|
|
$
|
557,111
|
|
Operating expenses:
|
|
|
|
|
|
||||||
Cost of revenue
|
278,176
|
|
|
267,671
|
|
|
233,102
|
|
|||
Sales and marketing
|
181,730
|
|
|
166,448
|
|
|
146,464
|
|
|||
Product development
|
57,216
|
|
|
58,897
|
|
|
52,486
|
|
|||
General and administrative
|
113,246
|
|
|
97,782
|
|
|
98,710
|
|
|||
Total operating expenses
|
630,368
|
|
|
590,798
|
|
|
530,762
|
|
|||
Income from operations
|
20,155
|
|
|
32,452
|
|
|
26,349
|
|
|||
Gain on Sale of Webdam
|
—
|
|
|
38,613
|
|
|
—
|
|
|||
Other income / (expense), net
|
4,761
|
|
|
(4,952
|
)
|
|
3,732
|
|
|||
Income before income taxes
|
24,916
|
|
|
66,113
|
|
|
30,081
|
|
|||
Provision for income taxes
|
4,808
|
|
|
11,426
|
|
|
13,354
|
|
|||
Net income
|
$
|
20,108
|
|
|
$
|
54,687
|
|
|
$
|
16,727
|
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Consolidated Statements of Operations:
|
|
|
|
|
|
|
|
|
Revenue
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Operating expenses:
|
|
|
|
|
|
|||
Cost of revenue
|
43
|
%
|
|
43
|
%
|
|
42
|
%
|
Sales and marketing
|
28
|
%
|
|
27
|
%
|
|
26
|
%
|
Product development
|
9
|
%
|
|
9
|
%
|
|
9
|
%
|
General and administrative
|
17
|
%
|
|
16
|
%
|
|
18
|
%
|
Total operating expenses
|
97
|
%
|
|
95
|
%
|
|
95
|
%
|
Income from operations
|
3
|
%
|
|
5
|
%
|
|
5
|
%
|
Gain on Sale of Webdam
|
—
|
%
|
|
6
|
%
|
|
—
|
%
|
Other income / (expense), net
|
1
|
%
|
|
(1
|
)%
|
|
1
|
%
|
Income before income taxes
|
4
|
%
|
|
11
|
%
|
|
5
|
%
|
Provision for income taxes
|
1
|
%
|
|
2
|
%
|
|
2
|
%
|
Net income
|
3
|
%
|
|
9
|
%
|
|
3
|
%
|
|
Year Ended December 31,
|
|||||||||||||
|
2018
|
|
2017
|
|
$ Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|||||||
|
(in thousands)
|
|||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Revenue (1)
|
$
|
623,250
|
|
|
$
|
557,111
|
|
|
$
|
66,139
|
|
|
12
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|||||
Cost of revenue
|
267,671
|
|
|
233,102
|
|
|
34,569
|
|
|
15
|
|
|||
Sales and marketing
|
166,448
|
|
|
146,464
|
|
|
19,984
|
|
|
14
|
|
|||
Product development
|
58,897
|
|
|
52,486
|
|
|
6,411
|
|
|
12
|
|
|||
General and administrative
|
97,782
|
|
|
98,710
|
|
|
(928
|
)
|
|
(1
|
)
|
|||
Total operating expenses
|
590,798
|
|
|
530,762
|
|
|
60,036
|
|
|
11
|
|
|||
Income from operations
|
32,452
|
|
|
26,349
|
|
|
6,103
|
|
|
23
|
|
|||
Gain on Sale of Webdam
|
38,613
|
|
|
—
|
|
|
38,613
|
|
|
*
|
|
|||
Other (expense) / income, net
|
(4,952
|
)
|
|
3,732
|
|
|
(8,684
|
)
|
|
*
|
|
|||
Income before income taxes
|
66,113
|
|
|
30,081
|
|
|
36,032
|
|
|
120
|
|
|||
Provision for income taxes
|
11,426
|
|
|
13,354
|
|
|
(1,928
|
)
|
|
(14
|
)
|
|||
Net income
|
$
|
54,687
|
|
|
$
|
16,727
|
|
|
$
|
37,960
|
|
|
227
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
(in thousands)
|
|
|
||||||
Net cash provided by operating activities
|
$
|
102,646
|
|
|
$
|
102,202
|
|
|
$
|
108,037
|
|
Net cash used in investing activities
|
$
|
(27,234
|
)
|
|
$
|
(12,827
|
)
|
|
$
|
(57,365
|
)
|
Net cash used in financing activities(1)
|
$
|
(1,696
|
)
|
|
$
|
(109,739
|
)
|
|
$
|
(33,888
|
)
|
(1)
|
Except for the Special Dividend in 2018, no distributions or dividends have been paid during the periods presented. 2017 includes repurchases of common stock under the share repurchase program.
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less Than
1 Year |
|
1 - 3 Years
|
|
3 - 5 Years
|
|
More Than
5 Years |
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Operating lease obligations
|
$
|
73,957
|
|
|
$
|
10,013
|
|
|
$
|
17,173
|
|
|
$
|
13,403
|
|
|
$
|
33,368
|
|
Purchase obligations
|
55,237
|
|
|
35,757
|
|
|
19,480
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
129,194
|
|
|
$
|
45,770
|
|
|
$
|
36,653
|
|
|
$
|
13,403
|
|
|
$
|
33,368
|
|
•
|
Fair Value of Common Stock. The grant date fair value for stock-based awards is 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 is 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 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. The volatility is estimated based on historical price volatility of our 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. The Company determines the dividend yield based on management’s expectations of future dividends. The Company used an expected dividend yield of zero for options granted through 2019.
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
|
|
U.S. Dollars
|
|
Originating Currency
|
|
U.S. Dollars
|
|
Originating Currency
|
|
U.S. Dollars
|
|
Originating Currency
|
||||||||||||
Euro
|
|
$
|
133,341
|
|
|
€
|
117,852
|
|
|
$
|
124,732
|
|
|
€
|
105,327
|
|
|
$
|
102,622
|
|
|
€
|
90,965
|
|
British pounds
|
|
48,307
|
|
|
£
|
37,658
|
|
|
49,561
|
|
|
£
|
36,965
|
|
|
48,634
|
|
|
£
|
37,752
|
|
|||
All other non-U.S. currencies(1)
|
|
47,471
|
|
|
|
|
44,393
|
|
|
|
|
39,376
|
|
|
|
|||||||||
Total foreign currency
|
|
229,119
|
|
|
|
|
218,686
|
|
|
|
|
190,632
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. dollar
|
|
421,404
|
|
|
|
|
404,564
|
|
|
|
|
366,479
|
|
|
|
|||||||||
Total revenue (2)
|
|
$
|
650,523
|
|
|
|
|
$
|
623,250
|
|
|
|
|
$
|
557,111
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes no single currency which exceeded 5% of total revenue for any of the periods presented.
|
(2)
|
Effective January 1, 2018 we adopted ASU 2014-09 using the modified retrospective approach. Historical revenue totals reflect those previously reported and have not been restated.
|
(a)
|
The following documents are included as part of this Annual Report on Form 10-K:
|
F-8
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
303,261
|
|
|
$
|
230,852
|
|
Accounts receivable, net
|
47,016
|
|
|
41,028
|
|
||
Prepaid expenses and other current assets
|
26,703
|
|
|
34,841
|
|
||
Total current assets
|
376,980
|
|
|
306,721
|
|
||
Property and equipment, net
|
58,834
|
|
|
76,188
|
|
||
Right-of-use assets
|
45,453
|
|
|
—
|
|
||
Intangible assets, net
|
26,669
|
|
|
29,540
|
|
||
Goodwill
|
88,974
|
|
|
88,576
|
|
||
Deferred tax assets, net
|
14,387
|
|
|
12,375
|
|
||
Other assets
|
19,215
|
|
|
18,088
|
|
||
Total assets
|
$
|
630,512
|
|
|
$
|
531,488
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
6,104
|
|
|
$
|
7,212
|
|
Accrued expenses
|
53,864
|
|
|
51,385
|
|
||
Contributor royalties payable
|
25,193
|
|
|
22,971
|
|
||
Deferred revenue
|
141,922
|
|
|
139,604
|
|
||
Other liabilities
|
18,811
|
|
|
2,131
|
|
||
Total current liabilities
|
245,894
|
|
|
223,303
|
|
||
Lease liabilities
|
47,313
|
|
|
—
|
|
||
Other non-current liabilities
|
9,160
|
|
|
21,518
|
|
||
Total liabilities
|
302,367
|
|
|
244,821
|
|
||
Commitments and contingencies (Note 16)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
||
Common stock, $0.01 par value; 200,000 shares authorized; 38,055 and 37,618 shares issued and 35,497 and 35,060 shares outstanding as of December 31, 2019 and December 31, 2018, respectively
|
381
|
|
|
376
|
|
||
Additional paid-in capital
|
312,824
|
|
|
291,710
|
|
||
Treasury stock, at cost; 2,558 shares as of December 31, 2019 and December 31, 2018
|
(100,027
|
)
|
|
(100,027
|
)
|
||
Accumulated other comprehensive loss
|
(6,220
|
)
|
|
(6,471
|
)
|
||
Retained earnings
|
121,187
|
|
|
101,079
|
|
||
Total stockholders’ equity
|
328,145
|
|
|
286,667
|
|
||
Total liabilities and stockholders’ equity
|
$
|
630,512
|
|
|
$
|
531,488
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenue
|
$
|
650,523
|
|
|
$
|
623,250
|
|
|
$
|
557,111
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|||
Cost of revenue
|
278,176
|
|
|
267,671
|
|
|
233,102
|
|
|||
Sales and marketing
|
181,730
|
|
|
166,448
|
|
|
146,464
|
|
|||
Product development
|
57,216
|
|
|
58,897
|
|
|
52,486
|
|
|||
General and administrative
|
113,246
|
|
|
97,782
|
|
|
98,710
|
|
|||
Total operating expenses
|
630,368
|
|
|
590,798
|
|
|
530,762
|
|
|||
Income from operations
|
20,155
|
|
|
32,452
|
|
|
26,349
|
|
|||
Gain on Sale of Webdam
|
—
|
|
|
38,613
|
|
|
—
|
|
|||
Other income / (expense), net
|
4,761
|
|
|
(4,952
|
)
|
|
3,732
|
|
|||
Income before income taxes
|
24,916
|
|
|
66,113
|
|
|
30,081
|
|
|||
Provision for income taxes
|
4,808
|
|
|
11,426
|
|
|
13,354
|
|
|||
Net income
|
$
|
20,108
|
|
|
$
|
54,687
|
|
|
$
|
16,727
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
0.57
|
|
|
$
|
1.57
|
|
|
$
|
0.48
|
|
Diluted
|
$
|
0.57
|
|
|
$
|
1.54
|
|
|
$
|
0.47
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|||
Basic
|
35,285
|
|
|
34,935
|
|
|
34,627
|
|
|||
Diluted
|
35,581
|
|
|
35,420
|
|
|
35,291
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
$
|
20,108
|
|
|
$
|
54,687
|
|
|
$
|
16,727
|
|
Foreign currency translation gain / (loss)
|
251
|
|
|
(2,914
|
)
|
|
13,504
|
|
|||
Other comprehensive income / (loss)
|
251
|
|
|
(2,914
|
)
|
|
13,504
|
|
|||
Comprehensive income
|
$
|
20,359
|
|
|
$
|
51,773
|
|
|
$
|
30,231
|
|
|
|
|
|
|
Additional
Paid-in Capital |
|
Accumulated
Other Comprehensive Loss |
|
Retained
Earnings |
|
|
||||||||||||||||||
|
Common Stock
|
|
Treasury Stock
|
|
|
|
|
|
|||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
Total
|
|||||||||||||||||
Balance at January 1, 2017
|
36,926
|
|
|
$
|
369
|
|
|
2,110
|
|
|
$
|
(77,567
|
)
|
|
$
|
252,869
|
|
|
$
|
(17,061
|
)
|
|
$
|
128,412
|
|
|
$
|
287,022
|
|
Equity-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,958
|
|
|
—
|
|
|
—
|
|
|
24,958
|
|
||||||
Issuance of common stock in connection with employee stock option exercises and RSU vesting
|
503
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
1,676
|
|
|
—
|
|
|
—
|
|
|
1,682
|
|
||||||
Common shares withheld for settlement of taxes in connection with equity-based compensation
|
(159
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(6,846
|
)
|
|
—
|
|
|
—
|
|
|
(6,848
|
)
|
||||||
Repurchase of Treasury Shares
|
—
|
|
|
—
|
|
|
448
|
|
|
(22,460
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,460
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,504
|
|
|
—
|
|
|
13,504
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,727
|
|
|
16,727
|
|
||||||
Balance at December 31, 2017
|
37,270
|
|
|
373
|
|
|
2,558
|
|
|
(100,027
|
)
|
|
272,657
|
|
|
(3,557
|
)
|
|
145,139
|
|
|
314,585
|
|
||||||
Cumulative Effect of Accounting Change (See Note 1)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,178
|
|
|
6,178
|
|
||||||
Balance at January 1, 2018
|
37,270
|
|
|
373
|
|
|
2,558
|
|
|
(100,027
|
)
|
|
272,657
|
|
|
(3,557
|
)
|
|
151,317
|
|
|
320,763
|
|
||||||
Equity-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,869
|
|
|
—
|
|
|
—
|
|
|
23,869
|
|
||||||
Issuance of common stock in connection with employee stock option exercises and RSU vesting
|
498
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
2,450
|
|
|
—
|
|
|
—
|
|
|
2,455
|
|
||||||
Common shares withheld for settlement of taxes in connection with equity-based compensation
|
(150
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(7,266
|
)
|
|
—
|
|
|
—
|
|
|
(7,268
|
)
|
||||||
Payment of Special Dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(104,925
|
)
|
|
(104,925
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,914
|
)
|
|
—
|
|
|
(2,914
|
)
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54,687
|
|
|
54,687
|
|
||||||
Balance at December 31, 2018
|
37,618
|
|
|
376
|
|
|
2,558
|
|
|
(100,027
|
)
|
|
291,710
|
|
|
(6,471
|
)
|
|
101,079
|
|
|
286,667
|
|
||||||
Equity-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,815
|
|
|
—
|
|
|
—
|
|
|
22,815
|
|
||||||
Issuance of common stock in connection with employee stock option exercises and RSU vesting
|
601
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
5,359
|
|
|
—
|
|
|
—
|
|
|
5,365
|
|
||||||
Common shares withheld for settlement of taxes in connection with equity-based compensation
|
(164
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(7,060
|
)
|
|
—
|
|
|
—
|
|
|
(7,061
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
251
|
|
|
—
|
|
|
251
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,108
|
|
|
20,108
|
|
||||||
Balance at December 31, 2019
|
38,055
|
|
|
$
|
381
|
|
|
2,558
|
|
|
$
|
(100,027
|
)
|
|
$
|
312,824
|
|
|
$
|
(6,220
|
)
|
|
$
|
121,187
|
|
|
$
|
328,145
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
20,108
|
|
|
$
|
54,687
|
|
|
$
|
16,727
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
49,915
|
|
|
45,652
|
|
|
35,490
|
|
|||
Deferred taxes
|
(2,025
|
)
|
|
(6,270
|
)
|
|
12,491
|
|
|||
Non-cash equity-based compensation
|
22,815
|
|
|
23,869
|
|
|
24,958
|
|
|||
Settlement of contingent consideration liability in excess of acquisition-date fair value
|
—
|
|
|
—
|
|
|
(6,255
|
)
|
|||
Gain on Sale of Webdam
|
—
|
|
|
(38,613
|
)
|
|
—
|
|
|||
Loss on impairment of long-term investment
|
—
|
|
|
5,881
|
|
|
—
|
|
|||
Bad debt expense
|
84
|
|
|
1,175
|
|
|
1,292
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
(6,169
|
)
|
|
2,641
|
|
|
(10,015
|
)
|
|||
Prepaid expenses and other current and non-current assets
|
4,246
|
|
|
113
|
|
|
(6,734
|
)
|
|||
Accounts payable and other current and non-current liabilities
|
8,360
|
|
|
6,388
|
|
|
12,044
|
|
|||
Contributor royalties payable
|
2,168
|
|
|
3,021
|
|
|
(685
|
)
|
|||
Deferred revenue
|
3,144
|
|
|
3,658
|
|
|
28,724
|
|
|||
Net cash provided by operating activities
|
$
|
102,646
|
|
|
$
|
102,202
|
|
|
$
|
108,037
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(26,081
|
)
|
|
(34,890
|
)
|
|
(55,062
|
)
|
|||
Investment sales, net
|
—
|
|
|
—
|
|
|
55,286
|
|
|||
Acquisitions of businesses, net of cash acquired
|
—
|
|
|
(845
|
)
|
|
(49,571
|
)
|
|||
Proceeds from Sale of Webdam, net
|
2,500
|
|
|
41,804
|
|
|
—
|
|
|||
Other investments / advances
|
—
|
|
|
(15,000
|
)
|
|
(5,087
|
)
|
|||
Acquisition of content
|
(3,344
|
)
|
|
(3,838
|
)
|
|
(2,961
|
)
|
|||
Security deposit (payment) / release
|
(309
|
)
|
|
(58
|
)
|
|
30
|
|
|||
Net cash used in investing activities
|
$
|
(27,234
|
)
|
|
$
|
(12,827
|
)
|
|
$
|
(57,365
|
)
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Proceeds from exercise of stock options
|
5,365
|
|
|
2,454
|
|
|
1,682
|
|
|||
Cash paid related to settlement of employee taxes related to RSU vesting
|
(7,061
|
)
|
|
(7,268
|
)
|
|
(6,848
|
)
|
|||
Cash paid for Special Dividend
|
—
|
|
|
(104,925
|
)
|
|
—
|
|
|||
Settlement of contingent consideration liability
|
—
|
|
|
—
|
|
|
(3,745
|
)
|
|||
Repurchase of treasury shares
|
—
|
|
|
—
|
|
|
(24,977
|
)
|
|||
Net cash used in financing activities
|
$
|
(1,696
|
)
|
|
$
|
(109,739
|
)
|
|
$
|
(33,888
|
)
|
|
|
|
|
|
|
||||||
Effect of foreign exchange rate changes on cash
|
(1,307
|
)
|
|
(2,212
|
)
|
|
12,454
|
|
|||
Net increase / (decrease) in cash, cash equivalents and restricted cash
|
72,409
|
|
|
(22,576
|
)
|
|
29,238
|
|
|||
Cash, cash equivalents and restricted cash, beginning of period
|
233,465
|
|
|
256,041
|
|
|
226,803
|
|
|||
Cash, cash equivalents and restricted cash, end of period
|
$
|
305,874
|
|
|
$
|
233,465
|
|
|
$
|
256,041
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosure of Cash Information:
|
|
|
|
|
|
|
|
|
|||
Cash paid for income taxes
|
$
|
1,902
|
|
|
$
|
580
|
|
|
$
|
4,984
|
|
•
|
Images - consisting of photographs, vectors and illustrations. Images are typically used in visual communications, such as websites, digital and print marketing materials, corporate communications, books, publications and other similar uses.
|
•
|
Footage - consisting of video clips, premium footage filmed by industry experts and cinema grade video effects, available in HD and 4K formats. Footage is often integrated into websites, social media, marketing campaigns and cinematic productions.
|
•
|
Music - consisting of high-quality music tracks and sound effects, which are often used to complement images and footage.
|
|
As of December 31, 2019
|
|
As of December 31, 2018
|
||||
Cash and cash equivalents
|
$
|
303,261
|
|
|
$
|
230,852
|
|
Restricted cash
|
2,613
|
|
|
2,613
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
305,874
|
|
|
$
|
233,465
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Balance, beginning of period
|
$
|
4,697
|
|
|
$
|
4,088
|
|
|
$
|
5,495
|
|
Add: bad debt expense
|
84
|
|
|
1,175
|
|
|
1,292
|
|
|||
Less: write-offs, net of recoveries and other adjustments
|
(1,202
|
)
|
|
(566
|
)
|
|
(2,699
|
)
|
|||
Balance, end of period
|
$
|
3,579
|
|
|
$
|
4,697
|
|
|
$
|
4,088
|
|
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. 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. The volatility is estimated based on historical price volatility of the Company’s 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. The Company determines the dividend yield based on management’s expectations of future dividends. The Company used an expected dividend yield of zero for options granted through 2019.
|
Assets:
|
|
||
Cash and cash equivalents
|
$
|
1,330
|
|
Accounts receivable
|
3,105
|
|
|
Prepaid expenses and other current assets
|
155
|
|
|
Intangible Assets:
|
|
||
Customer relationships
|
3,000
|
|
|
Developed technology
|
2,200
|
|
|
Goodwill
|
46,217
|
|
|
Total assets acquired
|
56,007
|
|
|
Liabilities:
|
|
||
Accrued expenses
|
(279
|
)
|
|
Accounts payable
|
(99
|
)
|
|
Deferred tax liability, net
|
(333
|
)
|
|
Deferred revenue
|
(3,550
|
)
|
|
Total liabilities acquired
|
(4,261
|
)
|
|
Net assets acquired
|
$
|
51,746
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Computer equipment and software
|
$
|
165,950
|
|
|
$
|
148,104
|
|
Furniture and fixtures
|
10,199
|
|
|
10,020
|
|
||
Leasehold improvements
|
19,203
|
|
|
18,822
|
|
||
Property and equipment
|
195,352
|
|
|
176,946
|
|
||
Less: accumulated depreciation
|
(136,518
|
)
|
|
(100,758
|
)
|
||
Property and equipment, net
|
$
|
58,834
|
|
|
$
|
76,188
|
|
|
Goodwill
|
||
Balance as of December 31, 2018
|
$
|
88,576
|
|
Foreign currency translation adjustment
|
398
|
|
|
Balance as of December 31, 2019
|
$
|
88,974
|
|
|
As of December 31, 2019
|
|
|
|
As of December 31, 2018
|
||||||||||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
|
Weighted
Average Life (Years) |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
||||||||||||
Customer relationships
|
$
|
17,729
|
|
|
$
|
(9,294
|
)
|
|
$
|
8,435
|
|
|
9
|
|
$
|
17,360
|
|
|
$
|
(7,135
|
)
|
|
$
|
10,225
|
|
Trade name
|
6,517
|
|
|
(5,941
|
)
|
|
576
|
|
|
7
|
|
6,372
|
|
|
(3,719
|
)
|
|
2,653
|
|
||||||
Developed technology
|
4,841
|
|
|
(4,226
|
)
|
|
615
|
|
|
4
|
|
4,940
|
|
|
(3,712
|
)
|
|
1,228
|
|
||||||
Contributor content
|
23,510
|
|
|
(6,626
|
)
|
|
16,884
|
|
|
10
|
|
19,912
|
|
|
(4,653
|
)
|
|
15,259
|
|
||||||
Patents
|
259
|
|
|
(100
|
)
|
|
159
|
|
|
18
|
|
259
|
|
|
(84
|
)
|
|
175
|
|
||||||
Total
|
$
|
52,856
|
|
|
$
|
(26,187
|
)
|
|
$
|
26,669
|
|
|
|
|
$
|
48,843
|
|
|
$
|
(19,303
|
)
|
|
$
|
29,540
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Compensation
|
$
|
20,776
|
|
|
$
|
15,153
|
|
Non-income taxes
|
10,420
|
|
|
7,885
|
|
||
Royalty tax withholdings
|
1,315
|
|
|
5,618
|
|
||
Other expenses
|
21,353
|
|
|
22,729
|
|
||
Total accrued expenses
|
$
|
53,864
|
|
|
$
|
51,385
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
E-commerce
|
$
|
392,241
|
|
|
$
|
365,730
|
|
|
$
|
332,376
|
|
Enterprise
|
258,282
|
|
|
254,809
|
|
|
208,713
|
|
|||
Other (1)
|
—
|
|
|
2,711
|
|
|
16,022
|
|
|||
Total Revenues (2)
|
$
|
650,523
|
|
|
$
|
623,250
|
|
|
$
|
557,111
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cost of revenue
|
$
|
220
|
|
|
$
|
523
|
|
|
$
|
795
|
|
Sales and marketing
|
1,934
|
|
|
2,218
|
|
|
4,452
|
|
|||
Product development
|
4,737
|
|
|
5,815
|
|
|
6,162
|
|
|||
General and administrative
|
15,924
|
|
|
15,313
|
|
|
13,549
|
|
|||
Total
|
$
|
22,815
|
|
|
$
|
23,869
|
|
|
$
|
24,958
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Stock options
|
$
|
5,721
|
|
|
$
|
6,009
|
|
|
$
|
6,364
|
|
Restricted stock units
|
17,094
|
|
|
17,860
|
|
|
18,594
|
|
|||
Total
|
$
|
22,815
|
|
|
$
|
23,869
|
|
|
$
|
24,958
|
|
|
Plan
Options |
|
Weighted Average
Exercise Price |
|||
Options outstanding at December 31, 2018
|
1,128,564
|
|
|
$
|
54.46
|
|
Options granted
|
83,102
|
|
|
39.07
|
|
|
Options exercised
|
(172,937
|
)
|
|
31.03
|
|
|
Options canceled or expired
|
(49,244
|
)
|
|
50.51
|
|
|
Options outstanding at December 31, 2019
|
989,485
|
|
|
$
|
57.45
|
|
|
|
|
|
|||
Options exercisable at December 31, 2019
|
293,063
|
|
|
$
|
34.37
|
|
|
As of December 31,
|
||||||
|
2019
|
|
2018
|
||||
Stock options outstanding
|
$
|
4,000
|
|
|
$
|
2,500
|
|
Stock options exercisable
|
3,000
|
|
|
1,800
|
|
||
Stock options vested and expected to vest
|
$
|
4,000
|
|
|
$
|
2,500
|
|
|
Year Ended Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Expected term (in years)
|
6.3
|
|
|
6.3
|
|
|
6.2
|
|
|||
Volatility
|
45.4
|
%
|
|
47.8
|
%
|
|
50.0
|
%
|
|||
Risk-free interest rate
|
1.83
|
%
|
|
2.625
|
%
|
|
2.15
|
%
|
|||
Dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
|||
Valuation Data:
|
|
|
|
|
|
|
|
|
|||
Weighted average fair value per share granted
|
$
|
18.05
|
|
|
$
|
23.64
|
|
|
$
|
24.19
|
|
|
Plan
RSUs |
|
Weighted Average
Fair Value |
|||
Non-vested balance at December 31, 2018
|
1,063,325
|
|
|
$
|
44.23
|
|
Units granted
|
864,990
|
|
|
44.72
|
|
|
Units vested
|
(427,743
|
)
|
|
42.27
|
|
|
Units canceled or forfeited
|
(386,893
|
)
|
|
45.17
|
|
|
Non-vested balance at December 31, 2019
|
1,113,679
|
|
|
$
|
45.03
|
|
|
|
|
|
|||
Non-vested and deferred balance at December 31, 2019
|
1,143,088
|
|
|
$
|
45.23
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Foreign currency gain / (loss)
|
$
|
540
|
|
|
$
|
(1,807
|
)
|
|
$
|
2,841
|
|
Impairment of a long-term investment asset
|
—
|
|
|
(5,881
|
)
|
|
—
|
|
|||
Interest income
|
4,221
|
|
|
2,736
|
|
|
891
|
|
|||
Other income / (expense), net
|
$
|
4,761
|
|
|
$
|
(4,952
|
)
|
|
$
|
3,732
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Domestic
|
$
|
25,549
|
|
|
$
|
68,596
|
|
|
$
|
24,558
|
|
Foreign
|
(633
|
)
|
|
(2,483
|
)
|
|
5,523
|
|
|||
Income before income taxes
|
$
|
24,916
|
|
|
$
|
66,113
|
|
|
$
|
30,081
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Current provision (benefit):
|
|
|
|
|
|
|
|
|
|||
Federal
|
$
|
2,824
|
|
|
$
|
7,670
|
|
|
$
|
(4,813
|
)
|
State and local
|
1,127
|
|
|
4,800
|
|
|
112
|
|
|||
Foreign
|
2,882
|
|
|
5,226
|
|
|
5,564
|
|
|||
Deferred provision (benefit):
|
|
|
|
|
|
|
|
|
|||
Federal
|
(2,337
|
)
|
|
(2,901
|
)
|
|
14,578
|
|
|||
State and local
|
(52
|
)
|
|
(164
|
)
|
|
523
|
|
|||
Foreign
|
364
|
|
|
(3,205
|
)
|
|
(2,610
|
)
|
|||
Provision for income taxes
|
$
|
4,808
|
|
|
$
|
11,426
|
|
|
$
|
13,354
|
|
|
Year Ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
U.S. income tax at federal statutory rate
|
21.0
|
%
|
|
21.0
|
%
|
|
35.0
|
%
|
Tax credits
|
(12.6
|
)
|
|
(5.4
|
)
|
|
(4.0
|
)
|
State and local taxes, net of federal benefit
|
1.7
|
|
|
1.9
|
|
|
2.1
|
|
Equity-based compensation
|
2.0
|
|
|
(0.4
|
)
|
|
1.9
|
|
Foreign rate differential
|
0.3
|
|
|
0.5
|
|
|
(2.3
|
)
|
Foreign-derived intangible income deduction
|
(12.0
|
)
|
|
(3.7
|
)
|
|
—
|
|
Uncertain tax positions
|
12.4
|
|
|
3.6
|
|
|
5.2
|
|
Valuation allowance
|
3.9
|
|
|
—
|
|
|
—
|
|
Transition tax related to TCJA
|
—
|
|
|
(0.3
|
)
|
|
2.6
|
|
U.S. Federal rate change related to TCJA
|
—
|
|
|
—
|
|
|
12.4
|
|
Domestic production activities deduction
|
—
|
|
|
—
|
|
|
(9.8
|
)
|
Non-deductible—other
|
2.6
|
|
|
0.1
|
|
|
1.3
|
|
Total provision for income taxes
|
19.3
|
%
|
|
17.3
|
%
|
|
44.4
|
%
|
|
Year Ended
December 31, |
||||||
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
|
|
||
Non-cash equity-based compensation
|
$
|
9,806
|
|
|
$
|
9,383
|
|
Intangible amortization
|
2,252
|
|
|
3,252
|
|
||
Non-income tax accruals
|
2,647
|
|
|
3,087
|
|
||
Lease liabilities
|
12,645
|
|
|
—
|
|
||
Deferred rent
|
—
|
|
|
2,537
|
|
||
Other liabilities
|
6,508
|
|
|
6,523
|
|
||
Gross deferred tax assets
|
33,858
|
|
|
24,782
|
|
||
Valuation allowance
|
(965
|
)
|
|
—
|
|
||
Net deferred tax assets
|
32,893
|
|
|
24,782
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
||
Right-of-use assets
|
(10,125
|
)
|
|
—
|
|
||
Depreciation and amortization
|
(8,381
|
)
|
|
(12,484
|
)
|
||
Net deferred tax assets
|
$
|
14,387
|
|
|
$
|
12,298
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Balance of unrecognized tax benefits at January 1
|
$
|
5,846
|
|
|
$
|
2,966
|
|
|
$
|
1,455
|
|
Gross additions for tax positions for prior years
|
173
|
|
|
332
|
|
|
1,412
|
|
|||
Gross additions for tax positions for current year
|
3,842
|
|
|
3,476
|
|
|
273
|
|
|||
Gross expirations
|
(912
|
)
|
|
(928
|
)
|
|
(174
|
)
|
|||
Balance of unrecognized tax benefits at December 31
|
$
|
8,949
|
|
|
$
|
5,846
|
|
|
$
|
2,966
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
$
|
20,108
|
|
|
$
|
54,687
|
|
|
$
|
16,727
|
|
Shares used to compute basic net income per share
|
35,285
|
|
|
34,935
|
|
|
34,627
|
|
|||
Dilutive potential common shares:
|
|
|
|
|
|
||||||
Stock options and employee stock purchase plan shares
|
83
|
|
|
117
|
|
|
388
|
|
|||
Unvested restricted stock awards
|
213
|
|
|
368
|
|
|
276
|
|
|||
Shares used to compute diluted net income per share
|
35,581
|
|
|
35,420
|
|
|
35,291
|
|
|||
Basic net income per share
|
$
|
0.57
|
|
|
$
|
1.57
|
|
|
$
|
0.48
|
|
Diluted net income per share
|
$
|
0.57
|
|
|
$
|
1.54
|
|
|
$
|
0.47
|
|
|
|
|
|
|
|
||||||
Potentially dilutive shares included in the calculation
|
917
|
|
|
1,285
|
|
|
1,384
|
|
|||
Anti-dilutive shares excluded from the calculation
|
1,202
|
|
|
1,020
|
|
|
1,325
|
|
|
Content
Segment
|
|
Other and Corporate
|
|
Consolidated
|
||||||
December 31, 2019
|
|
|
|
|
|
||||||
Revenue
|
$
|
650,523
|
|
|
$
|
—
|
|
|
$
|
650,523
|
|
Operating Expenses(2)
|
517,122
|
|
|
113,246
|
|
|
630,368
|
|
|||
Income from Operations
|
133,401
|
|
|
(113,246
|
)
|
|
20,155
|
|
|||
December 31, 2018
|
|
|
|
|
|
||||||
Revenue
|
620,539
|
|
|
2,711
|
|
|
623,250
|
|
|||
Operating Expenses(2)
|
490,985
|
|
|
99,813
|
|
|
590,798
|
|
|||
Income from Operations
|
129,554
|
|
|
(97,102
|
)
|
|
32,452
|
|
|||
December 31, 2017
|
|
|
|
|
|
||||||
Revenue (1)
|
541,088
|
|
|
16,023
|
|
|
557,111
|
|
|||
Operating Expenses(2)
|
417,507
|
|
|
113,255
|
|
|
530,762
|
|
|||
Income from Operations
|
$
|
123,581
|
|
|
$
|
(97,232
|
)
|
|
$
|
26,349
|
|
(1)
|
Effective January 1, 2018 the Company adopted ASU 2014-09 using the modified retrospective approach. Historical revenue totals reflect those previously reported and have not been restated.
|
(2)
|
Other and corporate operating expenses include unallocated corporate expenses of approximately $113.2 million, $97.8 million and $96.5 million for the years ended December 31, 2019, 2018, and 2017, respectively. Unallocated corporate expenses primarily relate to shared operational support functions and general and administrative functions of human resources, legal, finance and information technology.
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
North America
|
$
|
228,185
|
|
|
$
|
230,890
|
|
|
$
|
218,865
|
|
Europe
|
217,397
|
|
|
207,634
|
|
|
181,693
|
|
|||
Rest of the world
|
204,941
|
|
|
184,726
|
|
|
156,553
|
|
|||
Total revenue
|
$
|
650,523
|
|
|
$
|
623,250
|
|
|
$
|
557,111
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
North America
|
$
|
51,954
|
|
|
$
|
71,758
|
|
Europe
|
6,541
|
|
|
4,371
|
|
||
Rest of world
|
339
|
|
|
59
|
|
||
Total long-lived tangible assets
|
$
|
58,834
|
|
|
$
|
76,188
|
|
|
|
December 31,
|
||
(in thousands)
|
|
2019
|
||
Right-of-use assets
|
|
$
|
45,453
|
|
|
|
|
||
Lease liabilities, current
|
|
$
|
9,573
|
|
Lease liabilities, non-current
|
|
47,313
|
|
|
Total lease liabilities
|
|
$
|
56,886
|
|
Reconciliation of future undiscounted lease payments to lease liabilities
|
|
Lease Commitments
|
||
Year ending December 31,
|
|
|
||
2020
|
|
10,013
|
|
|
2021
|
|
9,141
|
|
|
2022
|
|
8,032
|
|
|
2023
|
|
6,558
|
|
|
2024
|
|
6,845
|
|
|
Thereafter
|
|
33,368
|
|
|
Total undiscounted lease payments
|
|
73,957
|
|
|
Less: imputed interest
|
|
(17,071
|
)
|
|
Total lease liabilities
|
|
$
|
56,886
|
|
Year Ending December 31,
|
Operating
Leases |
||
2019
|
$
|
9,913
|
|
2020
|
8,762
|
|
|
2021
|
7,493
|
|
|
2022
|
6,829
|
|
|
2023
|
6,082
|
|
|
Thereafter
|
39,481
|
|
|
Total minimum lease payments
|
$
|
78,560
|
|
Year Ending December 31,
|
Other Obligations
|
||
2020
|
$
|
35,757
|
|
2021
|
15,438
|
|
|
2022
|
4,042
|
|
|
2023
|
—
|
|
|
2024
|
—
|
|
|
Thereafter
|
—
|
|
|
Total non-lease unconditional obligations
|
$
|
55,237
|
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
Dec 31, 2019
|
|
Sep 30, 2019
|
|
Jun 30, 2019
|
|
Mar 31, 2019
|
|
Dec 31, 2018
|
|
Sep 30, 2018
|
|
Jun 30, 2018
|
|
Mar 31, 2018
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||||||||||||||
Revenue(1) (2)
|
$
|
166,371
|
|
|
$
|
159,079
|
|
|
$
|
161,741
|
|
|
$
|
163,332
|
|
|
$
|
162,072
|
|
|
$
|
151,575
|
|
|
$
|
156,584
|
|
|
$
|
153,019
|
|
Operating expenses(3):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of revenue
|
71,797
|
|
|
68,635
|
|
|
68,526
|
|
|
69,218
|
|
|
68,829
|
|
|
66,461
|
|
|
67,891
|
|
|
64,490
|
|
||||||||
Sales & marketing
|
47,182
|
|
|
45,614
|
|
|
44,488
|
|
|
44,446
|
|
|
43,034
|
|
|
41,028
|
|
|
42,018
|
|
|
40,368
|
|
||||||||
Product development
|
15,103
|
|
|
13,533
|
|
|
13,594
|
|
|
14,986
|
|
|
11,689
|
|
|
14,032
|
|
|
16,728
|
|
|
16,448
|
|
||||||||
General and administrative
|
26,486
|
|
|
28,114
|
|
|
32,063
|
|
|
26,583
|
|
|
22,881
|
|
|
23,355
|
|
|
24,322
|
|
|
27,224
|
|
||||||||
Total operating expenses
|
160,568
|
|
|
155,896
|
|
|
158,671
|
|
|
155,233
|
|
|
146,433
|
|
|
144,876
|
|
|
150,959
|
|
|
148,530
|
|
||||||||
Income from operations
|
5,803
|
|
|
3,183
|
|
|
3,070
|
|
|
8,099
|
|
|
15,639
|
|
|
6,699
|
|
|
5,625
|
|
|
4,489
|
|
||||||||
Gain on Sale of Webdam
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,613
|
|
||||||||
Other income / (expense), net(4)
|
2,816
|
|
|
465
|
|
|
584
|
|
|
896
|
|
|
1,048
|
|
|
217
|
|
|
(7,019
|
)
|
|
802
|
|
||||||||
Income / (Loss) before income taxes
|
8,619
|
|
|
3,648
|
|
|
3,654
|
|
|
8,995
|
|
|
16,687
|
|
|
6,916
|
|
|
(1,394
|
)
|
|
43,904
|
|
||||||||
Provision / (Benefit) for income tax(5)
|
4,266
|
|
|
(1,286
|
)
|
|
355
|
|
|
1,473
|
|
|
1,774
|
|
|
(531
|
)
|
|
(1,140
|
)
|
|
11,323
|
|
||||||||
Net income
|
$
|
4,353
|
|
|
$
|
4,934
|
|
|
$
|
3,299
|
|
|
$
|
7,522
|
|
|
$
|
14,913
|
|
|
$
|
7,447
|
|
|
$
|
(254
|
)
|
|
$
|
32,581
|
|
Net income per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.12
|
|
|
$
|
0.14
|
|
|
$
|
0.09
|
|
|
$
|
0.21
|
|
|
$
|
0.43
|
|
|
$
|
0.21
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.94
|
|
Diluted
|
$
|
0.12
|
|
|
$
|
0.14
|
|
|
$
|
0.09
|
|
|
$
|
0.21
|
|
|
$
|
0.42
|
|
|
$
|
0.21
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.92
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
35,478
|
|
|
35,309
|
|
|
35,232
|
|
|
35,114
|
|
|
35,047
|
|
|
34,991
|
|
|
34,913
|
|
|
34,784
|
|
||||||||
Diluted
|
35,786
|
|
|
35,541
|
|
|
35,504
|
|
|
35,491
|
|
|
35,421
|
|
|
35,570
|
|
|
34,913
|
|
|
35,318
|
|
(1)
|
The Company has recorded certain immaterial adjustments to its unaudited consolidated financial statements for the correction of errors related to prior periods, as follows: (i) During the third quarter of 2018, to decrease enterprise revenue by approximately $0.8 million; and (ii) During the second quarter of 2018 to increase enterprise revenue by approximately $0.4 million and to increase general and administrative expense by approximately $0.8 million. The Company has concluded that the impact of the adjustments recorded during 2018 but related to prior years is not material to the results of operations or financial position for the periods in which these adjustments were recorded nor any prior period financial statements.
|
(2)
|
Effective January 1, 2018 the Company adopted ASU 2014-09 using the modified retrospective approach. Historical revenue totals reflect those previously reported and have not been restated.
|
(3)
|
Includes non-cash equity-based compensation of $22,815 and $23,869 for the years ended December 31, 2019 and 2018, respectively.
|
(4)
|
Includes charges related to the impairment of a long-term investment asset; 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.
|
(5)
|
Included in the provision for income taxes for the three months ended December 31, 2017 is approximately $3.7 million of non-cash charges related to a remeasurement of deferred tax assets related to the change in U.S. tax rates from 35% to 21% and approximately 0.8 million of cash charges related to a one-time U.S. cash tax for unrepatriated foreign earnings related to the TCJA.
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
|||||||
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
||
2.1
|
|
|
|
S-1/A
|
|
333-181376
|
|
2.1
|
|
October 5, 2012
|
|
2.2
|
|
|
|
S-1/A
|
|
333-181376
|
|
2.2
|
|
October 5, 2012
|
|
3.1
|
|
|
|
S-1/A
|
|
333-181376
|
|
3.2
|
|
June 29, 2012
|
|
3.2
|
|
|
|
S-1/A
|
|
333-181376
|
|
3.4
|
|
September 27, 2012
|
|
4.1
|
|
§**
|
|
|
|
|
|
|
|
|
|
10.1
|
|
§
|
|
S-1/A
|
|
333-181376
|
|
10.1
|
|
August 30, 2012
|
|
10.2
|
|
§
|
|
10-K
|
|
001-35669
|
|
10.2
|
|
February 27, 2015
|
|
10.3
|
|
§
|
|
S-1/A
|
|
333-181376
|
|
10.3
|
|
June 29, 2012
|
|
10.4
|
|
§
|
|
S-1/A
|
|
333-181376
|
|
10.7
|
|
August 30, 2012
|
|
10.5(a)
|
|
§
|
|
S-1/A
|
|
333-181376
|
|
10.8(a)
|
|
September 27, 2012
|
|
10.5(b)
|
|
§
|
|
S-1/A
|
|
333-181376
|
|
10.8(b)
|
|
September 27, 2012
|
|
10.5(c)
|
|
§
|
|
8-K
|
|
001-35669
|
|
N/A
|
|
April 28, 2014
|
|
10.5(d)
|
|
§**
|
|
|
|
|
|
|
|
|
|
10.5(e)
|
|
§**
|
|
|
|
|
|
|
|
|
|
10.6(a)
|
|
§
|
|
8-K
|
|
001-35669
|
|
10.1
|
|
August 6, 2015
|
|
10.6(b)
|
|
§
|
|
10-K
|
|
001-35669
|
|
10.1
|
|
February 27, 2017
|
|
10.6(c)
|
|
§
|
|
8-K
|
|
001-35669
|
|
10.1
|
|
July 3, 2019
|
|
10.7
|
|
|
|
10-Q
|
|
001-35669
|
|
10.1
|
|
May 10, 2013
|
|
10.8
|
|
|
|
10-Q
|
|
001-35669
|
|
10.3
|
|
November 6, 2015
|
|
10.9
|
|
|
|
8-K
|
|
001-35669
|
|
10.1
|
|
January 13, 2016
|
|
10.10
|
|
|
|
10-Q
|
|
001-35669
|
|
10.1
|
|
August 4, 2016
|
|
10.11
|
|
§
|
|
10-K
|
|
001-35669
|
|
10.1
|
|
February 26, 2019
|
|
10.12
|
|
§
|
|
10-Q
|
|
001-35669
|
|
10.5
|
|
May 4, 2016
|
|
10.13
|
|
§
|
|
10-Q
|
|
001-35669
|
|
10.6
|
|
May 4, 2016
|
|
10.14
|
|
§
|
|
10-Q
|
|
001-35669
|
|
10.7
|
|
May 4, 2016
|
|
10.15
|
|
§
|
|
10-Q
|
|
001-35669
|
|
10.4
|
|
August 4, 2016
|
|
10.16
|
|
§
|
|
10-Q
|
|
001-35669
|
|
10.1
|
|
November 4, 2016
|
|
10.17
|
|
§
|
|
10-Q
|
|
001-35669
|
|
10.2
|
|
November 4, 2016
|
|
10.18
|
|
§
|
|
10-Q
|
|
001-35669
|
|
10.3
|
|
November 4, 2016
|
|
10.19
|
|
§
|
|
8-K
|
|
001-35669
|
|
10.1
|
|
March 27, 2019
|
Exhibit
Number
|
|
|
|
Incorporated by Reference
|
|||||||
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
||
10.20(a)
|
|
§
|
|
8-K
|
|
001-35669
|
|
10.1
|
|
August 6, 2019
|
|
10.20(b)
|
|
§
|
|
10-Q
|
|
001-35669
|
|
10.4
|
|
November 5, 2019
|
|
10.21
|
|
§
|
|
10-Q
|
|
001-35669
|
|
10.1
|
|
April 26, 2018
|
|
10.22
|
|
§
|
|
10-Q
|
|
001-35669
|
|
10.2
|
|
November 5, 2019
|
|
10.23
|
|
§
|
|
10-Q
|
|
001-35669
|
|
10.3
|
|
November 5, 2019
|
|
10.24(a)
|
|
§
|
|
10-Q
|
|
001-35669
|
|
10.1
|
|
April 25, 2019
|
|
10.24(b)
|
|
§
|
|
10-Q
|
|
001-35669
|
|
10.1
|
|
November 5, 2019
|
|
10.24(c)
|
|
§**
|
|
|
|
|
|
|
|
|
|
10.25
|
|
§
|
|
8-K
|
|
001-35669
|
|
10.1
|
|
November 18, 2019
|
|
21.1
|
|
**
|
|
|
|
|
|
|
|
|
|
23.1
|
|
**
|
|
|
|
|
|
|
|
|
|
24.1
|
|
**
|
Power of Attorney (included on signature page of this Annual Report on Form 10-K).
|
|
|
|
|
|
|
|
|
31.1
|
|
**
|
|
|
|
|
|
|
|
|
|
31.2
|
|
**
|
|
|
|
|
|
|
|
|
|
32
|
|
#**
|
|
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
|
|
SHUTTERSTOCK, INC.
|
|
Dated: February 13, 2020
|
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 13, 2020
|
Jonathan Oringer
|
|
|
|
|
/s/ JARROD YAHES
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
February 13, 2020
|
Jarrod Yahes
|
|
|
|
|
/s/ STEVEN CIARDIELLO
|
|
Chief Accounting Officer (Principal Accounting Officer)
|
|
February 13, 2020
|
Steven Ciardiello
|
|
|
|
|
/s/ RACHNA BHASIN
|
|
Director
|
|
February 13, 2020
|
Rachna Bhasin
|
|
|
|
|
/s/ DEIRDRE M. BIGLEY
|
|
Director
|
|
February 13, 2020
|
Deirdre M. Bigley
|
|
|
|
|
/s/ JEFF EPSTEIN
|
|
Director
|
|
February 13, 2020
|
Jeff Epstein
|
|
|
|
|
/s/ THOMAS R. EVANS
|
|
Director
|
|
February 13, 2020
|
Thomas R. Evans
|
|
|
|
|
/s/ PAUL J. HENNESSY
|
|
Director
|
|
February 13, 2020
|
Paul J. Hennessy
|
|
|
|
|
•
|
prior to the date of the transaction, the board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
|
•
|
upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding shares owned by persons who are directors and also officers and employee stock plans in which participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
|
•
|
at or subsequent to the date of the transaction, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.
|
1.
|
Section 1(b) is amended and restated to read as follows:
|
2.
|
Section 1(c) is amended and restated to read as follows:
|
3.
|
Section 2(a) is amended and restated to read as follows:
|
4.
|
Section 2(b) is amended and restated to read as follows:
|
5.
|
Section 9(e)(i) is amended and restated to read as follows:
|
1.
|
Section 1(b) is amended and restated to read as follows:
|
2.
|
Section 1(c) is amended and restated to read as follows:
|
1.
|
Section 6(g)(i) is amended and restated to read as follows:
|
Name of Subsidiary
|
|
Jurisdiction
|
Shutterstock Images C.V.
|
|
The Netherlands
|
Shutterstock Netherlands B.V.
|
|
The Netherlands
|
Shutterstock GmbH
|
|
Germany
|
Shutterstock (UK) Ltd.
|
|
United Kingdom
|
Shutterstock International Services EMEA Ltd.
|
|
United Kingdom
|
Rex Features (Holdings) Ltd.
|
|
United Kingdom
|
Rex Features Ltd.
|
|
United Kingdom
|
Shutterstock (France) SAS
|
|
France
|
Shutterstock Hong Kong Ltd.
|
|
Hong Kong
|
Shutterstock Ireland Ltd
|
|
Ireland
|
Shutterstock Italy Srl
|
|
Italy
|
Shutterstock Japan GK
|
|
Japan
|
Shutterstock Brazil Servicos de Imagem Ltda.
|
|
Brazil
|
Shutterstock Canada ULC
|
|
Canada
|
Shutterstock Australia
|
|
Australia
|
Shutterstock Korea Ltd
|
|
Korea
|
Shutterstock Singapore Pte. Ltd.
|
|
Singapore
|
Shutterstock International Services APAC 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(s) 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(s) 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 13, 2020
|
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(s) 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(s) 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 13, 2020
|
By:
|
/s/ Jarrod Yahes
|
|
|
Jarrod Yahes
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Date: February 13, 2020
|
By:
|
/s/ Jonathan Oringer
|
|
|
Jonathan Oringer
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
Date: February 13, 2020
|
By:
|
/s/ Jarrod Yahes
|
|
|
Jarrod Yahes
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|