10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 __________________________________________________________________________________________________ 

FORM 10-Q

 ___________________________________________________________________________________________________ 

(Mark One)

☒   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

For the quarterly period ended June 30, 2023

or

☐         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from          to         

Commission File Number: 001-35669

 _____________________________________________________________________

SHUTTERSTOCK, INC.

(Exact name of registrant as specified in its charter)

 ________________________________________________________

Delaware	80-0812659
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

350 Fifth Avenue, 20th Floor

New York, NY 10118

(Address of principal executive offices, including zip code)

(646) 710-3417

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

 ______________________________________________________________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   ☒ Yes   ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   ☒ Yes   ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.						☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).			☐	Yes	☒	No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of July 28, 2023, 36,078,720 shares of the registrant’s common stock, $0.01 par value per share, were outstanding.

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Shutterstock, Inc.

FORM 10-Q

Table of Contents 

For the Quarterly Period Ended June 30, 2023

		Page No.
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4
	Consolidated Balance Sheets	4
	Consolidated Statements of Operations	5
	Consolidated Statements of Comprehensive Income	6
	Consolidated Statements of Stockholders’ Equity	7
	Consolidated Statements of Cash Flows	8
	Notes to Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	41
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 5.	Other Information	42
Item 6.	Exhibits	42
Signatures		44

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FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, particularly in the discussion under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All statements other than statements of historical fact are forward-looking. Examples of forward-looking statements include, but are not limited to, statements regarding guidance, industry prospects, future business, future results of operations or financial condition, future dividends, future stock performance, our ability to consummate acquisitions and integrate the businesses we have acquired or may acquire into our existing operations, new or planned features, products or services, management strategies and our competitive position. You can identify many forward-looking statements by words such as “may,” “will,” “would,” “should,” “could,” “expects,” “aims,” “anticipates,” “believes,” “estimates,” “intends,” “plans,” “predicts,” “projects,” “seeks,” “potential,” “opportunities” and other similar expressions and the negatives of such expressions. However, not all forward-looking statements contain these words. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from those expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, risks related to the Giphy, Inc. transaction, such as potential litigation; potential business disruption; the impact of transaction costs; our ability to achieve the benefits of the transaction, including monetization; our ability to effectively integrate the acquired operations into our operations; our ability to retain and hire key target personnel; and the effects of any unknown liabilities; as well as those risks discussed under the caption “Risk Factors” in our most recently filed Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission (the “SEC”) on February 14, 2023 (our “2022 Form 10-K”) and in our consolidated financial statements, related notes, and the other information appearing elsewhere in the 2022 Form 10-K, this Quarterly Report on Form 10-Q and our other filings with the SEC. Given these risks and uncertainties, you should not place undue reliance on any forward-looking statements. The forward-looking statements contained in this Quarterly Report on Form 10-Q are made only as of the date hereof, and we do not intend, and, except as required by law, we undertake no obligation to update any forward-looking statements contained herein after the date of this report to reflect actual results or future events or circumstances.

Unless the context otherwise indicates, references in this Quarterly Report on Form 10-Q to the terms “Shutterstock,” “the Company,” “we,” “our” and “us” refer to Shutterstock, Inc. and its subsidiaries. “Shutterstock,” “Shutterstock Editorial,” “Asset Assurance,” “Offset,” “Bigstock,” “Rex Features,” “PremiumBeat,” “TurboSquid,” “PicMonkey,” “Pattern89,” “Shotzr,” “Pond5,” “Splash News,” “Giphy,” “Shutterstock Studios” and “Shutterstock Editor” and their logos are registered trademarks and are the property of Shutterstock, Inc. or one of our subsidiaries. All other trademarks, service marks and trade names appearing in this Quarterly Report on Form 10-Q are the property of their respective owners.

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PART I.     FINANCIAL INFORMATION

Item 1.        Financial Statements.

Shutterstock, Inc.

Consolidated Balance Sheets

(In thousands, except par value amount)

(unaudited)

	June 30,		December 31,
	2023		2022
ASSETS
Current assets:
Cash and cash equivalents	$	87,146	$	115,154
Accounts receivable, net of allowance of $5,641 and $5,830	61,715		67,249
Prepaid expenses and other current assets	124,554		33,268
Total current assets	273,415		215,671
Property and equipment, net	59,434		54,548
Right-of-use assets	17,233		17,593
Intangible assets, net	202,090		173,087
Goodwill	383,045		381,920
Deferred tax assets, net	1,609		16,533
Other assets	67,435		21,832
Total assets	$	1,004,261	$	881,184
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	6,095	$	7,183
Accrued expenses	112,231		89,387
Contributor royalties payable	40,561		38,649
Deferred revenue	207,483		187,070
Debt	30,000		50,000
Other current liabilities	11,195		11,445
Total current liabilities	407,565		383,734
Deferred tax liability, net	17,255		4,465
Lease liabilities	33,382		35,611
Other non-current liabilities	26,552		9,892
Total liabilities	484,754		433,702
Commitments and contingencies (Note 14)
Stockholders’ equity:
Common stock, $0.01 par value; 200,000 shares authorized; 39,884 and 39,605 shares issued and 36,028 and 35,829 shares outstanding as of June 30, 2023 and December 31, 2022, respectively	398		396
Treasury stock, at cost; 3,856 and 3,776 shares as of June 30, 2023 and December 31, 2022, respectively	(204,008)		(200,008)
Additional paid-in capital	402,728		391,482
Accumulated comprehensive loss	(14,131)		(15,439)
Retained earnings	334,520		271,051
Total stockholders’ equity	519,507		447,482
Total liabilities and stockholders’ equity	$	1,004,261	$	881,184

See Notes to Unaudited Consolidated Financial Statements.

4

Shutterstock, Inc.

Consolidated Statements of Operations

(In thousands, except for per share data)

(unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenue	$	208,840	$	206,872	$	424,120	$	406,004
Operating expenses:
Cost of revenue	84,416		77,019		162,579		146,470
Sales and marketing	48,392		54,229		95,919		107,558
Product development	29,218		17,162		44,624		30,788
General and administrative	38,099		33,088		71,914		63,896
Total operating expenses	200,125		181,498		375,036		348,712
Income from operations	8,715		25,374		49,084		57,292
Bargain purchase gain	41,940		—		41,940		—
Other income / (expense), net	726		(2,661)		1,771		(1,903)
Income before income taxes	51,381		22,713		92,795		55,389
Provision for income taxes	1,368		3,268		9,939		9,372
Net income	$	50,013	$	19,445	$	82,856	$	46,017
Earnings per share:
Basic	$	1.39	$	0.54	$	2.31	$	1.27
Diluted	$	1.37	$	0.53	$	2.27	$	1.25
Weighted average common shares outstanding:
Basic	36,047		36,123		35,952		36,213
Diluted	36,406		36,578		36,490		36,890

See Notes to Unaudited Consolidated Financial Statements.

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Shutterstock, Inc.

Consolidated Statements of Comprehensive Income

(In thousands)

(unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income	$	50,013	$	19,445	$	82,856	$	46,017
Foreign currency translation gain / (loss)	(111)		(4,945)		1,308		(5,831)
Other comprehensive income / (loss)	(111)		(4,945)		1,308		(5,831)
Comprehensive income	$	49,902	$	14,500	$	84,164	$	40,186

See Notes to Unaudited Consolidated Financial Statements.

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Shutterstock, Inc.

Consolidated Statements of Stockholders’ Equity

(In thousands)

(unaudited)

							Additional Paid-in Capital		Accumulated Other Comprehensive Income / (Loss)		Retained Earnings
	Common Stock			Treasury Stock
Three Months Ended June 30, 2023	Shares	Amount		Shares	Amount								Total
Balance at March 31, 2023	39,690	$	396	3,776	$	(200,008)	$	395,934	$	(14,020)	$	294,232	$	476,534
Equity-based compensation	—	—		—	—		14,943		—		—		14,943
Issuance of common stock in connection with employee stock option exercises and RSU vesting	317	3		—	—		(3)		—		—		—
Common shares withheld for settlement of taxes in connection with equity-based compensation	(123)	(1)		—	—		(8,146)		—		—		(8,147)
Repurchase of treasury shares	—	—		80	(4,000)		—		—		—		(4,000)
Cash dividends paid	—	—		—	—		—		—		(9,725)		(9,725)
Other comprehensive income	—	—		—	—		—		(111)		—		(111)
Net income	—	—		—	—		—		—		50,013		50,013
Balance at June 30, 2023	39,884	$	398	3,856	$	(204,008)	$	402,728	$	(14,131)	$	334,520	$	519,507
Three Months Ended June 30, 2022
Balance at March 31, 2022	39,352	$	394	3,214	$	(165,465)	$	373,765	$	(11,674)	$	247,403	$	444,423
Equity-based compensation	—	—		—	—		7,044		—		—		7,044
Issuance of common stock in connection with employee stock option exercises and RSU vesting	242	2		—	—		566		—		—		568
Common shares withheld for settlement of taxes in connection with equity-based compensation	(112)	(1)		—	—		(10,441)		—		—		(10,442)
Repurchase of treasury shares	—	—		287	(18,335)		—		—		—		(18,335)
Cash dividends paid	—	—		—	—		—		—		(8,665)		(8,665)
Other comprehensive loss	—	—		—	—		—		(4,945)		—		(4,945)
Net income	—	—		—	—		—		—		19,445		19,445
Balance at June 30, 2022	39,482	$	395	3,501	$	(183,800)	$	370,934	$	(16,619)	$	258,183	$	429,093
Six Months Ended June 30, 2023
Balance at January 1, 2023	39,605	$	396	3,776	$	(200,008)	$	391,482	$	(15,439)	$	271,051	$	447,482
Equity-based compensation	—	—		—	—		23,586		—		—		23,586
Issuance of common stock in connection with employee stock option exercises and RSU vesting	461	4		—	—		(2)		—		—		2
Common shares withheld for settlement of taxes in connection with equity-based compensation	(182)	(2)		—	—		(12,338)		—		—		(12,340)
Repurchase of treasury shares	—	—		80	(4,000)		—		—		—		(4,000)
Cash dividends paid	—	—		—	—		—		—		(19,387)		(19,387)
Other comprehensive loss	—	—		—	—		—		1,308		—		1,308
Net income	—	—		—	—		—		—		82,856		82,856
Balance at June 30, 2023	39,884	$	398	3,856	$	(204,008)	$	402,728	$	(14,131)	$	334,520	$	519,507
Six Months Ended June 30, 2022
Balance at January 1, 2022	39,209	$	392	2,792	$	(127,196)	$	376,537	$	(10,788)	$	229,537	$	468,482
Equity-based compensation	—	—		—	—		14,870		—		—		14,870
Issuance of common stock in connection with employee stock option exercises and RSU vesting	503	5		—	—		563		—		—		568
Common shares withheld for settlement of taxes in connection with equity-based compensation	(230)	(2)		—	—		(21,036)		—		—		(21,038)
Repurchase of treasury shares	—	—		709	(56,604)		—		—		—		(56,604)
Cash dividends paid	—	—		—	—		—		—		(17,371)		(17,371)
Other comprehensive loss	—	—		—	—		—		(5,831)		—		(5,831)
Net income	—	—		—	—		—		—		46,017		46,017
Balance at June 30, 2022	39,482	$	395	3,501	$	(183,800)	$	370,934	$	(16,619)	$	258,183	$	429,093

See Notes to Unaudited Consolidated Financial Statements.

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Shutterstock, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(unaudited)

	Six Months Ended June 30,
	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	82,856	$	46,017
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	38,102		31,575
Deferred taxes	(146)		(3,602)
Non-cash equity-based compensation	23,586		14,869
Bad debt expense	1,025		620
Bargain purchase gain	(41,940)		—
Changes in operating assets and liabilities:
Accounts receivable	5,709		(762)
Prepaid expenses and other current and non-current assets	(29,834)		(1,207)
Accounts payable and other current and non-current liabilities	(4,144)		(28,980)
Contributor royalties payable	1,822		3,713
Deferred revenue	19,553		(2,669)
Net cash provided by operating activities	$	96,589	$	59,574
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(22,870)		(20,797)
Business combination, net of cash acquired	(53,721)		(212,096)
Cash received related to Giphy Retention Compensation	15,752		—
Asset acquisitions	—		(150)
Acquisition of content	(5,252)		(6,999)
Security deposit payment	(37)		(281)
Net cash used in investing activities	$	(66,128)	$	(240,323)
CASH FLOWS FROM FINANCING ACTIVITIES
Repurchase of treasury shares	(4,000)		(56,937)
Proceeds from exercise of stock options	3		568
Cash paid related to settlement of employee taxes related to RSU vesting	(14,545)		(21,038)
Payment of cash dividend	(19,387)		(17,371)
Proceeds from credit facility	30,000		50,000
Repayment of credit facility	(50,000)		—
Payment of debt issuance costs	—		(619)
Net cash used in financing activities	$	(57,929)	$	(45,397)
Effect of foreign exchange rate changes on cash	(540)		(3,825)
Net decrease in cash and cash equivalents	(28,008)		(229,971)
Cash and cash equivalents, beginning of period	115,154		314,017
Cash and cash equivalents, end of period	$	87,146	$	84,046
Supplemental Disclosure of Cash Information:
Cash paid for income taxes	$	6,795	$	12,700
Cash paid for interest	429		90

See Notes to Unaudited Consolidated Financial Statements.

8

Shutterstock, Inc.

Notes to Consolidated Financial Statements 

(unaudited)

(1) Summary of Operations and Significant Accounting Policies

Summary of Operations

Shutterstock, Inc. (the “Company” or “Shutterstock”) is a premier partner for transformative brands, digital media and marketing companies. The Company’s platform brings together users and contributors of content by providing readily-searchable content that our customers pay to license and by compensating contributors as their content is licensed. Contributors upload their content to the Company’s web properties in exchange for royalty payments based on customer download activity. Beyond content, customers also leverage the Company’s platform to assist with the entire creative process from ideation through creative execution.

The Company’s key content offerings include:

•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.

•3 Dimensional (“3D”) Models - consisting of 3D models, used in a variety of industries such as advertising, media and video production, gaming, retail, education, design and architecture.

Basis of Presentation

The unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all information and footnotes required by GAAP for complete financial statements.

The interim Consolidated Balance Sheet as of June 30, 2023, and the Consolidated Statements of Operations, Comprehensive Income and Stockholders’ Equity for the three and six months ended June 30, 2023 and 2022, and the Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022 are unaudited. The Consolidated Balance Sheet as of December 31, 2022, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures required by GAAP. These unaudited interim financial statements have been prepared on a basis consistent with the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, which include all normal recurring adjustments necessary to fairly state the Company’s financial position as of June 30, 2023, and its consolidated results of operations, comprehensive income, stockholders’ equity and cash flows for the three and six months ended June 30, 2023 and 2022. The financial data and the other financial information disclosed in the notes to the financial statements related to these periods are also unaudited. The results of operations for the six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2023 or for any other future annual or interim period.

These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K, which was filed with the SEC on February 14, 2023. The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain immaterial changes in presentation have been made to conform the prior period presentation to current period reporting.

9

Shutterstock, Inc.

Notes to Consolidated Financial Statements 

(unaudited)

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements. Actual results could differ from those estimates. Such estimates include, but are not limited to, the determination of the allowance for doubtful accounts, the volume of expected unused licenses for our subscription-based products, the assessment of recoverability of property and equipment, the fair value of acquired goodwill and intangible assets, the amount of non-cash equity-based compensation, the assessment of recoverability of deferred tax assets, the measurement of income tax and contingent non-income tax liabilities and the determination of the incremental borrowing rate used to calculate the lease liability.

Cash and Cash Equivalents

The Company’s cash and cash equivalents consist primarily of bank deposits.

Accounts Receivable and Allowance for Doubtful Accounts

The Company’s accounts receivable consists of customer obligations due under normal trade terms, carried at their face value less an allowance for doubtful accounts, if required. The Company determines its allowance for doubtful accounts and credit losses based on an evaluation of (i) the aging of its accounts receivable considering historical receivables loss rates, (ii) on a customer-by-customer basis, where appropriate, and (iii) the economic environments in which the Company operates.

During the six months ended June 30, 2023, the Company recorded bad debt expense of $1.0 million. As of June 30, 2023 and December 31, 2022, the Company’s allowance for doubtful accounts was approximately $5.6 million and $5.8 million, respectively. The allowance for doubtful accounts is included as a reduction of accounts receivable on the Consolidated Balance Sheets.

The Company has certain customer arrangements that contain financing elements. Interest income earned from these financing receivables is recorded on the effective interest method and is included within interest income on the Consolidated Statements of Operations. As of June 30, 2023, approximately $14.6 million of financing receivables were included in Accounts receivable on the Consolidated Balance Sheets.

In addition, as of June 30, 2023 and December 31, 2022, one customer accounted for approximately 15% and 22% of the accounts receivable balance, respectively. No other customers accounted for or exceeded 10% of the accounts receivable balance at these dates.

Chargeback and Sales Refund Allowance

The Company establishes a chargeback allowance and sales refund reserve allowance based on factors surrounding historical credit card chargeback trends, historical sales refund trends and other information. As of June 30, 2023 and December 31, 2022, the Company’s combined allowance for chargebacks and sales refunds was $0.4 million, which was included as a component of other current liabilities on the Consolidated Balance Sheets.

Revenue Recognition

The majority of the Company’s revenue is earned from the license of content. Content licenses are generally purchased on a monthly or annual basis, whereby a customer pays for a predetermined quantity of content that may be downloaded over a specific period of time, or, on a transactional basis, whereby a customer pays for individual content licenses at the time of download. The Company also generates revenue from tools made available through the Company’s platform.

For contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation based on a relative standalone selling price. The standalone selling price is determined based on the price at which the performance obligation is sold separately, or if not observable through past transactions, is estimated taking into account available information including internally approved pricing guidelines and pricing information of comparable products.

The Company recognizes revenue upon the satisfaction of performance obligations. The Company recognizes revenue on both its subscription-based and transaction-based products when content is downloaded by a customer, at which time the license is provided. In addition, the Company estimates expected unused licenses for subscription-based products and recognizes the revenue associated with the unused licenses as digital content is downloaded and licenses are obtained for such content by the customer during the subscription period. The estimate of unused licenses is based on historical download activity and future changes in the estimate could impact the timing of revenue recognition of the Company’s subscription products. For revenue associated with tools available through the Company’s platform, revenue is recognized on a straight-line basis over the

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Shutterstock, Inc.

Notes to Consolidated Financial Statements 

(unaudited)

subscription period. The Company expenses contract acquisition costs as incurred, to the extent that the amortization period would otherwise be one year or less.

Collectability is probable at the time the electronic order or contract is entered. A significant portion of the Company’s customers purchase products by making electronic payments with a credit card at the time of the transaction. Customer payments received in advance of revenue recognition are contract liabilities and are recorded as deferred revenue. Customers that do not pay in advance are invoiced and are required to make payments under standard credit terms. Collectability for customers who pay on credit terms allowing for payment beyond the date at which service commences, is based on a credit evaluation for certain new customers and transaction history with existing customers. 

The Company recognizes revenue gross of contributor royalties because the Company is the principal in the transaction as it is the party responsible for the performance obligation and it controls the product or service before transferring it to the customer. The Company also licenses content to customers through third-party resellers. Third-party resellers sell the Company’s products directly to customers as the principal in those transactions. Accordingly, the Company recognizes revenue net of costs paid to resellers.

(2) Fair Value Measurements and Long-term Investments

Fair Value Measurements

The Company had no assets or liabilities requiring fair value hierarchy disclosures as of June 30, 2023 or December 31, 2022, except as noted below.

Other Fair Value Measurements

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature of these instruments. Debt consists of principal amounts outstanding under our credit facility, which approximates fair value as underlying interest rates are reset regularly based on current market rates and is classified as Level 2. The Company’s non-financial assets, which include long-lived assets, intangible assets and goodwill, are not required to be measured at fair value on a recurring basis. However, if the Company is required to evaluate a non-financial asset for impairment, whether due to certain triggering events or because annual impairment testing is required, a resulting asset impairment would require that the non-financial asset be recorded at fair value.

Long-term Investments

As of June 30, 2023 and December 31, 2022, the Company’s long-term investments were in equity securities with no readily determinable fair value, totaled $20.0 million, and were reported within other assets on the Consolidated Balance Sheets. The Company uses the measurement alternative for these equity investments and their carrying value is reported at cost, adjusted for impairments or any observable price changes in ordinary transactions with identical or similar investments.

On a quarterly basis, the Company evaluates the carrying value of its long-term investments for impairment, which includes an assessment of revenue growth, earnings performance, working capital and general market conditions. As of June 30, 2023, no adjustments to the carrying values of the Company’s long-term investments were identified as a result of this assessment. Changes in performance negatively impacting operating results and cash flows of these investments could result in the Company recording an impairment charge in future periods.

(3) Acquisitions

Giphy, Inc.

On May 22, 2023, the Company entered into a Stock Purchase Agreement with Meta Platforms, Inc. (“Meta”) dated May 22, 2023 (the “Purchase Agreement”). On June 23, 2023, the Company completed its acquisition of all of the outstanding shares of Giphy, Inc. (“Giphy”) from Meta. The consideration payable by the Company pursuant to the Purchase Agreement is $53 million in net cash, in addition to cash acquired, assumed debt and other working capital adjustments. The consideration was paid with existing cash on hand. Giphy is a New York-based company that operates a collection of GIFs and stickers that supplies casual conversational content. The Company believes its acquisition of Giphy extends Shutterstock’s audience touchpoints beyond primarily professional marketing and advertising use cases and expands into casual conversations.

11

Shutterstock, Inc.

Notes to Consolidated Financial Statements 

(unaudited)

In January 2023, the United Kingdom Competition and Markets Authority (the “CMA”) issued its final order requiring Meta to divest its ownership of Giphy, which Meta acquired in 2020. In connection with the closing of the acquisition, whose terms were preapproved by the CMA, the Company and Meta entered into a transitional services agreement (the “TSA”) pursuant to which Meta is responsible for certain costs related to retention of Giphy employees, including (i) recurring salary, bonus, and benefits through August 2024, which would be $35.6 million if all employees are retained through August 2024, and (ii) nonrecurring items, totaling $87.9 million, comprised of one-time employment inducement bonuses and the cash value of unvested Meta equity awards (the “Giphy Retention Compensation”).

The Giphy Retention Compensation will be paid to the individuals for being employees of the Company subsequent to the completion of the acquisition. Accordingly, it was determined that the payments by the Company are for future service requirements and will be reflected as operating expenses, less any amounts earned by the employees prior to the acquisition, in the Company’s Statements of Operations as incurred. The Giphy Retention Compensation is reflected as a reduction of the purchase price and has been funded into an escrow account.

The Giphy purchase price will result in net cash to be received by the Company, is as follows:

	Purchase Price
Purchase price	$	53,000
Cash acquired and other working capital adjustments	4,750
Cash paid on closing	$	57,750
Fair value of Giphy Retention Compensation contingent consideration1	(98,723)
Fair value of consideration attributable to pre-combination service2	34,972
Net purchase price	$	(6,001)

1 - This amount consists of $123.5 million of Giphy Retention Compensation, adjusted for $18.9 million of income tax obligations associated with the receipt of the Giphy Retention Compensation and $5.9 million for the time value of money.

2 - Relates to the cash value of replaced unvested Meta equity awards attributable to pre-combination services.

Upon closing of the acquisition, the Company also entered into an agreement with Meta whereby the Company will provide Meta with Giphy content through API services for a period of two years. The Company allocated and deferred $30 million of the business combination proceeds to this agreement, which will be recognized as revenue as services are provided.

The identifiable intangible assets, which include developed technology and the trade name have weighted average useful lives of approximately 4.0 years and 15.0 years, respectively. The fair value of the developed technology was determined using the cost to recreate method, and the fair value of the trade name was determined using the relief-from-royalty method.

The Giphy transaction was accounted for using the acquisition method and, accordingly, the results of the acquired business has been included in the Company’s results of operations from the acquisition date. The fair value of consideration transferred in this business combination has been allocated to the intangible and tangible assets acquired and liabilities assumed at the acquisition date, with the excess of the fair value of the net assets acquired over the net consideration received recorded as a bargain purchase gain. The identifiable intangible assets of these acquisitions are being amortized on a straight-line basis.

12

Shutterstock, Inc.

Notes to Consolidated Financial Statements 

(unaudited)

The aggregate purchase price for this acquisition has been allocated to the assets acquired and liabilities assumed as follows (in thousands):

Assets acquired and liabilities assumed:	Giphy1
Cash and cash equivalents	$	4,030
Prepaid expenses and other current assets	1,416
Right of use assets	1,243
Intangible assets:
Trade name	21,000
Developed technology	21,500
Intangible assets	42,500
Other assets	1,647
Total assets acquired	$	50,836
Accounts payable, accrued expenses and other liabilities	(4,949)
Deferred tax liability	(8,858)
Lease liability	(1,090)
Total liabilities assumed	(14,897)
Net assets acquired	$	35,939
Net purchase price	(6,001)
Bargain purchase gain	$	41,940

1 - The measurement and allocation of the purchase price is preliminary and will be finalized within the allowable measurement period once the Company finalizes its assessment of fair value of intangible assets, income tax balances and other assets acquired and liabilities assumed.

The Company recognized a non-taxable bargain purchase gain of $41.9 million, representing the excess of the fair value of the net assets acquired in addition to the net consideration to be received from Meta. The bargain purchase gain is the result of the CMA’s regulatory order requiring Meta’s divestiture of Giphy and the Giphy Retention Compensation payments. In connection with the acquisition, the Company incurred approximately $3.0 million of transaction costs, which is included in general and administrative expenses on the Consolidated Statements of Operations.

As of June 30, 2023, Shutterstock’s receivable of $101.9 million, is against an escrow fully funded by Meta. $71.7 million and $30.2 million are included within Prepaid expenses and other current assets and Other assets, respectively, on the Consolidated Balance Sheet.

2022 Acquisitions

Pond5, Inc.

On May 11, 2022, the Company completed its acquisition of all of the outstanding shares of Pond5, for approximately $218.0 million. The total purchase price was paid with existing cash on hand as well as a $50 million drawdown on the Company’s revolving credit facility. In connection with the acquisition, the Company incurred approximately $4.0 million of transaction costs, which is included in general and administrative expenses on the Consolidated Statements of Operations.

Pond5 is a New York based company that operates a video-first content marketplace for royalty-free and editorial video. The Company believes its acquisition of this video-first content marketplace provides expanded offerings across footage, image and music.

The identifiable intangible assets, which include customer relationships, developed technology and trade names have weighted average useful lives of approximately 14.2 years, 5 years and 10 years, respectively. The goodwill arising from the transaction is primarily attributable to expected operational synergies and is not deductible for income tax purposes.

13

Shutterstock, Inc.

Notes to Consolidated Financial Statements 

(unaudited)

Splash News

On May 28, 2022, the Company completed its acquisition of all of the outstanding shares of Splash News, for approximately $6.3 million. The total purchase price was paid with existing cash on hand. In connection with the acquisition, the Company incurred approximately $0.3 million of transaction costs, which is included in general and administrative expenses on the Consolidated Statements of Operations.

Splash News is a United Kingdom based entertainment news network and is a source for image and video content across celebrity, red carpet and live events. The Company believes this acquisition expands Shutterstock Editorial’s Newsroom offering for access to premium exclusive content.

The identifiable intangible asset, developed technology, has a useful life of approximately 4 years. The goodwill arising from the transaction is primarily attributable to expected operational synergies and is not deductible for income tax purposes.

The Pond5 and Splash News transactions were accounted for using the acquisition method and, accordingly, the results of the acquired businesses have been included in the Company’s results of operations from the respective acquisition dates. The fair value of consideration transferred in these business combinations has been allocated to the intangible and tangible assets acquired and liabilities assumed at the acquisition date, with the remaining unallocated amount recorded as goodwill. The identifiable intangible assets of these acquisitions are being amortized on a straight-line basis. The fair value of the customer relationships was determined using a variation of the income approach known as the multiple-period excess earnings method. The fair value of the trade name was determined using the relief-from-royalty method, and the fair value of the developed technology was determined using the relief-from-royalty and the cost to recreate methods.

The aggregate purchase price for these acquisitions has been allocated to the assets acquired and liabilities assumed as follows (in thousands):

Assets acquired and liabilities assumed:	Pond51		Splash News		Total
Cash and cash equivalents	$	11,675	$	180	$	11,855
Accounts receivable	1,273		500		$	1,773
Other assets	1,102		525		1,627
Right of use asset	1,674		—		1,674
Intangible assets:
Customer relationships	34,900		—		34,900
Trade name	5,300		—		5,300
Developed technology	27,600		1,263		28,863
Intangible assets	67,800		1,263		69,063
Goodwill	158,957		5,565		164,522
Total assets acquired	$	242,481	$	8,033	$	250,514
					—
Accounts payable, accrued expenses and other liabilities	(9,304)		(1,528)		(10,832)
Contributor royalties payable	(3,039)				(3,039)
Deferred revenue	(3,705)		—		(3,705)
Deferred tax liability	(6,381)		(189)		(6,570)
Lease liability	(2,038)		—		(2,038)
Total liabilities assumed	(24,467)		(1,717)		(26,184)
Net assets acquired	$	218,014	$	6,316	$	224,330

____________________________________________________

1 During the three months ended September 30, 2022, the Company updated its preliminary allocation of the Pond5 purchase price to the assets acquired and liabilities assumed. This resulted in a (i) $4.0 million increase to goodwill, (ii) a $4.1 million decrease to intangible assets, including a $7.0 million decrease to the value of customer relationships, partially offset by a $2.3 million increase to the value of the developed technology, and (iii) other immaterial adjustments.

14

Shutterstock, Inc.

Notes to Consolidated Financial Statements 

(unaudited)

Pro-Forma Financial Information (unaudited)

The following unaudited pro forma consolidated financial information (in thousands) reflects the results of operations of the Company for the three and six months ended June 30, 2023 and 2022, respectively, as if the Giphy acquisition had been completed on January 1, 2022 and as if the Pond5 and Splash News acquisitions had been completed on January 1, 2021, after giving effect to certain purchase accounting adjustments, primarily related to bargain purchase gain, Giphy Retention Compensation - non-recurring, intangible assets and transaction costs. These pro forma results have been prepared for comparative purposes only and are based on estimates and assumptions that have been made solely for purposes of developing such pro forma information and are not necessarily indicative of what the Company’s operating results would have been, had the acquisitions actually taken place at the beginning of the previous annual period.

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenue
As Reported	$	208,840	$	206,872	$	424,120	$	406,004
Pro Forma	213,840		218,452		434,120		436,287
Income before income taxes
As Reported	$	51,381	$	22,713	$	92,795	$	55,389
Pro Forma	15,511		9,318		42,137		48,686

(4) Property and Equipment

Property and equipment is summarized as follows (in thousands):

	As of June 30, 2023		As of December 31, 2022
Computer equipment and software	$	284,099	$	261,067
Furniture and fixtures	10,637		10,328
Leasehold improvements	18,921		18,635
Property and equipment	313,657		290,030
Less accumulated depreciation	(254,223)		(235,482)
Property and equipment, net	$	59,434	$	54,548

Depreciation expense related to property and equipment was $9.1 million and $8.3 million for the three months ended June 30, 2023 and 2022, respectively, and $18.2 million and $16.3 million for the six months ended June 30, 2023 and 2022, respectively. Cost of revenues included depreciation expense of $8.7 million and $7.5 million for the three months ended June 30, 2023 and 2022, respectively, and $17.3 million and $14.7 million for the six months ended June 30, 2023 and 2022, respectively. General and administrative expense included depreciation expense of $0.4 million and $0.8 million for the three months ended June 30, 2023 and 2022, respectively, and $0.9 million and $1.6 million for the six months ended June 30, 2023 and 2022, respectively.

Capitalized Internal-Use Software

The Company capitalized costs related to the development of internal-use software of $11.3 million and $10.6 million for the three months ended June 30, 2023 and 2022, respectively, and $21.6 million and $20.1 million for the six months ended June 30, 2023 and 2022, respectively. Capitalized amounts are included as a component of property and equipment under computer equipment and software on the Consolidated Balance Sheets.

The portion of total depreciation expense related to capitalized internal-use software was $8.4 million and $7.2 million for the three months ended June 30, 2023 and 2022, respectively, and $16.8 million and $14.0 million for the six months ended June 30, 2023 and 2022, respectively. Depreciation expense related to capitalized internal-use software is included in cost of revenue in the Consolidated Statements of Operations.

15

Shutterstock, Inc.

Notes to Consolidated Financial Statements 

(unaudited)

As of June 30, 2023 and December 31, 2022, the Company had capitalized internal-use software of $54.9 million and $50.1 million, respectively, net of accumulated depreciation, which was included in property and equipment, net.

(5) Goodwill and Intangible Assets

Goodwill

The Company’s goodwill balance is attributable to its Content reporting unit and is tested for impairment annually on October 1 or upon a triggering event. No triggering events were identified during the six months ended June 30, 2023.

The following table summarizes the changes in the Company’s goodwill balance during the six months ended June 30, 2023 (in thousands):

	Goodwill
Balance as of December 31, 2022	$	381,920
Foreign currency translation adjustment	1,125
Balance as of June 30, 2023	$	383,045

Intangible Assets

Intangible assets consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands):

	As of June 30, 2023							As of December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Life (Years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortizing intangible assets:
Customer relationships	$	89,952	$	(23,262)	$	66,690	12	$	88,996	$	(19,168)	$	69,828
Trade name	37,864		(8,014)		29,850		12	16,588		(7,209)		9,379
Developed technology	117,561		(47,945)		69,616		4	94,872		(35,288)		59,584
Contributor content	59,747		(23,916)		35,831		8	54,284		(20,098)		34,186
Patents	259		(156)		103		18	259		(149)		110
Total	$	305,383	$	(103,293)	$	202,090		$	254,999	$	(81,912)	$	173,087

Amortization expense was $10.1 million and $8.2 million for the three months ended June 30, 2023 and 2022, respectively, and $19.9 million and $15.3 million for the six months ended June 30, 2023 and 2022, respectively. Cost of revenue included amortization expense of $9.4 million and $7.6 million for the three months ended June 30, 2023 and 2022, respectively, and $18.6 million and $14.2 million for the six months ended June 30, 2023 and 2022, respectively. General and administrative expense included amortization expense of $0.7 million and $0.6 million for the three months ended June 30, 2023 and 2022, respectively, and $1.3 million and $1.1 million for the six months ended June 30, 2023 and 2022, respectively.

The Company determined that there was no indication of impairment of the intangible assets for any period presented. Estimated amortization expense is: $23.2 million for the remaining six months of 2023, $39.6 million in 2024, $29.1 million in 2025, $26.8 million in 2026, $17.9 million in 2027, $12.6 million in 2028 and $53.0 million thereafter.

16

Shutterstock, Inc.

Notes to Consolidated Financial Statements 

(unaudited)

(6) Accrued Expenses 

Accrued expenses consisted of the following (in thousands):

	As of June 30, 2023		As of December 31, 2022
Compensation	$	58,246	$	40,314
Non-income taxes	22,411		24,390
Website hosting and marketing fees	8,507		6,608
Other expenses	23,067		18,075
Total accrued expenses	$	112,231	$	89,387

(7) Debt

On May 6, 2022, the Company entered into a five-year $100 million unsecured revolving loan facility (the “Credit Facility”) with Bank of America, N.A., as Administrative Agent and other lenders. The Credit Facility includes a letter of credit sub-facility and a swingline facility and it also permits, subject to the satisfaction of certain conditions, up to $100 million of additional revolving loan commitments with the consent of the Administrative Agent.

At the Company’s option, revolving loans accrue interest at a per annum rate based on either (i) the base rate plus a margin ranging from 0.125% to 0.500%, determined based on the Company’s consolidated leverage ratio or (ii) the Term Secured Overnight Financing Rate (“SOFR”) (for interest periods of 1, 3 or 6 months) plus a margin ranging from 1.125% to 1.5%, determined based on the Company’s consolidated leverage ratio. The Company is also required to pay an unused commitment fee ranging from 0.150% to 0.225%, determined based on the Company’s consolidated leverage ratio. In connection with the execution of this agreement, the Company paid debt issuance costs of approximately $0.6 million.

As of June 30, 2023 and December 31, 2022, the Company had $30 million and $50 million, respectively, of outstanding borrowings under the Credit Facility. As of June 30, 2023, the Company had a remaining borrowing capacity of $68 million, net of standby letters of credit. For the three and six months ended June 30, 2023, the Company recognized interest expense of $0.5 million and $0.7 million, respectively.

The Credit Facility contains financial covenants and requirements restricting certain of the Company’s activities, which are usual and customary for this type of credit facility. The Company is also required to maintain compliance with a consolidated leverage ratio and a consolidated interest coverage ratio, in each case, determined in accordance with the terms of the Credit Facility. As of June 30, 2023, the Company was in compliance with these covenants.

(8) Stockholders’ Equity and Equity-Based Compensation

Stockholders’ Equity

Common Stock

The Company issued approximately 194,000 and 130,000 shares of common stock during the three months ended June 30, 2023 and 2022, respectively, related to the exercise of stock options and the vesting of Restricted Stock Units.

Treasury Stock

In October 2015, the Company’s Board of Directors approved a share repurchase program (the “2015 Share Repurchase Program”), authorizing the Company to repurchase up to $100 million of its common stock. In February 2017, the Company’s Board of Directors approved an increase to the share repurchase program, authorizing the Company to repurchase up to an additional $100 million of its outstanding common stock. As of December 31, 2022, the Company had fully utilized its authorization for repurchases under the 2015 Share Repurchase Program.

In June 2023, the Company’s Board of Directors approved a share repurchase program (the “2023 Share Repurchase Program”), authorizing the Company to purchase up to $100 million of its common stock.

17

Shutterstock, Inc.

Notes to Consolidated Financial Statements 

(unaudited)

The Company expects to fund future repurchases, if any, through a combination of cash on hand, cash generated by operations and future financing transactions, if appropriate. Accordingly, the share repurchase program is subject to the Company having available cash to fund repurchases. Under the share repurchase program, management is authorized to purchase shares of the Company’s common stock from time to time through open market purchases or privately negotiated transactions at prevailing prices as permitted by securities laws and other legal requirements, and subject to market conditions and other factors.

During the three and six months ended June 30, 2023, the Company repurchased approximately 80,400 shares of its common stock at an average cost of $49.78 under the 2023 Share Repurchase Program. During the three and six months ended June 30, 2022, the Company repurchased approximately 286,700 and 708,700 shares of its common stock at an average cost of $63.95 and $79.87, respectively, under the 2015 Share Repurchase Program.

Dividends

The Company declared and paid cash dividends of $0.27 and $0.54 per share of common stock, or $9.7 million and $19.4 million during the three and six months ended June 30, 2023, respectively, and $0.24 and $0.48 per share of common stock, or $8.7 million and $17.4 million, during the three and six months ended June 30, 2022, respectively.

On July 17, 2023, the Company’s Board of Directors declared a quarterly cash dividend of $0.27 per share of outstanding common stock payable on September 14, 2023 to stockholders of record at the close of business on August 31, 2023. Future declarations of dividends are subject to the final determination of the Board of Directors, and will depend on, among other things, the Company’s future financial condition, results of operations, capital requirements, capital expenditure requirements, contractual restrictions, anticipated cash needs, business prospects, provisions of applicable law and other factors the Board of Directors may deem relevant.

Equity-Based Compensation

The Company recognizes stock-based compensation expense for all equity-based compensation awards, including employee Restricted Stock Units and Performance-based Restricted Stock Units (“PRSUs” and, collectively with Restricted Stock Units, “RSUs”) and stock options, based on the fair value of each award on the grant date. Awards granted prior to June 1, 2022 were granted under the Company’s Amended and Restated 2012 Omnibus Equity Incentive Plan (the “2012 Plan”). At the Annual Meeting held on June 2, 2022, the Company’s stockholders approved the 2022 Omnibus Equity Incentive Plan (the “2022 Plan”). Awards granted subsequent to June 2, 2022 were granted under the 2022 Plan.

The following table summarizes non-cash equity-based compensation expense, net of forfeitures, by financial statement line item included in the accompanying Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022 (in thousands): 

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Cost of revenue	$	306	$	156	$	490	$	234
Sales and marketing	2,487		1,629		3,091		2,557
Product development	4,221		2,557		6,669		4,338
General and administrative	7,929		2,701		13,336		7,740
Total	$	14,943	$	7,043	$	23,586	$	14,869

For the three and six months ended June 30, 2023 and 2022, substantially all of the Company’s non-cash equity-based compensation expense related to RSUs.

Stock Option Awards

During the six months ended June 30, 2023, no options to purchase shares of its common stock were granted. As of June 30, 2023, there were approximately 303,000 options vested and exercisable with a weighted average exercise price of $34.54.

18

Shutterstock, Inc.

Notes to Consolidated Financial Statements 

(unaudited)

Restricted Stock Unit Awards

During the six months ended June 30, 2023, the Company had RSU grants, net of forfeitures, of approximately 965,000. As of June 30, 2023, there are approximately 2,225,000 non-vested RSUs outstanding with a weighted average grant-date fair value of $69.87. As of June 30, 2023, the total unrecognized non-cash equity-based compensation expense related to the non-vested RSUs was approximately $116.5 million, which is expected to be recognized through 2027.

During the six months ended June 30, 2023 and 2022, shares of common stock with an aggregate value of $12.3 million and $21.0 million were withheld upon vesting of RSUs and paid in connection with related remittance of employee withholding taxes to taxing authorities.

(9) Revenue

The Company distributes its products through two primary channels:

E-commerce: The majority of the Company’s customers license content directly through the Company’s self-service web properties. E-commerce customers have the flexibility to purchase subscription-based plans that are paid on a monthly or annual basis. Customer are also able to license content on a transactional basis. These customers generally license content under the Company’s 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.

Enterprise: The Company also has a base of customers with unique content, licensing and workflow needs. These customers benefit from communication with dedicated sales professionals, 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 the e-commerce platform.

The Company’s revenues by distribution channel for the three and six months ended June 30, 2023 and 2022 are as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
E-commerce	$	111,903	$	127,388	$	231,657	$	254,458
Enterprise	96,937		79,484		192,463		151,546
Total Revenue	$	208,840	$	206,872	$	424,120	$	406,004

Deferred revenue reported on the balance sheet represents unfulfilled performance obligations for which the Company has either received payment or has outstanding receivables. The June 30, 2023 deferred revenue balance will be earned as content is downloaded or upon the expiration of subscription-based products, and nearly all is expected to be earned within the next twelve months. $126.5 million of total revenue recognized for the six months ended June 30, 2023 was reflected in deferred revenue as of December 31, 2022. In addition, as of June 30, 2023, the Company has approximately $74.5 million of contracted but unsatisfied performance obligations relating primarily to our computer vision offering, which are not included as a component of deferred revenue and that the Company expects to recognize over a five year period.

19

Shutterstock, Inc.

Notes to Consolidated Financial Statements 

(unaudited)

(10) Other Income / (Expense), net

The following table presents a summary of the Company’s other income and expense activity included in the accompanying Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022 (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Foreign currency gain	$	551	$	(2,495)	$	1,662	$	(1,761)
Interest expense	(493)		(205)		(724)		(205)
Interest income and other	668		39		833		63
Total other income / (expense)	$	726	$	(2,661)	$	1,771	$	(1,903)

(11) Income Taxes

The Company’s effective tax rates yielded a net expense of 2.7% and 14.4% for the three months ended June 30, 2023 and 2022, respectively, and a net expense of 10.7% and 16.9% for the six months ended June 30, 2023 and 2022, respectively.

During the three months ended June 30, 2023, the net effect of discrete items decreased the effective tax rate by 13.6%. For the six months ended June 30, 2023, the net effect of discrete items decreased the effective tax rate by 7.1%. The discrete items for the three and six months ended June 30, 2023, primarily relate to the non-taxable bargain purchase gain associated with the acquisition of Giphy. Excluding discrete items, the Company’s effective tax rate would have been 16.3% and 17.8% for the three and six months ended June 30, 2023, respectively.

During the three months ended June 30, 2022, the net effect of discrete items decreased the effective tax rate by 4.9%. For the six months ended June 30, 2022, the net effect of discrete items decreased the effective tax rate by 2.2%. The discrete items for the three and six ended June 30, 2022, primarily relate to windfall tax benefits associated with equity-based compensation. Excluding discrete items, the Company’s effective tax rate would have been 19.3% and 19.1% for the three and six months ended June 30, 2022, respectively.

The Company has computed the provision for income taxes based on the estimated annual effective tax rate excluding a loss jurisdiction with no tax benefit and the application of discrete items, if any, in the applicable period.

During the three and six months ended June 30, 2023 and 2022, uncertain tax positions recorded by the Company were not significant. To the extent the remaining uncertain tax positions are ultimately recognized, the Company’s effective tax rate may be impacted in future periods.

The Company recognizes interest expense and tax penalties related to unrecognized tax benefits in income tax expense in the Consolidated Statements of Operations. The Company’s accrual for interest and penalties related to unrecognized tax benefits was not significant for the three and six months ended June 30, 2023 and 2022.

During the six months ended June 30, 2023 and 2022, the Company paid net cash taxes of $6.8 million and $12.7 million, respectively.

20

Shutterstock, Inc.

Notes to Consolidated Financial Statements 

(unaudited)

(12) Net Income Per Share

Basic net income per share is computed using the weighted average number of shares of common stock outstanding for the period, excluding unvested RSUs and stock options. Diluted net income per share is based upon the weighted average shares of common stock outstanding for the period plus dilutive potential shares of common stock, including unvested RSUs and stock options using the treasury stock method.

The following table sets forth the computation of basic and diluted net income per share for the three and six months ended June 30, 2023 and 2022 (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income	$	50,013	$	19,445	$	82,856	$	46,017
Shares used to compute basic net income per share	36,047		36,123		35,952		36,213
Dilutive potential common shares
Stock options	119		169		136		201
Unvested restricted stock awards	240		286		402		476
Shares used to compute diluted net income per share	36,406		36,578		36,490		36,890
Basic net income per share	$	1.39	$	0.54	$	2.31	$	1.27
Diluted net income per share	$	1.37	$	0.53	$	2.27	$	1.25
Dilutive shares included in the calculation	1,112		836		1,400		1,121
Anti-dilutive shares excluded from the calculation	1,041		590		611		325

(13) Geographic Information

The following table presents the Company’s revenue based on customer location (in thousands): 

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
North America	$	96,202	$	85,896	$	195,342	$	165,839
Europe	58,413		62,931		117,447		125,484
Rest of the world	54,225		58,045		111,331		114,681
Total revenue	$	208,840	$	206,872	$	424,120	$	406,004

The United States, included in North America in the above table, accounted for 43% and 38% of consolidated revenue for the six months ended June 30, 2023 and 2022, respectively. No other country accounts for more than 10% of the Company’s revenue in any period presented.

The Company’s long-lived tangible assets were located as follows (in thousands):

	As of June 30,		As of December 31,
	2023		2022
North America	$	43,931	$	42,266
Europe	15,435		12,079
Rest of the world	68		203
Total long-lived tangible assets	$	59,434	$	54,548

The United States, included in North America in the above table, accounted for 70% and 73% of total long-lived tangible assets as of June 30, 2023 and December 31, 2022, respectively. Ireland, included in Europe in the above table, accounted for 20% and 17% of total long-lived tangible assets as of June 30, 2023 and December 31, 2022, respectively. No other country accounts for more than 10% of the Company’s long-lived tangible assets in any period presented.

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Shutterstock, Inc.

Notes to Consolidated Financial Statements 

(unaudited)

(14) Commitments and Contingencies

As of June 30, 2023, the Company had total non-lease obligations in the amount of approximately $78.1 million, which consisted primarily of minimum royalty guarantees and unconditional purchase obligations related to contracts for infrastructure and other business services. As of June 30, 2023, the Company’s non-lease obligations for the remainder of 2023 and for the years ending December 31, 2024, 2025, 2026, 2027 and 2028 were approximately $30.6 million, $35.0 million, $10.6 million, $1.3 million, $0.4 million and $0.2 million, respectively.

Legal Matters

From time to time, the Company may become party to litigation in the ordinary course of business, including direct claims brought by or against the Company with respect to intellectual property, contracts, employment and other matters, as well as claims brought against the Company’s customers for whom the Company has a contractual indemnification obligation. The Company assesses the likelihood of any adverse judgments or outcomes with respect to these matters and determines loss contingency assessments on a gross basis after assessing the probability of incurrence of a loss and whether a loss is reasonably estimable. In addition, the Company considers other relevant factors that could impact its ability to reasonably estimate a loss. A determination of the amount of reserves required, if any, for these contingencies is made after analyzing each matter. The Company reviews reserves, if any, at least quarterly and may change the amount of any such reserve in the future due to new developments or changes in strategy in handling these matters. Although the results of litigation and threats of litigation, investigations and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these matters will not have a material adverse effect on its business, consolidated financial position, results of operations, or cash flows. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. The Company currently has no material active litigation matters and, accordingly, no material reserves related to litigation.

Indemnification and Employment Agreements

In the ordinary course of business, the Company enters into contractual arrangements under which it agrees to provide indemnification of varying scope and terms to customers with respect to certain matters, including, but not limited to, losses arising out of the breach of the Company’s intellectual property warranties for damages to the customer directly attributable to the Company’s breach. The Company is not responsible for any damages, costs, or losses to the extent such damages, costs or losses arise as a result of any modifications made by the customer, or the context in which content is used. The standard maximum aggregate obligation and liability to any one customer for any single claim is generally limited to ten thousand dollars but can range to $250,000, with certain exceptions for which our indemnification obligation are uncapped. As of June 30, 2023, the Company had recorded no material liabilities related to indemnification obligations for loss contingencies. Additionally, the Company believes that it has the appropriate insurance coverage in place to adequately cover such indemnification obligations, if necessary.

Pursuant to the Company’s charter documents and separate written indemnification agreements, the Company has certain indemnification obligations to its executive officers, certain employees and directors, as well as certain former officers and directors.

The Company has also entered into employment agreements with its executive officers and certain employees. These agreements specify various employment-related matters, including annual compensation, performance incentive bonuses, and severance benefits in the event of termination or in the event of a change in control or otherwise, with or without cause.

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Item 2.         Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our interim unaudited consolidated financial statements and related notes contained elsewhere in this Quarterly Report on Form 10-Q and with information contained in our other filings, including the audited consolidated financial statements included in our 2022 Form 10-K.

In addition to historical consolidated financial information, this discussion contains forward-looking statements including statements about our plans, estimates and beliefs. These statements involve risks and uncertainties and our actual results could differ materially from those expressed or implied in forward-looking statements. See “Forward Looking Statements” above. See also the “Risk Factors” disclosures contained in our 2022 Form 10-K for additional discussion of the risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements.

Overview and Recent Developments

Shutterstock, Inc. (referred to herein as the “Company”, “we,” “our,” and “us”) is a premier partner for transformative brands, digital media and marketing companies. Our platform brings together users and contributors of content by providing readily-searchable content that our customers pay to license and by compensating contributors as their content is licensed. Contributors upload their content to the Company’s web properties in exchange for royalty payments based on customer download activity. Beyond content, customers also leverage the Company’s platform to assist with the entire creative process from ideation through creative execution.

Our key content offerings include:

•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.

•3 Dimensional (“3D”) Models - consisting of 3D models, used in a variety of industries such as advertising, media and video production, gaming, retail, education, design and architecture.

Our offerings are distributed to customers under the following brands: Shutterstock; Pond5; Giphy; TurboSquid; Offset; PremiumBeat; Bigstock; PicMonkey; and Splash News.

Shutterstock, our flagship brand, includes various content types such as image, footage, music and editorial. For customers seeking specialized solutions, Shutterstock Studios extends our offerings by providing custom, high-quality content matched with production tools and services at scale. In addition, our collection of images, footage clips, music tracks and 3D models is also distributed through our computer vision offering which is used by large technology companies to train AI models.

Pond5 is a video-first content marketplace which expands the Company’s content offerings across footage, image and music. PicMonkey is a leading online graphic design and image editing platform. TurboSquid operates a marketplace that offers more than one million 3D models and a 2 dimensional (“2D”) marketplace derived from 3D objects. Our Offset brand provides authentic and exceptional content for high-impact use cases that require extraordinary images, featuring work from top assignment photographers and illustrators from around the world. PremiumBeat offers exclusive high-quality music tracks and provides producers, filmmakers and marketers the ability to search handpicked production music from the world’s leading composers. Bigstock maintains a separate content library tailored for creators seeking to incorporate cost-effective imagery into their projects.

Over 2.2 million active, paying customers contributed to our revenue for the twelve-month period ended June 30, 2023. As of June 30, 2023, more than 2.7 million approved contributors made their images, footage and music tracks available in our collection, which has grown to more than 734 million images and more than 50 million footage clips as of June 30, 2023. This

23

makes our collection of content one of the largest of its kind, and we delivered 81.2 million paid downloads to our customers across all of our brands during the six months ended June 30, 2023.

Contributors of content typically earn a royalty each time their work is licensed. Contributors earn royalties based on our published earnings schedule that is based on annual licensing volume, which determines the contributor’s earnings tier and the purchase option under which the content was licensed. Royalties represent the largest component of our operating expenses, are reported within cost of revenue, tend to fluctuate proportionately with revenue and paid downloads and may be impacted by the mix of products sold.

In October 2022, Shutterstock announced our strategic partnership with OpenAI, an AI research and deployment company. In 2023, Shutterstock integrated Dall-E 2, OpenAI’s tool for AI-generated content into the Shutterstock platform to enable our customers to input keywords and generate unique images based on their specific criteria.

Through our platform, we generate revenue by licensing content to our customers. During the six months ended June 30, 2023, 55% of our revenue and the majority of our content licenses came from our E-commerce sales channel. The majority of our customers license content directly through our self-service web properties. E-commerce customers have the ability to purchase plans that are paid on either a monthly or annual basis or to license content on a transactional basis. E-commerce customers generally license content under our standard or enhanced licenses, with additional licensing options available to meet customers’ individual needs.

Customers in our Enterprise sales channel generally have unique content, licensing and workflow needs. These customers benefit from communication with our dedicated sales, service and research teams which provide a number of personalized 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. Customers in our enterprise sales channel may also benefit from access to (i) Shutterstock Editorial, which includes our library of editorial images and videos, (ii) Shutterstock Studios, our offering which provides custom, high-quality content matched with production tools and services at scale, and (iii) computer vision, our data partnerships offering which provides metadata associated with our content collection, used to train AI models. Our range of solutions, including the depth of our API platform integrations, appeals to a broad and diverse customer base and enables us to adapt and evolve with the needs of our more high touch clients to deliver capabilities that embed deep within their workflows. Our Enterprise sales channel provided approximately 45% of our revenue for the six months ended June 30, 2023.

Acquisition of Giphy, Inc.

On May 22, 2023, we entered into a Stock Purchase Agreement with Meta Platforms, Inc. (“Meta”) dated May 22, 2023 (the “Purchase Agreement”). On June 23, 2023, we completed its acquisition of all of the outstanding shares of Giphy, Inc. (“Giphy”) from Meta. The consideration payable, pursuant to the Purchase Agreement, is $53 million in net cash, in addition to cash acquired, assumed debt and other working capital adjustments. The consideration was paid with existing cash on hand. Giphy is a New York-based company that operates a collection of GIFs and stickers that supplies casual conversational content. The Company believes its acquisition of Giphy extends Shutterstock’s audience touchpoints beyond primarily professional marketing and advertising use cases and expands into casual conversations.

In January 2023, the United Kingdom Competition and Markets Authority (the “CMA”) issued its final order requiring Meta to divest its ownership of Giphy, which Meta acquired in 2020. In connection with the closing of the acquisition, whose terms were preapproved by the CMA, Shutterstock and Meta entered into a transitional services agreement (the “TSA”) pursuant to which Meta is responsible for certain costs related to retention of Giphy employees, including (i) recurring salary, bonus, and benefits through August 2024, which would be $35.6 million if all employees are retained through August 2024, and (ii) nonrecurring items, totaling $87.9 million, comprised of one-time employment inducement bonuses and the cash value of unvested Meta equity awards (the “Giphy Retention Compensation”).

The Giphy Retention Compensation will be paid to the individuals for being employees of the Company subsequent to the completion of the acquisition. Accordingly, we determined that the payments are for future service requirements and will be reflected as operating expenses, less any amounts earned by the employees prior to the acquisition, in our Statements of Operations as incurred. The Giphy Retention Compensation is reflected as a reduction of the purchase price and has been funded into an escrow account.

Upon closing of the acquisition, the Company also entered into an agreement with Meta whereby the Company will provide Meta with Giphy content through API services for a period of two years.

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Key Operating Metrics

In addition to key financial metrics, we regularly review a number of key operating metrics to evaluate our business, determine the allocation of resources and make decisions regarding business strategies. We believe that these metrics can be useful for understanding the underlying trends in our business.

Subscribers, subscriber revenue and average revenue per customer from acquisitions are included in these metrics beginning twelve months after the closing of the respective business combination. Accordingly, the metrics include Subscribers, Subscriber revenue, and Average revenue per customer from TurboSquid beginning February 2022, from PicMonkey beginning September 2022, and from Pond5 and Splash News beginning May 2023. These metrics exclude the respective counts and revenues from Giphy.

Subscribers

We define subscribers as those customers who purchase one or more of our monthly recurring products for a continuous period of at least three months, measured as of the end of the reporting period. We believe the number of subscribers is an important metric that provides insight into our monthly recurring business. We believe that an increase in our number of subscribers is an indicator of engagement in our platform and potential for future growth.

Subscriber Revenue

We define subscriber revenue as the revenue generated from subscribers during the period. We believe subscriber revenue, together with our number of subscribers, provide insight into the portion of our business driven by our monthly recurring products.

Average Revenue Per Customer

Average revenue per customer is calculated by dividing total revenue for the last twelve-month period by customers. We define customers as total active, paying customers that contributed to total revenue over the last twelve-month period. Changes in our average revenue per customer will be driven by changes in the mix of our subscription-based and transactional products as well as pricing in our transactional business.

Paid Downloads

We define paid downloads as the number of downloads that our customers make in a given period of our content. Paid downloads exclude content related to our Studios business, downloads of content that are offered to customers for no charge (including our free trials), and downloads associated with our computer vision offering. Measuring the number of paid downloads that our customers make in a given period is important because it is a measure of customer engagement on our platform and triggers the recognition of revenue and contributor royalties.

Revenue per Download

We define revenue per download as the amount of revenue recognized in a given period divided by the number of paid downloads in that period excluding revenue from our Studios business, revenue that is not derived from or associated with content licenses and revenue associated with our computer vision offering. This metric captures any changes in our pricing, including changes resulting from the impact of competitive pressures, as well as the mix of licensing options that our customers choose, some of which generate more revenue per download than others, and the impact that changes in foreign currency rates have on our pricing. Changes in revenue per download are primarily driven by the introduction of new product offerings, changes in product and sales channel mix and customer utilization of our products.

Content in our Collection

We define content in our collection as the total number of approved images (photographs, vectors and illustrations) and footage (in number of clips) in our library at the end of the period. We exclude content from this collection metric that is not uploaded directly to our site but is available for license by our customers through an application program interface, content from our Studios business and AI generated content. Prior to December 31, 2022, this metric only included approved images and footage clips in our library on shutterstock.com at the end of the period. We believe that our large selection of high-quality content enables us to attract and retain customers and drives our network effect.

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The following table summarizes our key operating metrics, which are unaudited, for the three and six months ended June 30, 2023 and 2022:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Subscribers (end of period)1	556,000		368,000		556,000		368,000
Subscriber revenue (in millions)1	$	87.4	$	84.7	$	178.0	$	170.1
Average revenue per customer (last twelve months)1	$	374	$	359	$	374	$	359
Paid downloads (in millions)	38.5		43.4		81.2		88.0
Revenue per download	$	4.71	$	4.46	$	4.56	$	4.34
Content in our collection (end of period, in millions):
Images	734		511		734		511
Footage clips	50		27		50		27

___________________________________________________

1 Subscribers, Subscriber Revenue and Average Revenue Per Customer from acquisitions are included in these metrics beginning twelve months after the closing of the respective business combination. Accordingly, the metrics include Subscribers, Subscriber revenue, and Average revenue per customer from TurboSquid beginning February 2022, from PicMonkey beginning September 2022, and from Pond5 and Splash News beginning May 2023. These metrics exclude the respective counts and revenues from our acquisition of Giphy.

Critical Accounting Estimates

Our financial statements are prepared in accordance with GAAP. The preparation of the consolidated financial statements in conformity with GAAP requires our management to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure or inclusion of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the period. We evaluate our significant estimates on an ongoing basis, including, but not limited to, estimates related to allowance for doubtful accounts, the volume of expected unused licenses used in revenue recognition for our subscription-based products, the fair value of acquired goodwill and intangible assets and income tax provisions. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying value of assets and liabilities that are not readily apparent from other sources. Therefore, we consider these to be our critical accounting estimates. Actual results could differ from those estimates.

A description of our critical accounting policies that involve significant management judgments appears in our 2022 Form 10-K, under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates.”

See Note 1 to our Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a full description of the impact of the adoption of new accounting standards on our financial statements. There have been no material changes to our critical accounting estimates as compared to our critical accounting policies and estimates included in our 2022 Form 10-K.

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Key Components of Our Results of Operations

Revenue

We distribute our content offerings through two primary channels:

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.

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 the e-commerce platform.

The Company’s revenues by distribution channel for the three and six months ended June 30, 2023 and 2022 are as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
E-commerce	$	111,903	$	127,388	$	231,657	$	254,458
Enterprise	96,937		79,484		192,463		151,546
Total Revenues	$	208,840	$	206,872	$	424,120	$	406,004

Costs and Expenses

Cost of Revenue. Cost of revenue consists of royalties paid to contributors, credit card processing fees, content review costs, customer service expenses, infrastructure and hosting costs related to maintaining our creative platform and cloud-based software platform, depreciation and amortization of capitalized internal-use software, purchased content and acquisition-related intangible assets, allocated facility costs and other supporting overhead costs. Cost of revenue also includes employee compensation, including non-cash equity-based compensation, bonuses and benefits associated with the maintenance of our creative platform and cloud-based software platform.

Sales and Marketing. Sales and marketing expenses include third-party marketing, advertising, branding, public relations and sales expenses. Sales and marketing expenses also include associated employee compensation, including non-cash equity-based compensation, bonuses and benefits, and commissions as well as allocated facility and other supporting overhead costs.

Product Development. Product development expenses consist of employee compensation, including non-cash equity-based compensation, bonuses and benefits, and expenses related to vendors engaged in product management, design, development and testing of our websites and products. Product development costs also includes software and other IT equipment costs, allocated facility expenses and other supporting overhead costs.

General and Administrative. General and administrative expenses include employee compensation, including non-cash equity-based compensation, bonuses and benefits for executive, finance, accounting, legal, human resources, internal information technology, internet security, business intelligence and other administrative personnel. In addition, general and administrative expenses include outside legal, tax and accounting services, bad debt expense, insurance, facilities costs, other supporting overhead costs and depreciation and amortization expense.

Bargain Purchase Gain. A bargain purchase gain is recognized subsequent to an acquisition, if the fair value of the net assets acquired and liabilities assumed exceeds the net consideration.

Other Income / (Expense), Net. Other income, net consists of non-operating costs such as foreign currency transaction gains and losses in addition to interest income and expense.

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Income Taxes. We compute income taxes using the asset and liability method, under which deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted statutory income tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce net deferred tax assets to the amount expected to be realized.

Results of Operations

The following table presents our results of operations for the periods indicated. The period-to-period comparisons of results are not necessarily indicative of results for future periods.

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(in thousands)
Consolidated Statements of Operations:
Revenue	$	208,840	$	206,872	$	424,120	$	406,004
Operating expenses:
Cost of revenue	84,416		77,019		162,579		146,470
Sales and marketing	48,392		54,229		95,919		107,558
Product development	29,218		17,162		44,624		30,788
General and administrative	38,099		33,088		71,914		63,896
Total operating expenses	200,125		181,498		375,036		348,712
Income from operations	8,715		25,374		49,084		57,292
Bargain purchase gain	41,940		—		41,940		—
Other income / (expense), net	726		(2,661)		1,771		(1,903)
Income before income taxes	51,381		22,713		92,795		55,389
Provision for income taxes	1,368		3,268		9,939		9,372
Net income	$	50,013	$	19,445	$	82,856	$	46,017

The following table presents the components of our results of operations for the periods indicated as a percentage of revenue:

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Consolidated Statements of Operations:
Revenue	100	%	100	%	100	%	100	%
Operating expenses:
Cost of revenue	40	%	37	%	38	%	36	%
Sales and marketing	23	%	26	%	23	%	26	%
Product development	14	%	8	%	11	%	8	%
General and administrative	18	%	16	%	17	%	16	%
Total operating expenses	96	%	88	%	88	%	86	%
Income from operations	4	%	12	%	12	%	14	%
Bargain purchase gain	20	%	—	%	10	%	—	%
Other income / (expense), net	—	%	(1)	%	—	%	—	%
Income before income taxes	25	%	11	%	22	%	14	%
Provision for income taxes	1	%	2	%	2	%	2	%
Net income	24	%	9	%	20	%	11	%

__________________________________

Note: Due to rounding, percentages may not sum to totals.

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Comparison of the Three Months Ended June 30, 2023 and 2022

The following table presents our results of operations for the periods indicated (in thousands):

	Three Months Ended June 30,
	2023		2022		$ Change		% Change
Consolidated Statements of Operations:
Revenue	$	208,840	$	206,872	$	1,968	1	%
Operating expenses:
Cost of revenue	84,416		77,019		7,397		10
Sales and marketing	48,392		54,229		(5,837)		(11)
Product development	29,218		17,162		12,056		70
General and administrative	38,099		33,088		5,011		15
Total operating expenses	200,125		181,498		18,627		10
Income from operations	8,715		25,374		(16,659)		(66)
Bargain purchase gain	41,940		—		41,940		*
Other income / (expense), net	726		(2,661)		3,387		(127)
Income before income taxes	51,381		22,713		28,668		126
Provision for income taxes	1,368		3,268		(1,900)		(58)
Net income	$	50,013	$	19,445	$	30,568	157	%

*Not meaningful

Revenue

Revenue increased by $2.0 million, or 1%, to $208.8 million in the three months ended June 30, 2023 compared to the same period in 2022. Foreign currency fluctuations did not have a significant impact on the Company’s revenues in the three months ended June 30, 2023.

The Company’s E-commerce revenues decreased by 12%, to $111.9 million in the three months ended June 30, 2023, compared to the same period in 2022. Foreign currency fluctuations did not have a significant impact on E-commerce revenues in the three months ended June 30, 2023. The decline in our E-commerce revenues was primarily driven by continued weakness in new customer acquisition.

The Company’s Enterprise revenues increased by 22%, to $96.9 million in the three months ended June 30, 2023, compared to the same period in 2022. Foreign currency fluctuations did not have a significant impact on Enterprise revenues in the three months ended June 30, 2023. The increase in Enterprise revenues was primarily driven by growth in our computer vision data partnerships which generated $17.3 million and $2.2 million of revenue in the three months ended June 30, 2023 and 2022, respectively.

In the three months ended June 30, 2023 and 2022, we delivered 38.5 million and 43.4 million paid downloads, respectively, and our revenue per download was $4.71 and $4.46 for the three months ended June 30, 2023 and 2022, respectively. During the three months ended June 30, 2023, the decline in paid downloads is attributed to the decline in the E-commerce business, and the increase in revenue per download was primarily due to changes in sales channel mix.

Changes in our revenue by region were as follows: revenue from North America increased by $10.3 million, or 12%, to $96.2 million, revenue from Europe decreased by $4.5 million, or 7%, to $58.4 million and revenue from outside Europe and North America decreased by $3.8 million, or 7%, to $54.2 million, in the three months ended June 30, 2023 compared to the same period in 2022.

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Costs and Expenses

Cost of Revenue. Cost of revenue increased by $7.4 million, or 10% to $84.4 million in the three months ended June 30, 2023 compared to the same period in 2022. This increase was primarily driven by: (i) increased depreciation and amortization expense driven by our recent acquisitions; (ii) increased royalty, content and reviewer costs; and (iii) higher costs associated with website hosting, hardware and software licenses. Cost of revenue also includes $2.7 million of expense associated with non-recurring Giphy Retention Compensation, which are not considered ongoing expenses necessary to operate our business. We expect that our cost of revenue will continue to fluctuate in-line with changes in revenue.

Sales and Marketing. Sales and marketing expenses decreased by $5.8 million, or 11%, to $48.4 million in the three months ended June 30, 2023 compared to the same period in 2022. As a percent of revenue, sales and marketing expenses decreased to 23% for the three months ended June 30, 2023, from 26% for the same period in 2022. This was primarily driven by $6.1 million in decreased performance marketing spend and $0.9 million in lower occupancy costs, partially offset by $1.2 million in higher employee-related costs. Sales and marketing also includes $0.6 million of expense associated with non-recurring Giphy Retention Compensation, which are not considered ongoing expenses necessary to operate our business. We expect sales and marketing expenses to continue to fluctuate as we optimize our sales channels and invest in new customer acquisition, products and geographies.

Product Development. Product development expenses increased by $12.1 million, or 70%, to $29.2 million in the three months ended June 30, 2023 compared to the same period in 2022. The increase in product development was primarily driven by (i) $11.0 million of expense associated with non-recurring Giphy Retention Compensation, which are not considered ongoing expenses necessary to operate our business and (ii) $1.9 million in higher employee and third-party contractor related costs, net of capitalized labor, for the three months ended June 30, 2023, as compared to the same period in the prior year. We expect product development expenses, of which a portion will be capitalized, to continue in the foreseeable future, as we pursue opportunities to invest in developing new products and internal tools and enhance the functionality of our existing products and technologies.

General and Administrative. General and administrative expenses increased by $5.0 million, or 15%, to $38.1 million in the three months ended June 30, 2023 compared to the same period in 2022. This increase was driven by (i) $5.4 million in higher non-cash equity-based compensation expense; and (ii) $2.9 million of expense associated with non-recurring Giphy Retention Compensation, which are not considered ongoing expenses necessary to operate our business. These increases are partially offset by $1.4 million in lower professional fees and $0.7 million in lower occupancy costs. For the three months ended June 30, 2023 and 2022, general and administrative expenses also included transaction costs of $3.0 million and $3.9 million related to the Giphy and Pond5 acquisitions, respectively.

Bargain Purchase Gain. In the three months ended June 30, 2023, we recognized a bargain purchase gain of $41.9 million related to the acquisition of Giphy, which represents the excess of the fair value of the net assets acquired in addition to the net negative purchase price.

Other Income / (Expense), Net. In the three months ended June 30, 2023, other income / (expense), net substantially consisted of $0.7 million of interest income and $0.6 million of favorable unrealized foreign currency fluctuations, partially offset by $0.5 million of interest expense related to our credit facility. During the three months ended June 30, 2022, other income / (expense), net substantially consisted of $2.5 million of unfavorable unrealized foreign currency fluctuations. As we increase the volume of business transacted in foreign currencies resulting from international expansion and as currency rates fluctuate, we expect foreign currency gains and losses to continue to fluctuate.

Income Taxes. Income tax expense decreased by $1.9 million for the three months ended June 30, 2023, compared to the same period in 2022. Our effective tax rates were 2.7% and 14.4% for the three months ended June 30, 2023 and 2022, respectively.

For the three months ended June 30, 2023, the net effect of discrete items decreased the effective tax rate by 13.6%. The discrete items for the three months ended June 30, 2023, primarily relate to the non-taxable bargain purchase gain associated with the acquisition of Giphy. Excluding discrete items, our effective tax rate would have been 16.3% for the three months ended June 30, 2023.

For the three months ended June 30, 2022, the effective tax rate decreased by 4.9% related primarily to windfall benefits associated with equity-based compensation. Excluding discrete items, our effective tax rate would have been 19.3% for the three months ended June 30, 2022.

As we continue to expand our operations outside of the United States, we have been and may continue to become subject to taxation in additional non-U.S. jurisdictions and our effective tax rate could fluctuate accordingly.

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Comparison of the Six Months Ended June 30, 2023 and 2022

The following table presents our results of operations for the periods indicated:

	Six Months Ended June 30,
	2023		2022		$ Change		% Change
	(in thousands)
Consolidated Statements of Operations Data:
Revenue	$	424,120	$	406,004	$	18,116	4	%
Operating expenses:
Cost of revenue	162,579		146,470		16,109		11	%
Sales and marketing	95,919		107,558		(11,639)		(11)	%
Product development	44,624		30,788		13,836		45	%
General and administrative	71,914		63,896		8,018		13	%
Total operating expenses	375,036		348,712		26,324		8	%
Income from operations	49,084		57,292		(8,208)		(14)	%
Bargain purchase gain	41,940		—		41,940		*
Other income / (expense), net	1,771		(1,903)		3,674		(193)	%
Income before income taxes	92,795		55,389		37,406		68	%
Provision for income taxes	9,939		9,372		567		6	%
Net income	$	82,856	$	46,017	$	36,839	80	%

*Not meaningful

Revenue

Revenue increased by $18.1 million, or 4%, to $424.1 million in the six months ended June 30, 2023 compared to the same period in 2022. On a constant currency basis, revenue increased approximately 5% in the six months ended June 30, 2023, compared to the same period in 2022.

The Company’s E-commerce revenues decreased by 9%, to $231.7 million in the six months ended June 30, 2023, compared to the same period in 2022. On a constant currency basis, the Company’s E-commerce revenues decreased by 8% in the six months ended June 30, 2023, compared to the same period in 2022. The decline in our E-commerce revenues was driven by continued weakness in new customer acquisition, partially offset by revenues generated from our acquisition of Pond5, which was completed on May 11, 2022.

The Company’s Enterprise revenues increased by 27%, to $192.5 million in the six months ended June 30, 2023, compared to the same period in 2022. On a constant currency basis, the Company’s Enterprise revenues increased by 28% in the six months ended June 30, 2023, compared to the same period in 2022. The increase in Enterprise revenues was primarily driven by (i) growth in our computer vision data partnerships, which generated $34.0 million and $2.9 million of revenue in the six months ended June 30, 2023 and 2022, respectively; and (ii) revenue generated from our acquisitions of Pond5 and Splash News, which were completed on May 11, 2022 and May 28, 2022, respectively.

In the six months ended June 30, 2023 and 2022, we delivered 81.2 million and 88.0 million paid downloads, respectively, and our revenue per download was $4.56 and $4.34 for the six months ended June 30, 2023 and 2022, respectively. During the six months ended June 30, 2023, the increase in revenue per download was primarily due to changes in sales channel mix.

Changes in our revenue by region were as follows: revenue from North America increased by $29.5 million, or 18%, to $195.3 million, revenue from Europe decreased by $8.0 million, or 6%, to $117.4 million and revenue from outside Europe and North America decreased by $3.4 million, or 3%, to $111.3 million, in the six months ended June 30, 2023 compared to the same period in 2022.

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Costs and Expenses

Cost of Revenue.   Cost of revenue increased by $16.1 million, or 11%, to $162.6 million in the six months ended June 30, 2023 compared to the same period in 2022. This increase was primarily driven by: (i) increased depreciation and amortization expense driven by our recent acquisitions; (ii) increased royalty, content and reviewer costs; and (iii) higher costs associated with website hosting, hardware and software licenses. Cost of revenue also includes $2.7 million of expense associated with non-recurring Giphy Retention Compensation, which are not considered ongoing expenses necessary to operate our business. We expect that our cost of revenue will continue to fluctuate in line with changes in revenue.

Sales and Marketing.   Sales and marketing expenses decreased by $11.6 million, or 11%, to $95.9 million in the six months ended June 30, 2023 compared to the same period in 2022. As a percent of revenue, sales and marketing expenses decreased to 23% for the six months ended June 30, 2023, from 26% for the same period in 2022. This was primarily driven by (i) $13.1 million in decreased performance marketing spend and (ii) $0.9 million in lower occupancy costs. These increases were partially offset by $1.4 million in higher employee-related costs and $0.6 million of expense associated with non-recurring Giphy Retention Compensation, which are not considered ongoing expenses necessary to operate our business. We expect sales and marketing expenses to continue to fluctuate as we optimize our sales channels and invest in new customer acquisition, products and geographies.

Product Development.   Product development expenses increased by $13.8 million, or 45%, to $44.6 million in the six months ended June 30, 2023 as compared to the same period in 2022. This increase in product development was primarily driven by (i) $11.0 million of expense associated with non-recurring Giphy Retention Compensation, which are not considered ongoing expenses necessary to operate our business and (ii) $3.8 million in higher employee and third-party contractor related costs, net of capitalized labor for the six months ended June 30, 2023. We expect product development expenses, of which a portion will be capitalized, to continue in the foreseeable future, as we pursue opportunities to invest in developing new products and internal tools and enhance the functionality of our existing products and technologies.

General and Administrative.   General and administrative expenses increased by $8.0 million, or 13%, to $71.9 million in the six months ended June 30, 2023 compared to the same period in 2022. This increase was driven by (i) $8.6 million in higher personnel and non-cash equity-based compensation expense; and (ii) $2.9 million of expense associated with non-recurring Giphy Retention Compensation, which are not considered ongoing expenses necessary to operate our business. These increases are partially offset by $2.1 million in lower professional fees and $0.7 million in lower occupancy costs. For the six months ended June 30, 2023 and 2022, general and administrative expenses also included approximately $3.0 million and $3.9 million in transaction costs related to the Giphy and Pond5 acquisitions, respectively.

Bargain Purchase Gain. In the six months ended June 30, 2023, we recognized a bargain purchase gain of $41.9 million related to the acquisition of Giphy, which represents the excess of the fair value of the net assets acquired in addition to the net negative purchase price.

Other Income / (Expense), Net. During the six months ended June 30, 2023, other income / (expense), net substantially consisted of $1.7 million of favorable unrealized foreign currency fluctuations, $0.8 million of interest income, partially offset by $0.7 million of interest expense related to our credit facility. During the six months ended June 30, 2022, approximately $1.8 million of other expense, net consisted of unfavorable unrealized foreign currency fluctuations. As we increase the volume of business transacted in foreign currencies resulting from international expansion and as currency rates fluctuate, we expect foreign currency gains and losses to continue to fluctuate.

Income Taxes.   Income tax expense increased by $0.6 million for the six months ended June 30, 2023 as compared to the same period in 2022. Our effective tax rates for the six months ended June 30, 2023 and 2022 were 10.7% and 16.9%, respectively. 

For the six months ended June 30, 2023, the net effect of discrete items decreased the effective tax rate by 7.1%. The discrete items for the six months ended June 30, 2023, primarily relate to the non-taxable bargain purchase gain associated with the acquisition of Giphy. Excluding discrete items, our effective tax rate would have been 17.8% for the six months ended June 30, 2023.

For the six months ended June 30, 2022, the effective tax rate decreased by 2.2% related primarily to windfall tax benefits associated with equity-based compensation. Excluding discrete items, our effective tax rate would have been 19.1% for the six months ended June 30, 2022.

As we continue to expand our operations outside of the United States, we have been and may continue to become subject to taxation in additional non-U.S. jurisdictions, and our effective tax rate could fluctuate accordingly.

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Quarterly Trends

Our operating results may fluctuate from quarter to quarter as a result of a variety of factors, including the effects of some seasonal trends in customer behavior, timing of acquisitions and the timing of revenue recognition associated with computer vision data partnerships. For example, we expect that certain customers’ usage may decrease at times during the third quarter of each calendar year due to the summer vacation season and may increase at times during the fourth quarter of each calendar year as demand is generally higher to support marketing campaigns in advance of the fourth quarter holiday season. While we believe seasonal trends have affected and will continue to affect our quarterly results, our growth trajectory may have overshadowed these effects to date.

In addition, expenditures on content by customers tend to be discretionary in nature, reflecting overall economic conditions, the economic prospects of specific industries, budgeting constraints, buying patterns and a variety of other factors, many of which are outside our control, including any impacts from COVID-19. As a result of these and other factors, the results of any prior quarterly or annual periods should not be relied upon as indicators of our future operating performance.

Liquidity and Capital Resources

As of June 30, 2023, we had cash and cash equivalents totaling $87.1 million which consisted primarily of bank balances. Since inception, we have financed our operations primarily through cash flows generated from operations. In addition, if necessary, we have the ability to draw on our credit facility, which was obtained on May 6, 2022.

Historically, our principal uses of cash have included funding our operations, capital expenditures, content acquisitions, business combinations and asset acquisitions that enhance our strategic position, cash dividend payments and share purchases under our share repurchase program. We plan to finance our operations, capital expenditures and corporate actions largely through cash generated by our operations and our credit facility. Since our results of operations are sensitive to the level of competition we face, increased competition could adversely affect our liquidity and capital resources.

Dividends

We declared and paid cash dividends of $0.54 per share of common stock, or $19.4 million during the six months ended June 30, 2023.

On July 17, 2023, our Board of Directors declared a quarterly cash dividend of $0.27 per share of outstanding common stock payable on September 14, 2023 to stockholders of record at the close of business on August 31, 2023. Future declarations of dividends are subject to the final determination of our Board of Directors, and will depend on, among other things, our future financial condition, results of operations, capital requirements, capital expenditure requirements, contractual restrictions, anticipated cash needs, business prospects, provisions of applicable law and other factors our Board of Directors may deem relevant.

Share Repurchase Program

In October 2015, our Board of Directors approved a share repurchase program (the “2015 Share Repurchase Program”), authorizing us to repurchase up to $100 million of our common stock and, in February 2017, our Board of Directors approved an increase to the share repurchase program, authorizing us to repurchase up to an additional $100 million of our outstanding common stock. As of December 31, 2022, we have fully utilized our authorization for repurchases under the 2015 Share Repurchase Program.

In June 2023, our Board of Directors approved a share repurchase program (the “2023 Share Repurchase Program”), providing authorization to repurchase up to $100 million of our common stock.

We expect to fund future repurchases, if any, through a combination of cash on hand, cash generated by operations and future financing transactions, if appropriate. Accordingly, our share repurchase program is subject to us having available cash to fund repurchases. Under the share repurchase program, management is authorized to purchase shares of our common stock from time to time through open market purchases or privately negotiated transactions at prevailing prices as permitted by securities laws and other legal requirements, and subject to market conditions and other factors.

During the six months ended June 30, 2023, we repurchased approximately 80,400 shares of our common stock at an average cost of $49.78. As of June 30, 2023, we had $96 million of remaining authorization for repurchases under the 2023 Share Repurchase Program.

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Revolving Credit Facility

On May 6, 2022, we entered into a five-year $100 million unsecured revolving loan facility (the “Credit Facility”) with Bank of America, N.A., as Administrative Agent and other lenders. The Credit Facility includes a letter of credit sub-facility and a swingline facility and it also permits, subject to the satisfaction of certain conditions, up to $100 million of additional revolving loan commitments with the consent of the Administrative Agent.

At our option, revolving loans accrue interest at a per annum rate based on either (i) the base rate plus a margin ranging from 0.125% to 0.500%, determined based on the Company’s consolidated leverage ratio or (ii) the Term Secured Overnight Financing Rate (“SOFR”) (for interest periods of 1, 3 or 6 months) plus a margin ranging from 1.125% to 1.5%, determined based on our consolidated leverage ratio. We are also required to pay an unused commitment fee ranging from 0.150% to 0.225%, determined based on the Company’s consolidated leverage ratio. In connection with the execution of this agreement, we paid debt issuance costs of approximately $0.6 million.

As of June 30, 2023 and December 31, 2022, we had $30 million and $50 million, respectively, of outstanding borrowings under the Credit Facility. As of June 30, 2023, we had a remaining borrowing capacity of $68 million, net of standby letters of credit. For the three and six months ended June 30, 2023, cash interest paid was not significant.

The Credit Facility contains financial covenants and requirements restricting certain of our activities, which are usual and customary for this type of loan. We are also required to maintain compliance with a consolidated leverage ratio and a consolidated interest coverage ratio, in each case, determined in accordance with the terms of the Credit Facility. As of June 30, 2023, we are in compliance with these covenants.

Sources and Uses of Funds

We believe, based on our current operating plan, that our cash and cash equivalents, and cash from operations, will be sufficient to meet our anticipated cash needs for at least the next 12 months. Our longer-term liquidity is contingent upon future operating performance. Future capital expenditures will generally relate to building enhancements to the functionality of our current platform, the acquisition of additional storage, servers, network connectivity hardware, security apparatus and software, leasehold improvements and furniture and fixtures related to office expansion and relocation, content and general corporate infrastructure. 

As of June 30, 2023, we had approximately $78 million in unconditional cash obligations, consisting primarily of purchase obligations related to contracts for cloud-based services, infrastructure and other business services as well as minimum royalty guarantees in connection with certain content licenses, of which the majority is due to be paid within the next two years. In addition, as of June 30, 2023, we had approximately $51 million in operating lease obligations with lease payments extending through 2029.

See Note 14 to our Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for information regarding our existing capital commitments as of June 30, 2023.

Cash Flows 

The following table summarizes our cash flow data for the six months ended June 30, 2023 and 2022 (in thousands):

	Six Months Ended June 30,
	2023		2022
Net cash provided by operating activities	$	96,589	$	59,574
Net cash used in investing activities	$	(66,128)	$	(240,323)
Net cash used in financing activities	$	(57,929)	$	(45,397)

Operating Activities

Our primary source of cash from operating activities is cash collections from our customers. The majority of our revenue is generated from credit card transactions and is typically settled within one to five business days. Our primary uses of cash for operating activities are for the payment of royalties to content contributors, employee-related expenditures and the payment of other operating expenses incurred in the ordinary course of business.

Net cash provided by operating activities was $96.6 million for the six months ended June 30, 2023, compared to $59.6 million for the six months ended June 30, 2022. In the six months ended June 30, 2023, operating cash flows were favorably impacted from changes in the timing of cash collections from our computer vision customers and payments pertaining to operating expenses, which can cause operating cash flow to fluctuate from period to period.

In addition, operating cash flows for the six months ended June 30, 2023 were unfavorably impacted by the recurring and and non-recurring payments made to the Giphy workforce, the reimbursement of which is reflected in Investing Activities on

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the Statement of Cash Flows. Operating cash flows for the six months ended June 30, 2022 were unfavorably impacted by several large accounts payables and accrued expense items from 2021 that were paid in 2022.

Investing Activities

Cash used in investing activities for the six months ended June 30, 2023 was $66.1 million, consisting primarily of (i) $53.7 million used in the acquisition of Giphy, net of cash acquired, (ii) capital expenditures of $22.9 million for internal-use software and website development costs and purchases of software and equipment, and (iii) $5.3 million paid to acquire the rights to distribute certain digital content into perpetuity. These cash outflows were partially offset by (i) $15.8 million of Giphy Retention Compensation, as reimbursed by the Giphy seller.

Cash used in investing activities in the six months ended June 30, 2022 was $240.3 million, consisting primarily of (i) $212.1 million used in the acquisitions of Pond5 and Splash News, net of cash acquired, (ii) capital expenditures of $20.8 million for internal-use software and website development costs and purchases of software and equipment, and (iii) $7.0 million paid to acquire the rights to distribute certain digital content in perpetuity.

Financing Activities

Cash used in financing activities in the six months ended June 30, 2023 was $57.9 million, consisting of (i) $50.0 million used for the repayment of our Credit Facility; (ii) $19.4 million, related to the payment of the quarterly cash dividend, (iii) $14.5 million paid in settlement of tax withholding obligations related to employee stock-based compensation awards and (iv) $4.0 million paid in connection with the repurchase of common stock under our 2023 Share Repurchase Program. These amounts were partially offset by $30.0 million proceeds received from our Credit Facility.

Cash used in financing activities in the six months ended June 30, 2022 was $45.4 million, consisting of (i) $56.9 million in connection with the repurchase of common stock under our share repurchase program; (ii) $21.0 million paid in settlement of tax withholding obligations related to employee stock-based compensation awards; and (iii) $17.4 million related to the payment of the quarterly cash dividend. These amounts were partially offset by $50.0 million proceeds received from our Credit Facility.

Non-GAAP Financial Measures

To supplement our consolidated financial statements presented in accordance with the accounting principles generally accepted in the United States, or GAAP, our management considers certain financial measures that are not prepared in accordance with GAAP, collectively referred to as non-GAAP financial measures, including adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted net income per diluted common share, revenue growth (including by distribution channel) on a constant currency basis (expressed as a percentage), and free cash flow. These non-GAAP financial measures are included solely to provide investors with additional information regarding our financial results and are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to similarly-titled measures presented by other companies.

	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Non-GAAP Financial Measures (in thousands):
Adjusted EBITDA	$	60,055		$	48,927		$	129,819		$	103,736
Adjusted net income	39,058			30,272			86,192			67,456
Free cash flow	$	33,351		$	21,564		$	84,219		$	31,778
Revenue growth on a constant currency basis	1		%	13		%	5		%	12		%

These non-GAAP financial measures have not been calculated in accordance with GAAP, should be considered only in addition to results prepared in accordance with GAAP and should not be considered as a substitute for, or superior to, GAAP measures. In addition, adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted net income per diluted common share, revenue growth (including by distribution channel) on a constant currency basis (expressed as a percentage) and free cash flow should not be construed as indicators of our operating performance, liquidity or cash flows generated by operating, investing and financing activities, as there may be significant factors or trends that they fail to address. We caution investors that non-GAAP financial information, by its nature, departs from traditional accounting conventions; accordingly, its use can make it difficult to compare our current results with our results from other reporting periods and with the results of other companies.

Our management uses these non-GAAP financial measures, in conjunction with GAAP financial measures, as an integral

35

part of managing the business and to, among other things: (i) monitor and evaluate the performance of our business operations, financial performance and overall liquidity; (ii) facilitate management’s internal comparisons of the historical operating performance of its business operations; (iii) facilitate management’s external comparisons of the results of its overall business to the historical operating performance of other companies that may have different capital structures and debt levels; (iv) review and assess the operating performance of our management team and, together with other operational objectives, as a measure in evaluating employee compensation and bonuses; (v) analyze and evaluate financial and strategic planning decisions regarding future operating investments; and (vi) plan for and prepare future annual operating budgets and determine appropriate levels of operating investments. 

Management believes that adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted net income per diluted common share, revenue growth (including by distribution channel) on a constant currency basis (expressed as a percentage) and free cash flow are useful to investors because these measures enable investors to analyze our operating results on the same basis as that used by management. Additionally, management believes that adjusted EBITDA, adjusted EBITDA margin, adjusted net income and adjusted net income per diluted common share provide useful information to investors about the performance of the Company’s overall business because such measures eliminate the effects of unusual or other infrequent charges that are not directly attributable to our underlying operating performance. Management believes that revenue growth (including by distribution channel) on a constant currency basis (expressed as a percentage) provides useful information to investors by eliminating the effect of foreign currency fluctuations that are not directly attributable to our operating performance. Management also believes that providing these non-GAAP financial measures enhances the comparability for investors in assessing our financial reporting. Management believes that free cash flow is useful for investors because it provides them with an important perspective on the cash available for strategic measures, after making necessary capital investments in property and equipment to support the Company’s ongoing business operations and provides them with the same measures that management uses as the basis for making resource allocation decisions.

Our use of non-GAAP financial measures has limitations as an analytical tool, and these measures should not be considered in isolation or as a substitute for an analysis of our results as reported under GAAP, as the excluded items may have significant effects on our operating results and financial condition. Additionally, our methods for measuring non-GAAP financial measures may differ from other companies’ similarly titled measures. When evaluating our performance, these non-GAAP financial measures should be considered in addition to other financial performance measures, including various cash flow metrics, net income and our other GAAP results.

Our method for calculating adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted net income per diluted common share, revenue growth (including by distribution channel) on a constant currency basis (expressed as a percentage) and free cash flow, as well as a reconciliation of the differences between adjusted EBITDA, adjusted net income, revenue growth (including by distribution channel) on a constant currency basis (expressed as a percentage) and free cash flow, and the most comparable financial measures calculated and presented in accordance with GAAP, are presented below.

The expense associated with the Giphy Retention Compensation related to (i) the one-time employment inducement bonuses and (ii) the vesting of the cash value of unvested Meta equity awards held by the employees prior to closing, which are reflected in operating expenses (together, the “Giphy Retention Compensation Expense - non-recurring”), are required payments in accordance with the terms of the acquisition. Meta’s sale of Giphy was directed by the CMA and accordingly, the terms of the acquisition were subject to CMA preapproval. Management considers the operating expense associated with these required payments to be unusual and non-recurring in nature. The Giphy Retention Compensation Expense - non-recurring is not considered ongoing expense necessary to operate the Company’s business. Therefore, such expenses have been included in the below adjustments for calculating adjusted EBITDA, adjusted EBITDA margin, adjusted net income and adjusted net income per diluted common share. For the three months ended June 30, 2023, the Company also incurred $0.5 million of Giphy Retention Compensation expense related to recurring employee costs, which is included in operating expenses, and are not included in the below adjustments for calculating adjusted EBITDA, adjusted EBITDA margin, adjusted net income and adjusted net income per diluted common share.

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Adjusted EBITDA and Adjusted EBITDA Margin

We define adjusted EBITDA as net income adjusted for depreciation and amortization, non-cash equity-based compensation, bargain purchase gain related to the acquisition of Giphy, Giphy Retention Compensation Expense - non-recurring, foreign currency transaction gains and losses, severance costs associated with strategic workforce optimizations, interest income and expense and income taxes. We define adjusted EBITDA margin as the ratio of adjusted EBITDA to revenue.

The following is a reconciliation of net income to adjusted EBITDA for each of the periods indicated (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Net income	$	50,013		$	19,445		$	82,856		$	46,017
Add / (less) Non-GAAP adjustments:
Depreciation and amortization	19,206			16,510			38,102			31,575
Non-cash equity-based compensation	14,943			7,043			23,586			14,869
Bargain purchase gain	(41,940)			—			(41,940)			—
Giphy Retention Compensation Expense - non-recurring	17,191			—			17,191			—
Other adjustments, net(1)	(726)			2,661			85			1,903
Provision for income taxes	1,368			3,268			9,939			9,372
Adjusted EBITDA	$	60,055		$	48,927		$	129,819		$	103,736
Adjusted EBITDA margin	28.8		%	23.7		%	30.6		%	25.6		%

_______________________________________________________________________________

(1)Other adjustments, net includes unrealized foreign currency transaction gains and losses, severance associated with strategic workforce optimizations and interest income and expense.

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Adjusted Net Income and Adjusted Net Income Per Diluted Common Share

We define adjusted net income as net income adjusted for the impact of non-cash equity-based compensation, the amortization of acquisition-related intangible assets, bargain purchase gain related to the acquisition of Giphy, Giphy Retention Compensation Expense - non-recurring, severance costs associated with strategic workforce optimizations and the estimated tax impact of such adjustments. We define adjusted net income per diluted common share as adjusted net income divided by weighted average diluted shares.

The following is a reconciliation of net income to adjusted net income for each of the periods indicated (in thousands, except per share data):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(in thousands)
Net income	$	50,013	$	19,445	$	82,856	$	46,017
Add / (less) Non-GAAP adjustments:
Non-cash equity-based compensation	14,943		7,043		23,586		14,869
Tax effect of non-cash equity-based compensation(1)	(3,512)		(1,655)		(5,543)		(3,493)
Acquisition-related amortization expense	8,370		7,110		16,528		13,155
Tax effect of acquisition-related amortization expense(1)	(1,967)		(1,671)		(3,884)		(3,092)
Bargain purchase gain	(41,940)		—		(41,940)		—
Giphy Retention Compensation Expense - non-recurring	17,191		—		17,191		—
Tax effect of Giphy Retention Compensation Expense - non-recurring	(4,040)		—		(4,040)		—
Other	—		—		1,856		—
Tax effect of other(1)	—		—		(418)		—
Adjusted net income	$	39,058	$	30,272	$	86,192	$	67,456
Net income per diluted share	$	1.37	$	0.53	$	2.27	$	1.25
Adjusted net income per diluted common share	$	1.07	$	0.83	$	2.36	$	1.83
Weighted average diluted shares	36,406		36,578		36,490		36,890

(1)Statutory tax rates are used to calculate the tax effect of the adjustments.

Revenue Growth (including by distribution channel) on a Constant Currency Basis

We define revenue growth (including by distribution channel) on a constant currency basis (expressed as a percentage) as the increase in current period revenues over prior period revenues, utilizing fixed exchange rates for translating foreign currency revenues for all periods in the comparison.

	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Reported revenue (in thousands)	$	208,840		$	206,872		$	424,120		$	406,004
Revenue growth	1		%	9		%	4		%	9		%
Revenue growth on a constant currency basis	1		%	13		%	5		%	12		%
E-commerce reported revenue (in thousands)	$	111,903		$	127,388		$	231,657		$	254,458
E-commerce revenue growth	(12)		%	6		%	(9)		%	6		%
E-commerce revenue growth on a constant currency basis	(12)		%	9		%	(8)		%	9		%
Enterprise reported revenue (in thousands)	$	96,937		$	79,484		$	192,463		$	151,546
Enterprise revenue growth	22		%	15		%	27		%	13		%
Enterprise revenue growth on a constant currency basis	22		%	19		%	28		%	16		%

38

Free Cash Flow

We define free cash flow as our cash provided by operating activities, adjusted for capital expenditures, content acquisition and cash received related to Giphy Retention Compensation in connection with the acquisition of Giphy.

The following is a reconciliation of net cash provided by operating activities to free cash flow for each of the periods indicated (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net cash provided by operating activities	$	29,814	$	36,851	$	96,589	$	59,574
Capital expenditures	(10,490)		(9,022)		(22,870)		(20,797)
Content acquisitions	(1,725)		(6,265)		(5,252)		(6,999)
Cash received related to Giphy Retention Compensation	15,752		—		15,752		—
Free Cash Flow	$	33,351	$	21,564	$	84,219	$	31,778

39

Item 3.         Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to market risks in the ordinary course of our business, including risks related to foreign currency exchange rate fluctuation, interest rate fluctuation and inflation.

Foreign Currency Exchange Risk 

Our sales to international customers are denominated in multiple currencies, including but not limited to the U.S. dollar, the euro, the British pound, the Australian dollar and the Japanese yen. Revenue denominated in foreign currencies as a percentage of total revenue was approximately 30% and 33% for the six months ended June 30, 2023 and 2022, respectively. Changes in exchange rates will affect our revenue and certain operating expenses to the extent that our revenue is generated and expenses are incurred in currencies other than the U.S. dollar. Royalties earned by and paid to contributors are denominated in the U.S. dollar and will not be affected by changes in exchange rates. Based on our foreign currency denominated revenue for the six months ended June 30, 2023, we estimate that a 10% change in the exchange rate of the U.S. dollar against all foreign currency denominated revenues would result in an approximately 3% impact on our revenue.

We have established foreign subsidiaries in various countries and have concluded that the functional currency of these entities is generally the local currency. Business transacted in currencies other than each entity’s functional currency results in transactional gains and losses. Translation adjustments resulting from converting the foreign subsidiaries’ financial statements into U.S. dollars are recorded as a component of accumulated other comprehensive loss in stockholders’ equity. We do not currently enter into derivatives or other financial instruments in order to hedge our foreign currency exchange risk, but we may do so in the future.

Our historical revenue by currency is as follows (in thousands):

	Three Months Ended June 30,								Six Months Ended June 30,
	2023				2022				2023				2022
	U.S. Dollars		Originating Currency		U.S. Dollars		Originating Currency		U.S. Dollars		Originating Currency		U.S. Dollars		Originating Currency
Euro	$	35,402	€	32,367	$	40,024	€	36,743	$	71,377	€	66,001	$	77,642	€	69,758
British pounds	14,330		£	11,303	14,755		£	11,521	28,398		£	22,740	28,220		£	21,514
All other non-U.S. currencies(1)	14,000				15,095				28,371				29,281
Total foreign currency	63,732				69,874				128,146				135,143
U.S. dollar	145,108				136,998				295,974				270,861
Total revenue	$	208,840			$	206,872			$	424,120			$	406,004

(1)Includes no single currency which exceeded 5% of total revenue for any of the periods presented.

Interest Rate Fluctuation Risk

Our cash and cash equivalents consist of cash and money market accounts. The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk. The fair value of our cash and cash equivalents is not particularly sensitive to interest rate changes.

Amounts borrowed under our Credit Facility accrue interest at a per annum rate based on either (i) the base rate plus a margin ranging from 0.125% to 0.500%, determined based on our consolidated leverage ratio or (ii) the Term Secured Overnight Financing Rate (for interest periods of 1, 3 or 6 months) plus a margin ranging from 1.125% to 1.5%, determined based on our consolidated leverage ratio. A hypothetical 10% change in interest rates would not have a material impact on our interest expense as of June 30, 2023.

Inflation Risk

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

40

Item 4.         Controls and Procedures.

Evaluation of Disclosure Controls and Procedures 

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2023. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. However, any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objective.

Based on the evaluation of our disclosure controls and procedures as of June 30, 2023, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

41

PART II.     OTHER INFORMATION

Item 1.        Legal Proceedings.

Although we are not currently a party to any material active litigation, from time to time, third parties assert claims against us regarding intellectual property rights, employment matters, privacy issues and other matters arising during the ordinary course of business. Although we cannot be certain of the outcome of any litigation or the disposition of any claims, nor the amount of damages and exposure, if any, that we could incur, we currently believe that the final disposition of all existing matters will not have a material adverse effect on our business, results of operations, financial condition or cash flows. In addition, in the ordinary course of our business, we are also subject to periodic threats of lawsuits, investigations and claims. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Item 1A.    Risk Factors.

We operate in a rapidly changing environment that involves a number of risks that could materially affect our business, financial condition or future results, some of which are beyond our control. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our 2022 Form 10-K, which could materially affect our business, financial condition or future results. During the three months ended June 30, 2023, there were no material changes to these risk factors as described in our 2022 Form 10-K.

Item 2.        Unregistered Sales of Equity Securities and Use of Proceeds.

(c)

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)
April 1 - 30, 2023	—	$	—	—
May 1 - 31, 2023	—	—		—
June 1 - 30, 2023	80,369	49.78		80,369
	80,369	$	49.78	80,369	$	95,999,234

_______________________________________________________________________________

(1)We purchased shares of our common stock in open market purchases pursuant to share repurchases authorized by our Board of Directors. In June 2023, our Board of Directors authorized the repurchase of up to $100 million of our common stock. As of June 30, 2023, $96.0 million remained available for purchase under this authorization.

Item 5.    Other Information.

(c) Insider Trading Arrangements

During the quarter ended June 30, 2023, none of our directors or officers (as defined in Section 16 of the Securities Exchange Act of 1934, as amended), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (each as defined in Item 408(a) and (c), respectively, of Regulation S-K).

Item 6.        Exhibits.

See the Exhibit Index, which immediately precedes the signature page of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

42

EXHIBIT INDEX

Exhibit
Number	Exhibit Description
2.1	Stock Purchase Agreement, dated May 22, 2023
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#	Certification 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 - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

______________________________________ 

#    Filed herewith.

43

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SHUTTERSTOCK, INC.
Dated: August 1, 2023	By:	/s/ Jarrod Yahes
		Jarrod Yahes
		Chief Financial Officer
		(Principal Financial Officer)
Dated: August 1, 2023	By:	/s/ Steven Ciardiello
		Steven Ciardiello
		Chief Accounting Officer
		(Principal Accounting Officer)

44

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF

THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Paul Hennessy, certify that:

1.          I have reviewed this quarterly report on Form 10-Q 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: August 1, 2023	By:	/s/ Paul Hennessy
		Paul Hennessy
		Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF

THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Jarrod Yahes, certify that:

1.          I have reviewed this quarterly report on Form 10-Q 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: August 1, 2023	By:	/s/ Jarrod Yahes
		Jarrod Yahes
		Chief Financial Officer
		(Principal Financial Officer)

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Shutterstock, Inc., for the quarterly period ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul Hennessy, as Chief Executive Officer of Shutterstock, Inc., hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Shutterstock, Inc.

Date: August 1, 2023	By:	/s/ Paul Hennessy
		Paul Hennessy
		Chief Executive Officer
		(Principal Executive Officer)

In connection with the Quarterly Report on Form 10-Q of Shutterstock, Inc., for the quarterly period ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jarrod Yahes, as Chief Financial Officer of Shutterstock, Inc., hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Shutterstock, Inc.

Date: August 1, 2023	By:	/s/ Jarrod Yahes
		Jarrod Yahes
		Chief Financial Officer
		(Principal Financial Officer)

XML

Cover Page - shares	6 Months Ended
	Jun. 30, 2023	Jul. 28, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-35669
Entity Registrant Name	SHUTTERSTOCK, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	80-0812659
Entity Address, Address Line One	350 Fifth Avenue, 20th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10118
City Area Code	646
Local Phone Number	710-3417
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	SSTK
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		36,078,720
Entity Central Index Key	0001549346
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2

XML

Consolidated Balance Sheets - USD ($) shares in Thousands, $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 87,146	$ 115,154
Accounts receivable, net of allowance of $5,641 and $5,830	61,715	67,249
Prepaid expenses and other current assets	124,554	33,268
Total current assets	273,415	215,671
Property and equipment, net	59,434	54,548
Right-of-use assets	17,233	17,593
Intangible assets, net	202,090	173,087
Goodwill	383,045	381,920
Deferred tax assets, net	1,609	16,533
Other assets	67,435	21,832
Total assets	1,004,261	881,184
Current liabilities:
Accounts payable	6,095	7,183
Accrued expenses	112,231	89,387
Contributor royalties payable	40,561	38,649
Deferred revenue	207,483	187,070
Debt	30,000	50,000
Other current liabilities	11,195	11,445
Total current liabilities	407,565	383,734
Deferred tax liability, net	17,255	4,465
Lease liabilities	33,382	35,611
Other non-current liabilities	26,552	9,892
Total liabilities	484,754	433,702
Commitments and contingencies (Note 14)
Stockholders’ equity:
Common stock, $0.01 par value; 200,000 shares authorized; 39,884 and 39,605 shares issued and 36,028 and 35,829 shares outstanding as of June 30, 2023 and December 31, 2022, respectively	398	396
Treasury stock, at cost; 3,856 and 3,776 shares as of June 30, 2023 and December 31, 2022, respectively	(204,008)	(200,008)
Additional paid-in capital	402,728	391,482
Accumulated comprehensive loss	(14,131)	(15,439)
Retained earnings	334,520	271,051
Total stockholders’ equity	519,507	447,482
Total liabilities and stockholders’ equity	$ 1,004,261	$ 881,184
Treasury Stock, Common, Shares	3,856	3,856

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 5,641	$ 5,830
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, shares issued (in shares)	39,884,000	39,605,000
Common stock, shares outstanding (in shares)	36,028,000	35,829,000
Treasury stock, shares held in treasury (in shares)	3,856,000	3,856,000

XML

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenue	$ 208,840	$ 206,872	$ 424,120	$ 406,004
Operating expenses:
Cost of revenue	84,416	77,019	162,579	146,470
Sales and marketing	48,392	54,229	95,919	107,558
Product development	29,218	17,162	44,624	30,788
General and administrative	38,099	33,088	71,914	63,896
Total operating expenses	200,125	181,498	375,036	348,712
Income from operations	8,715	25,374	49,084	57,292
Bargain purchase gain	41,940	0	41,940	0
Other income / (expense), net	726	(2,661)	1,771	(1,903)
Income before income taxes	51,381	22,713	92,795	55,389
Provision for income taxes	1,368	3,268	9,939	9,372
Net income	$ 50,013	$ 19,445	$ 82,856	$ 46,017
Earnings per share:
Basic (in dollars per share)	$ 1.39	$ 0.54	$ 2.31	$ 1.27
Diluted (in dollars per share)	$ 1.37	$ 0.53	$ 2.27	$ 1.25
Weighted average common shares outstanding:
Basic (in shares)	36,047	36,123	35,952	36,213
Diluted (in shares)	36,406	36,578	36,490	36,890

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Net income	$ 50,013	$ 19,445	$ 82,856	$ 46,017
Foreign currency translation gain / (loss)	(111)	(4,945)	1,308	(5,831)
Other comprehensive income / (loss)	(111)	(4,945)	1,308	(5,831)
Comprehensive income	$ 49,902	$ 14,500	$ 84,164	$ 40,186

XML

Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Treasury Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income / (Loss)	Retained Earnings
Beginning balance (in shares) at Dec. 31, 2021		39,209
Beginning balance at Dec. 31, 2021	$ 468,482	$ 392	$ (127,196)	$ 376,537	$ (10,788)	$ 229,537
Beginning balance (in shares) at Dec. 31, 2021			2,792
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	14,870			14,870
Issuance of common stock in connection with employee stock option exercises and RSU vesting (in shares)		503
Issuance of common stock in connection with employee stock option exercises and RSU vesting	568	$ 5		563
Common shares withheld for settlement of taxes in connection with equity-based compensation (in shares)		(230)
Common shares withheld for settlement of taxes in connection with equity-based compensation	(21,038)	$ (2)		(21,036)
Repurchase of treasury shares (in shares)			709
Repurchase of treasury shares	(56,604)		$ (56,604)
Cash dividends paid	(17,371)					(17,371)
Other comprehensive income (loss)	(5,831)				(5,831)
Net income	46,017					46,017
Ending balance (in shares) at Jun. 30, 2022		39,482
Ending balance at Jun. 30, 2022	429,093	$ 395	$ (183,800)	370,934	(16,619)	258,183
Ending balance (in shares) at Jun. 30, 2022			3,501
Beginning balance (in shares) at Mar. 31, 2022		39,352
Beginning balance at Mar. 31, 2022	444,423	$ 394	$ (165,465)	373,765	(11,674)	247,403
Beginning balance (in shares) at Mar. 31, 2022			3,214
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	7,044			7,044
Issuance of common stock in connection with employee stock option exercises and RSU vesting (in shares)		242
Issuance of common stock in connection with employee stock option exercises and RSU vesting	568	$ 2		566
Common shares withheld for settlement of taxes in connection with equity-based compensation (in shares)		(112)
Common shares withheld for settlement of taxes in connection with equity-based compensation	(10,442)	$ (1)		(10,441)
Repurchase of treasury shares (in shares)			287
Repurchase of treasury shares	(18,335)		$ (18,335)
Cash dividends paid	(8,665)					(8,665)
Other comprehensive income (loss)	(4,945)				(4,945)
Net income	19,445					19,445
Ending balance (in shares) at Jun. 30, 2022		39,482
Ending balance at Jun. 30, 2022	$ 429,093	$ 395	$ (183,800)	370,934	(16,619)	258,183
Ending balance (in shares) at Jun. 30, 2022			3,501
Beginning balance (in shares) at Dec. 31, 2022	35,829	39,605
Beginning balance at Dec. 31, 2022	$ 447,482	$ 396	$ (200,008)	391,482	(15,439)	271,051
Beginning balance (in shares) at Dec. 31, 2022	3,856		3,776
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	$ 23,586			23,586
Issuance of common stock in connection with employee stock option exercises and RSU vesting (in shares)		461
Issuance of common stock in connection with employee stock option exercises and RSU vesting	2	$ 4		(2)
Common shares withheld for settlement of taxes in connection with equity-based compensation (in shares)		(182)
Common shares withheld for settlement of taxes in connection with equity-based compensation	(12,340)	$ (2)		(12,338)
Repurchase of treasury shares (in shares)			80
Repurchase of treasury shares	(4,000)		$ (4,000)
Cash dividends paid	(19,387)					(19,387)
Other comprehensive income (loss)	1,308				1,308
Net income	$ 82,856					82,856
Ending balance (in shares) at Jun. 30, 2023	36,028	39,884
Ending balance at Jun. 30, 2023	$ 519,507	$ 398	$ (204,008)	402,728	(14,131)	334,520
Ending balance (in shares) at Jun. 30, 2023	3,856		3,856
Beginning balance (in shares) at Mar. 31, 2023		39,690
Beginning balance at Mar. 31, 2023	$ 476,534	$ 396	$ (200,008)	395,934	(14,020)	294,232
Beginning balance (in shares) at Mar. 31, 2023			3,776
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	14,943			14,943
Issuance of common stock in connection with employee stock option exercises and RSU vesting (in shares)		317
Issuance of common stock in connection with employee stock option exercises and RSU vesting	0	$ 3		(3)
Common shares withheld for settlement of taxes in connection with equity-based compensation (in shares)		(123)
Common shares withheld for settlement of taxes in connection with equity-based compensation	(8,147)	$ (1)		(8,146)
Repurchase of treasury shares (in shares)			80
Repurchase of treasury shares	(4,000)		$ (4,000)
Cash dividends paid	(9,725)					(9,725)
Other comprehensive income (loss)	(111)				(111)
Net income	$ 50,013					50,013
Ending balance (in shares) at Jun. 30, 2023	36,028	39,884
Ending balance at Jun. 30, 2023	$ 519,507	$ 398	$ (204,008)	$ 402,728	$ (14,131)	$ 334,520
Ending balance (in shares) at Jun. 30, 2023	3,856		3,856

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 82,856	$ 46,017
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	38,102	31,575
Deferred taxes	(146)	(3,602)
Non-cash equity-based compensation	23,586	14,869
Bad debt expense	1,025	620
Bargain purchase gain	(41,940)	0
Changes in operating assets and liabilities:
Accounts receivable	5,709	(762)
Prepaid expenses and other current and non-current assets	(29,834)	(1,207)
Accounts payable and other current and non-current liabilities	(4,144)	(28,980)
Contributor royalties payable	1,822	3,713
Deferred revenue	19,553	(2,669)
Net cash provided by operating activities	96,589	59,574
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(22,870)	(20,797)
Business combination, net of cash acquired	(53,721)	(212,096)
Cash received related to Giphy Retention Compensation	15,752	0
Asset acquisitions	0	(150)
Acquisition of content	(5,252)	(6,999)
Security deposit payment	(37)	(281)
Net cash used in investing activities	(66,128)	(240,323)
CASH FLOWS FROM FINANCING ACTIVITIES
Repurchase of treasury shares	(4,000)	(56,937)
Proceeds from exercise of stock options	3	568
Cash paid related to settlement of employee taxes related to RSU vesting	(14,545)	(21,038)
Payment of cash dividend	(19,387)	(17,371)
Proceeds from credit facility	30,000	50,000
Repayment of credit facility	(50,000)	0
Payment of debt issuance costs	0	(619)
Net cash used in financing activities	(57,929)	(45,397)
Effect of foreign exchange rate changes on cash	(540)	(3,825)
Net decrease in cash and cash equivalents	(28,008)	(229,971)
Cash and cash equivalents, beginning of period	115,154	314,017
Cash and cash equivalents, end of period	87,146	84,046
Supplemental Disclosure of Cash Information:
Cash paid for income taxes	6,795	12,700
Cash paid for interest	$ 429	$ 90

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Summary of Operations and Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Summary of Operations and Significant Accounting Policies

Summary of Operations and Significant Accounting Policies

Summary of Operations

Shutterstock, Inc. (the “Company” or “Shutterstock”) is a premier partner for transformative brands, digital media and marketing companies. The Company’s platform brings together users and contributors of content by providing readily-searchable content that our customers pay to license and by compensating contributors as their content is licensed. Contributors upload their content to the Company’s web properties in exchange for royalty payments based on customer download activity. Beyond content, customers also leverage the Company’s platform to assist with the entire creative process from ideation through creative execution.

The Company’s key content offerings include:

•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.

•3 Dimensional (“3D”) Models - consisting of 3D models, used in a variety of industries such as advertising, media and video production, gaming, retail, education, design and architecture.

Basis of Presentation

The unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all information and footnotes required by GAAP for complete financial statements.

The interim Consolidated Balance Sheet as of June 30, 2023, and the Consolidated Statements of Operations, Comprehensive Income and Stockholders’ Equity for the three and six months ended June 30, 2023 and 2022, and the Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022 are unaudited. The Consolidated Balance Sheet as of December 31, 2022, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures required by GAAP. These unaudited interim financial statements have been prepared on a basis consistent with the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, which include all normal recurring adjustments necessary to fairly state the Company’s financial position as of June 30, 2023, and its consolidated results of operations, comprehensive income, stockholders’ equity and cash flows for the three and six months ended June 30, 2023 and 2022. The financial data and the other financial information disclosed in the notes to the financial statements related to these periods are also unaudited. The results of operations for the six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2023 or for any other future annual or interim period.

These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K, which was filed with the SEC on February 14, 2023. The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain immaterial changes in presentation have been made to conform the prior period presentation to current period reporting.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements. Actual results could differ from those estimates. Such estimates include, but are not limited to, the determination of the allowance for doubtful accounts, the volume of expected unused licenses for our subscription-based products, the assessment of recoverability of property and equipment, the fair value of acquired goodwill and intangible assets, the amount of non-cash equity-based compensation, the assessment of recoverability of deferred tax assets, the measurement of income tax and contingent non-income tax liabilities and the determination of the incremental borrowing rate used to calculate the lease liability.

Cash and Cash Equivalents

The Company’s cash and cash equivalents consist primarily of bank deposits.

Accounts Receivable and Allowance for Doubtful Accounts

The Company’s accounts receivable consists of customer obligations due under normal trade terms, carried at their face value less an allowance for doubtful accounts, if required. The Company determines its allowance for doubtful accounts and credit losses based on an evaluation of (i) the aging of its accounts receivable considering historical receivables loss rates, (ii) on a customer-by-customer basis, where appropriate, and (iii) the economic environments in which the Company operates.

During the six months ended June 30, 2023, the Company recorded bad debt expense of $1.0 million. As of June 30, 2023 and December 31, 2022, the Company’s allowance for doubtful accounts was approximately $5.6 million and $5.8 million, respectively. The allowance for doubtful accounts is included as a reduction of accounts receivable on the Consolidated Balance Sheets.

The Company has certain customer arrangements that contain financing elements. Interest income earned from these financing receivables is recorded on the effective interest method and is included within interest income on the Consolidated Statements of Operations. As of June 30, 2023, approximately $14.6 million of financing receivables were included in Accounts receivable on the Consolidated Balance Sheets.

In addition, as of June 30, 2023 and December 31, 2022, one customer accounted for approximately 15% and 22% of the accounts receivable balance, respectively. No other customers accounted for or exceeded 10% of the accounts receivable balance at these dates.

Chargeback and Sales Refund Allowance

The Company establishes a chargeback allowance and sales refund reserve allowance based on factors surrounding historical credit card chargeback trends, historical sales refund trends and other information. As of June 30, 2023 and December 31, 2022, the Company’s combined allowance for chargebacks and sales refunds was $0.4 million, which was included as a component of other current liabilities on the Consolidated Balance Sheets.

Revenue Recognition

The majority of the Company’s revenue is earned from the license of content. Content licenses are generally purchased on a monthly or annual basis, whereby a customer pays for a predetermined quantity of content that may be downloaded over a specific period of time, or, on a transactional basis, whereby a customer pays for individual content licenses at the time of download. The Company also generates revenue from tools made available through the Company’s platform.

For contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation based on a relative standalone selling price. The standalone selling price is determined based on the price at which the performance obligation is sold separately, or if not observable through past transactions, is estimated taking into account available information including internally approved pricing guidelines and pricing information of comparable products.

The Company recognizes revenue upon the satisfaction of performance obligations. The Company recognizes revenue on both its subscription-based and transaction-based products when content is downloaded by a customer, at which time the license is provided. In addition, the Company estimates expected unused licenses for subscription-based products and recognizes the revenue associated with the unused licenses as digital content is downloaded and licenses are obtained for such content by the customer during the subscription period. The estimate of unused licenses is based on historical download activity and future changes in the estimate could impact the timing of revenue recognition of the Company’s subscription products. For revenue associated with tools available through the Company’s platform, revenue is recognized on a straight-line basis over the

subscription period. The Company expenses contract acquisition costs as incurred, to the extent that the amortization period would otherwise be one year or less.

Collectability is probable at the time the electronic order or contract is entered. A significant portion of the Company’s customers purchase products by making electronic payments with a credit card at the time of the transaction. Customer payments received in advance of revenue recognition are contract liabilities and are recorded as deferred revenue. Customers that do not pay in advance are invoiced and are required to make payments under standard credit terms. Collectability for customers who pay on credit terms allowing for payment beyond the date at which service commences, is based on a credit evaluation for certain new customers and transaction history with existing customers. 

The Company recognizes revenue gross of contributor royalties because the Company is the principal in the transaction as it is the party responsible for the performance obligation and it controls the product or service before transferring it to the customer. The Company also licenses content to customers through third-party resellers. Third-party resellers sell the Company’s products directly to customers as the principal in those transactions. Accordingly, the Company recognizes revenue net of costs paid to resellers.

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Fair Value Measurements and Long-term Investments

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements and Long-term Investments

Fair Value Measurements and Long-term Investments

Fair Value Measurements

The Company had no assets or liabilities requiring fair value hierarchy disclosures as of June 30, 2023 or December 31, 2022, except as noted below.

Other Fair Value Measurements

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature of these instruments. Debt consists of principal amounts outstanding under our credit facility, which approximates fair value as underlying interest rates are reset regularly based on current market rates and is classified as Level 2. The Company’s non-financial assets, which include long-lived assets, intangible assets and goodwill, are not required to be measured at fair value on a recurring basis. However, if the Company is required to evaluate a non-financial asset for impairment, whether due to certain triggering events or because annual impairment testing is required, a resulting asset impairment would require that the non-financial asset be recorded at fair value.

Long-term Investments

As of June 30, 2023 and December 31, 2022, the Company’s long-term investments were in equity securities with no readily determinable fair value, totaled $20.0 million, and were reported within other assets on the Consolidated Balance Sheets. The Company uses the measurement alternative for these equity investments and their carrying value is reported at cost, adjusted for impairments or any observable price changes in ordinary transactions with identical or similar investments.

On a quarterly basis, the Company evaluates the carrying value of its long-term investments for impairment, which includes an assessment of revenue growth, earnings performance, working capital and general market conditions. As of June 30, 2023, no adjustments to the carrying values of the Company’s long-term investments were identified as a result of this assessment. Changes in performance negatively impacting operating results and cash flows of these investments could result in the Company recording an impairment charge in future periods.

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Acquisitions

6 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisitions

Acquisitions

Giphy, Inc.

On May 22, 2023, the Company entered into a Stock Purchase Agreement with Meta Platforms, Inc. (“Meta”) dated May 22, 2023 (the “Purchase Agreement”). On June 23, 2023, the Company completed its acquisition of all of the outstanding shares of Giphy, Inc. (“Giphy”) from Meta. The consideration payable by the Company pursuant to the Purchase Agreement is $53 million in net cash, in addition to cash acquired, assumed debt and other working capital adjustments. The consideration was paid with existing cash on hand. Giphy is a New York-based company that operates a collection of GIFs and stickers that supplies casual conversational content. The Company believes its acquisition of Giphy extends Shutterstock’s audience touchpoints beyond primarily professional marketing and advertising use cases and expands into casual conversations.

In January 2023, the United Kingdom Competition and Markets Authority (the “CMA”) issued its final order requiring Meta to divest its ownership of Giphy, which Meta acquired in 2020. In connection with the closing of the acquisition, whose terms were preapproved by the CMA, the Company and Meta entered into a transitional services agreement (the “TSA”) pursuant to which Meta is responsible for certain costs related to retention of Giphy employees, including (i) recurring salary, bonus, and benefits through August 2024, which would be $35.6 million if all employees are retained through August 2024, and (ii) nonrecurring items, totaling $87.9 million, comprised of one-time employment inducement bonuses and the cash value of unvested Meta equity awards (the “Giphy Retention Compensation”).

The Giphy Retention Compensation will be paid to the individuals for being employees of the Company subsequent to the completion of the acquisition. Accordingly, it was determined that the payments by the Company are for future service requirements and will be reflected as operating expenses, less any amounts earned by the employees prior to the acquisition, in the Company’s Statements of Operations as incurred. The Giphy Retention Compensation is reflected as a reduction of the purchase price and has been funded into an escrow account.

The Giphy purchase price will result in net cash to be received by the Company, is as follows:

	Purchase Price
Purchase price	$	53,000
Cash acquired and other working capital adjustments	4,750
Cash paid on closing	$	57,750
Fair value of Giphy Retention Compensation contingent consideration1	(98,723)
Fair value of consideration attributable to pre-combination service2	34,972
Net purchase price	$	(6,001)

1 - This amount consists of $123.5 million of Giphy Retention Compensation, adjusted for $18.9 million of income tax obligations associated with the receipt of the Giphy Retention Compensation and $5.9 million for the time value of money.

2 - Relates to the cash value of replaced unvested Meta equity awards attributable to pre-combination services.

Upon closing of the acquisition, the Company also entered into an agreement with Meta whereby the Company will provide Meta with Giphy content through API services for a period of two years. The Company allocated and deferred $30 million of the business combination proceeds to this agreement, which will be recognized as revenue as services are provided.

The identifiable intangible assets, which include developed technology and the trade name have weighted average useful lives of approximately 4.0 years and 15.0 years, respectively. The fair value of the developed technology was determined using the cost to recreate method, and the fair value of the trade name was determined using the relief-from-royalty method.

The Giphy transaction was accounted for using the acquisition method and, accordingly, the results of the acquired business has been included in the Company’s results of operations from the acquisition date. The fair value of consideration transferred in this business combination has been allocated to the intangible and tangible assets acquired and liabilities assumed at the acquisition date, with the excess of the fair value of the net assets acquired over the net consideration received recorded as a bargain purchase gain. The identifiable intangible assets of these acquisitions are being amortized on a straight-line basis.

The aggregate purchase price for this acquisition has been allocated to the assets acquired and liabilities assumed as follows (in thousands):

Assets acquired and liabilities assumed:	Giphy1
Cash and cash equivalents	$	4,030
Prepaid expenses and other current assets	1,416
Right of use assets	1,243
Intangible assets:
Trade name	21,000
Developed technology	21,500
Intangible assets	42,500
Other assets	1,647
Total assets acquired	$	50,836
Accounts payable, accrued expenses and other liabilities	(4,949)
Deferred tax liability	(8,858)
Lease liability	(1,090)
Total liabilities assumed	(14,897)
Net assets acquired	$	35,939
Net purchase price	(6,001)
Bargain purchase gain	$	41,940

1 - The measurement and allocation of the purchase price is preliminary and will be finalized within the allowable measurement period once the Company finalizes its assessment of fair value of intangible assets, income tax balances and other assets acquired and liabilities assumed.

The Company recognized a non-taxable bargain purchase gain of $41.9 million, representing the excess of the fair value of the net assets acquired in addition to the net consideration to be received from Meta. The bargain purchase gain is the result of the CMA’s regulatory order requiring Meta’s divestiture of Giphy and the Giphy Retention Compensation payments. In connection with the acquisition, the Company incurred approximately $3.0 million of transaction costs, which is included in general and administrative expenses on the Consolidated Statements of Operations.

As of June 30, 2023, Shutterstock’s receivable of $101.9 million, is against an escrow fully funded by Meta. $71.7 million and $30.2 million are included within Prepaid expenses and other current assets and Other assets, respectively, on the Consolidated Balance Sheet.

2022 Acquisitions

Pond5, Inc.

On May 11, 2022, the Company completed its acquisition of all of the outstanding shares of Pond5, for approximately $218.0 million. The total purchase price was paid with existing cash on hand as well as a $50 million drawdown on the Company’s revolving credit facility. In connection with the acquisition, the Company incurred approximately $4.0 million of transaction costs, which is included in general and administrative expenses on the Consolidated Statements of Operations.

Pond5 is a New York based company that operates a video-first content marketplace for royalty-free and editorial video. The Company believes its acquisition of this video-first content marketplace provides expanded offerings across footage, image and music.

The identifiable intangible assets, which include customer relationships, developed technology and trade names have weighted average useful lives of approximately 14.2 years, 5 years and 10 years, respectively. The goodwill arising from the transaction is primarily attributable to expected operational synergies and is not deductible for income tax purposes.

Splash News

On May 28, 2022, the Company completed its acquisition of all of the outstanding shares of Splash News, for approximately $6.3 million. The total purchase price was paid with existing cash on hand. In connection with the acquisition, the Company incurred approximately $0.3 million of transaction costs, which is included in general and administrative expenses on the Consolidated Statements of Operations.

Splash News is a United Kingdom based entertainment news network and is a source for image and video content across celebrity, red carpet and live events. The Company believes this acquisition expands Shutterstock Editorial’s Newsroom offering for access to premium exclusive content.

The identifiable intangible asset, developed technology, has a useful life of approximately 4 years. The goodwill arising from the transaction is primarily attributable to expected operational synergies and is not deductible for income tax purposes.

The Pond5 and Splash News transactions were accounted for using the acquisition method and, accordingly, the results of the acquired businesses have been included in the Company’s results of operations from the respective acquisition dates. The fair value of consideration transferred in these business combinations has been allocated to the intangible and tangible assets acquired and liabilities assumed at the acquisition date, with the remaining unallocated amount recorded as goodwill. The identifiable intangible assets of these acquisitions are being amortized on a straight-line basis. The fair value of the customer relationships was determined using a variation of the income approach known as the multiple-period excess earnings method. The fair value of the trade name was determined using the relief-from-royalty method, and the fair value of the developed technology was determined using the relief-from-royalty and the cost to recreate methods.

The aggregate purchase price for these acquisitions has been allocated to the assets acquired and liabilities assumed as follows (in thousands):

Assets acquired and liabilities assumed:	Pond51		Splash News		Total
Cash and cash equivalents	$	11,675	$	180	$	11,855
Accounts receivable	1,273		500		$	1,773
Other assets	1,102		525		1,627
Right of use asset	1,674		—		1,674
Intangible assets:
Customer relationships	34,900		—		34,900
Trade name	5,300		—		5,300
Developed technology	27,600		1,263		28,863
Intangible assets	67,800		1,263		69,063
Goodwill	158,957		5,565		164,522
Total assets acquired	$	242,481	$	8,033	$	250,514
					—
Accounts payable, accrued expenses and other liabilities	(9,304)		(1,528)		(10,832)
Contributor royalties payable	(3,039)				(3,039)
Deferred revenue	(3,705)		—		(3,705)
Deferred tax liability	(6,381)		(189)		(6,570)
Lease liability	(2,038)		—		(2,038)
Total liabilities assumed	(24,467)		(1,717)		(26,184)
Net assets acquired	$	218,014	$	6,316	$	224,330

____________________________________________________

1 During the three months ended September 30, 2022, the Company updated its preliminary allocation of the Pond5 purchase price to the assets acquired and liabilities assumed. This resulted in a (i) $4.0 million increase to goodwill, (ii) a $4.1 million decrease to intangible assets, including a $7.0 million decrease to the value of customer relationships, partially offset by a $2.3 million increase to the value of the developed technology, and (iii) other immaterial adjustments.

Pro-Forma Financial Information (unaudited)

The following unaudited pro forma consolidated financial information (in thousands) reflects the results of operations of the Company for the three and six months ended June 30, 2023 and 2022, respectively, as if the Giphy acquisition had been completed on January 1, 2022 and as if the Pond5 and Splash News acquisitions had been completed on January 1, 2021, after giving effect to certain purchase accounting adjustments, primarily related to bargain purchase gain, Giphy Retention Compensation - non-recurring, intangible assets and transaction costs. These pro forma results have been prepared for comparative purposes only and are based on estimates and assumptions that have been made solely for purposes of developing such pro forma information and are not necessarily indicative of what the Company’s operating results would have been, had the acquisitions actually taken place at the beginning of the previous annual period.

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenue
As Reported	$	208,840	$	206,872	$	424,120	$	406,004
Pro Forma	213,840		218,452		434,120		436,287
Income before income taxes
As Reported	$	51,381	$	22,713	$	92,795	$	55,389
Pro Forma	15,511		9,318		42,137		48,686

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Property and Equipment

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and Equipment

Property and equipment is summarized as follows (in thousands):

	As of June 30, 2023		As of December 31, 2022
Computer equipment and software	$	284,099	$	261,067
Furniture and fixtures	10,637		10,328
Leasehold improvements	18,921		18,635
Property and equipment	313,657		290,030
Less accumulated depreciation	(254,223)		(235,482)
Property and equipment, net	$	59,434	$	54,548

Depreciation expense related to property and equipment was $9.1 million and $8.3 million for the three months ended June 30, 2023 and 2022, respectively, and $18.2 million and $16.3 million for the six months ended June 30, 2023 and 2022, respectively. Cost of revenues included depreciation expense of $8.7 million and $7.5 million for the three months ended June 30, 2023 and 2022, respectively, and $17.3 million and $14.7 million for the six months ended June 30, 2023 and 2022, respectively. General and administrative expense included depreciation expense of $0.4 million and $0.8 million for the three months ended June 30, 2023 and 2022, respectively, and $0.9 million and $1.6 million for the six months ended June 30, 2023 and 2022, respectively.

Capitalized Internal-Use Software

The Company capitalized costs related to the development of internal-use software of $11.3 million and $10.6 million for the three months ended June 30, 2023 and 2022, respectively, and $21.6 million and $20.1 million for the six months ended June 30, 2023 and 2022, respectively. Capitalized amounts are included as a component of property and equipment under computer equipment and software on the Consolidated Balance Sheets.

The portion of total depreciation expense related to capitalized internal-use software was $8.4 million and $7.2 million for the three months ended June 30, 2023 and 2022, respectively, and $16.8 million and $14.0 million for the six months ended June 30, 2023 and 2022, respectively. Depreciation expense related to capitalized internal-use software is included in cost of revenue in the Consolidated Statements of Operations.

As of June 30, 2023 and December 31, 2022, the Company had capitalized internal-use software of $54.9 million and $50.1 million, respectively, net of accumulated depreciation, which was included in property and equipment, net.

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Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Goodwill

The Company’s goodwill balance is attributable to its Content reporting unit and is tested for impairment annually on October 1 or upon a triggering event. No triggering events were identified during the six months ended June 30, 2023.

The following table summarizes the changes in the Company’s goodwill balance during the six months ended June 30, 2023 (in thousands):

	Goodwill
Balance as of December 31, 2022	$	381,920
Foreign currency translation adjustment	1,125
Balance as of June 30, 2023	$	383,045

Intangible Assets

Intangible assets consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands):

	As of June 30, 2023							As of December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Life (Years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortizing intangible assets:
Customer relationships	$	89,952	$	(23,262)	$	66,690	12	$	88,996	$	(19,168)	$	69,828
Trade name	37,864		(8,014)		29,850		12	16,588		(7,209)		9,379
Developed technology	117,561		(47,945)		69,616		4	94,872		(35,288)		59,584
Contributor content	59,747		(23,916)		35,831		8	54,284		(20,098)		34,186
Patents	259		(156)		103		18	259		(149)		110
Total	$	305,383	$	(103,293)	$	202,090		$	254,999	$	(81,912)	$	173,087

Amortization expense was $10.1 million and $8.2 million for the three months ended June 30, 2023 and 2022, respectively, and $19.9 million and $15.3 million for the six months ended June 30, 2023 and 2022, respectively. Cost of revenue included amortization expense of $9.4 million and $7.6 million for the three months ended June 30, 2023 and 2022, respectively, and $18.6 million and $14.2 million for the six months ended June 30, 2023 and 2022, respectively. General and administrative expense included amortization expense of $0.7 million and $0.6 million for the three months ended June 30, 2023 and 2022, respectively, and $1.3 million and $1.1 million for the six months ended June 30, 2023 and 2022, respectively.

The Company determined that there was no indication of impairment of the intangible assets for any period presented. Estimated amortization expense is: $23.2 million for the remaining six months of 2023, $39.6 million in 2024, $29.1 million in 2025, $26.8 million in 2026, $17.9 million in 2027, $12.6 million in 2028 and $53.0 million thereafter.

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Accrued Expenses

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Accrued Expenses

Accrued Expenses Accrued expenses consisted of the following (in thousands):

	As of June 30, 2023		As of December 31, 2022
Compensation	$	58,246	$	40,314
Non-income taxes	22,411		24,390
Website hosting and marketing fees	8,507		6,608
Other expenses	23,067		18,075
Total accrued expenses	$	112,231	$	89,387

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Debt

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Debt

Debt

On May 6, 2022, the Company entered into a five-year $100 million unsecured revolving loan facility (the “Credit Facility”) with Bank of America, N.A., as Administrative Agent and other lenders. The Credit Facility includes a letter of credit sub-facility and a swingline facility and it also permits, subject to the satisfaction of certain conditions, up to $100 million of additional revolving loan commitments with the consent of the Administrative Agent.

At the Company’s option, revolving loans accrue interest at a per annum rate based on either (i) the base rate plus a margin ranging from 0.125% to 0.500%, determined based on the Company’s consolidated leverage ratio or (ii) the Term Secured Overnight Financing Rate (“SOFR”) (for interest periods of 1, 3 or 6 months) plus a margin ranging from 1.125% to 1.5%, determined based on the Company’s consolidated leverage ratio. The Company is also required to pay an unused commitment fee ranging from 0.150% to 0.225%, determined based on the Company’s consolidated leverage ratio. In connection with the execution of this agreement, the Company paid debt issuance costs of approximately $0.6 million.

As of June 30, 2023 and December 31, 2022, the Company had $30 million and $50 million, respectively, of outstanding borrowings under the Credit Facility. As of June 30, 2023, the Company had a remaining borrowing capacity of $68 million, net of standby letters of credit. For the three and six months ended June 30, 2023, the Company recognized interest expense of $0.5 million and $0.7 million, respectively.

The Credit Facility contains financial covenants and requirements restricting certain of the Company’s activities, which are usual and customary for this type of credit facility. The Company is also required to maintain compliance with a consolidated leverage ratio and a consolidated interest coverage ratio, in each case, determined in accordance with the terms of the Credit Facility. As of June 30, 2023, the Company was in compliance with these covenants.

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Stockholders’ Equity and Equity-Based Compensation

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stockholders’ Equity and Equity-Based Compensation

Stockholders’ Equity and Equity-Based Compensation

Stockholders’ Equity

Common Stock

The Company issued approximately 194,000 and 130,000 shares of common stock during the three months ended June 30, 2023 and 2022, respectively, related to the exercise of stock options and the vesting of Restricted Stock Units.

Treasury Stock

In October 2015, the Company’s Board of Directors approved a share repurchase program (the “2015 Share Repurchase Program”), authorizing the Company to repurchase up to $100 million of its common stock. In February 2017, the Company’s Board of Directors approved an increase to the share repurchase program, authorizing the Company to repurchase up to an additional $100 million of its outstanding common stock. As of December 31, 2022, the Company had fully utilized its authorization for repurchases under the 2015 Share Repurchase Program.

In June 2023, the Company’s Board of Directors approved a share repurchase program (the “2023 Share Repurchase Program”), authorizing the Company to purchase up to $100 million of its common stock.

The Company expects to fund future repurchases, if any, through a combination of cash on hand, cash generated by operations and future financing transactions, if appropriate. Accordingly, the share repurchase program is subject to the Company having available cash to fund repurchases. Under the share repurchase program, management is authorized to purchase shares of the Company’s common stock from time to time through open market purchases or privately negotiated transactions at prevailing prices as permitted by securities laws and other legal requirements, and subject to market conditions and other factors.

During the three and six months ended June 30, 2023, the Company repurchased approximately 80,400 shares of its common stock at an average cost of $49.78 under the 2023 Share Repurchase Program. During the three and six months ended June 30, 2022, the Company repurchased approximately 286,700 and 708,700 shares of its common stock at an average cost of $63.95 and $79.87, respectively, under the 2015 Share Repurchase Program.

Dividends

The Company declared and paid cash dividends of $0.27 and $0.54 per share of common stock, or $9.7 million and $19.4 million during the three and six months ended June 30, 2023, respectively, and $0.24 and $0.48 per share of common stock, or $8.7 million and $17.4 million, during the three and six months ended June 30, 2022, respectively.

On July 17, 2023, the Company’s Board of Directors declared a quarterly cash dividend of $0.27 per share of outstanding common stock payable on September 14, 2023 to stockholders of record at the close of business on August 31, 2023. Future declarations of dividends are subject to the final determination of the Board of Directors, and will depend on, among other things, the Company’s future financial condition, results of operations, capital requirements, capital expenditure requirements, contractual restrictions, anticipated cash needs, business prospects, provisions of applicable law and other factors the Board of Directors may deem relevant.

Equity-Based Compensation

The Company recognizes stock-based compensation expense for all equity-based compensation awards, including employee Restricted Stock Units and Performance-based Restricted Stock Units (“PRSUs” and, collectively with Restricted Stock Units, “RSUs”) and stock options, based on the fair value of each award on the grant date. Awards granted prior to June 1, 2022 were granted under the Company’s Amended and Restated 2012 Omnibus Equity Incentive Plan (the “2012 Plan”). At the Annual Meeting held on June 2, 2022, the Company’s stockholders approved the 2022 Omnibus Equity Incentive Plan (the “2022 Plan”). Awards granted subsequent to June 2, 2022 were granted under the 2022 Plan.

The following table summarizes non-cash equity-based compensation expense, net of forfeitures, by financial statement line item included in the accompanying Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022 (in thousands): 

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Cost of revenue	$	306	$	156	$	490	$	234
Sales and marketing	2,487		1,629		3,091		2,557
Product development	4,221		2,557		6,669		4,338
General and administrative	7,929		2,701		13,336		7,740
Total	$	14,943	$	7,043	$	23,586	$	14,869

For the three and six months ended June 30, 2023 and 2022, substantially all of the Company’s non-cash equity-based compensation expense related to RSUs.

Stock Option Awards

During the six months ended June 30, 2023, no options to purchase shares of its common stock were granted. As of June 30, 2023, there were approximately 303,000 options vested and exercisable with a weighted average exercise price of $34.54.

Restricted Stock Unit Awards

During the six months ended June 30, 2023, the Company had RSU grants, net of forfeitures, of approximately 965,000. As of June 30, 2023, there are approximately 2,225,000 non-vested RSUs outstanding with a weighted average grant-date fair value of $69.87. As of June 30, 2023, the total unrecognized non-cash equity-based compensation expense related to the non-vested RSUs was approximately $116.5 million, which is expected to be recognized through 2027.

During the six months ended June 30, 2023 and 2022, shares of common stock with an aggregate value of $12.3 million and $21.0 million were withheld upon vesting of RSUs and paid in connection with related remittance of employee withholding taxes to taxing authorities.

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Revenue

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue

Revenue

The Company distributes its products through two primary channels:

E-commerce: The majority of the Company’s customers license content directly through the Company’s self-service web properties. E-commerce customers have the flexibility to purchase subscription-based plans that are paid on a monthly or annual basis. Customer are also able to license content on a transactional basis. These customers generally license content under the Company’s 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.

Enterprise: The Company also has a base of customers with unique content, licensing and workflow needs. These customers benefit from communication with dedicated sales professionals, 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 the e-commerce platform.

The Company’s revenues by distribution channel for the three and six months ended June 30, 2023 and 2022 are as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
E-commerce	$	111,903	$	127,388	$	231,657	$	254,458
Enterprise	96,937		79,484		192,463		151,546
Total Revenue	$	208,840	$	206,872	$	424,120	$	406,004

Deferred revenue reported on the balance sheet represents unfulfilled performance obligations for which the Company has either received payment or has outstanding receivables. The June 30, 2023 deferred revenue balance will be earned as content is downloaded or upon the expiration of subscription-based products, and nearly all is expected to be earned within the next twelve months. $126.5 million of total revenue recognized for the six months ended June 30, 2023 was reflected in deferred revenue as of December 31, 2022. In addition, as of June 30, 2023, the Company has approximately $74.5 million of contracted but unsatisfied performance obligations relating primarily to our computer vision offering, which are not included as a component of deferred revenue and that the Company expects to recognize over a five year period.

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Other Income / (Expense), net

6 Months Ended

Jun. 30, 2023

Other Nonoperating Income (Expense) [Abstract]

Other Income / (Expense), net

Other Income / (Expense), net

The following table presents a summary of the Company’s other income and expense activity included in the accompanying Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022 (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Foreign currency gain	$	551	$	(2,495)	$	1,662	$	(1,761)
Interest expense	(493)		(205)		(724)		(205)
Interest income and other	668		39		833		63
Total other income / (expense)	$	726	$	(2,661)	$	1,771	$	(1,903)

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Income Taxes

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The Company’s effective tax rates yielded a net expense of 2.7% and 14.4% for the three months ended June 30, 2023 and 2022, respectively, and a net expense of 10.7% and 16.9% for the six months ended June 30, 2023 and 2022, respectively.

During the three months ended June 30, 2023, the net effect of discrete items decreased the effective tax rate by 13.6%. For the six months ended June 30, 2023, the net effect of discrete items decreased the effective tax rate by 7.1%. The discrete items for the three and six months ended June 30, 2023, primarily relate to the non-taxable bargain purchase gain associated with the acquisition of Giphy. Excluding discrete items, the Company’s effective tax rate would have been 16.3% and 17.8% for the three and six months ended June 30, 2023, respectively.

During the three months ended June 30, 2022, the net effect of discrete items decreased the effective tax rate by 4.9%. For the six months ended June 30, 2022, the net effect of discrete items decreased the effective tax rate by 2.2%. The discrete items for the three and six ended June 30, 2022, primarily relate to windfall tax benefits associated with equity-based compensation. Excluding discrete items, the Company’s effective tax rate would have been 19.3% and 19.1% for the three and six months ended June 30, 2022, respectively.

The Company has computed the provision for income taxes based on the estimated annual effective tax rate excluding a loss jurisdiction with no tax benefit and the application of discrete items, if any, in the applicable period.

During the three and six months ended June 30, 2023 and 2022, uncertain tax positions recorded by the Company were not significant. To the extent the remaining uncertain tax positions are ultimately recognized, the Company’s effective tax rate may be impacted in future periods.

The Company recognizes interest expense and tax penalties related to unrecognized tax benefits in income tax expense in the Consolidated Statements of Operations. The Company’s accrual for interest and penalties related to unrecognized tax benefits was not significant for the three and six months ended June 30, 2023 and 2022.

During the six months ended June 30, 2023 and 2022, the Company paid net cash taxes of $6.8 million and $12.7 million, respectively.

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Net Income Per Share

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Net Income Per Share

Net Income Per Share

Basic net income per share is computed using the weighted average number of shares of common stock outstanding for the period, excluding unvested RSUs and stock options. Diluted net income per share is based upon the weighted average shares of common stock outstanding for the period plus dilutive potential shares of common stock, including unvested RSUs and stock options using the treasury stock method.

The following table sets forth the computation of basic and diluted net income per share for the three and six months ended June 30, 2023 and 2022 (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income	$	50,013	$	19,445	$	82,856	$	46,017
Shares used to compute basic net income per share	36,047		36,123		35,952		36,213
Dilutive potential common shares
Stock options	119		169		136		201
Unvested restricted stock awards	240		286		402		476
Shares used to compute diluted net income per share	36,406		36,578		36,490		36,890
Basic net income per share	$	1.39	$	0.54	$	2.31	$	1.27
Diluted net income per share	$	1.37	$	0.53	$	2.27	$	1.25
Dilutive shares included in the calculation	1,112		836		1,400		1,121
Anti-dilutive shares excluded from the calculation	1,041		590		611		325

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Geographic Information

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Geographic Information

Geographic Information

The following table presents the Company’s revenue based on customer location (in thousands): 

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
North America	$	96,202	$	85,896	$	195,342	$	165,839
Europe	58,413		62,931		117,447		125,484
Rest of the world	54,225		58,045		111,331		114,681
Total revenue	$	208,840	$	206,872	$	424,120	$	406,004

The United States, included in North America in the above table, accounted for 43% and 38% of consolidated revenue for the six months ended June 30, 2023 and 2022, respectively. No other country accounts for more than 10% of the Company’s revenue in any period presented.

The Company’s long-lived tangible assets were located as follows (in thousands):

	As of June 30,		As of December 31,
	2023		2022
North America	$	43,931	$	42,266
Europe	15,435		12,079
Rest of the world	68		203
Total long-lived tangible assets	$	59,434	$	54,548

The United States, included in North America in the above table, accounted for 70% and 73% of total long-lived tangible assets as of June 30, 2023 and December 31, 2022, respectively. Ireland, included in Europe in the above table, accounted for 20% and 17% of total long-lived tangible assets as of June 30, 2023 and December 31, 2022, respectively. No other country accounts for more than 10% of the Company’s long-lived tangible assets in any period presented.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

As of June 30, 2023, the Company had total non-lease obligations in the amount of approximately $78.1 million, which consisted primarily of minimum royalty guarantees and unconditional purchase obligations related to contracts for infrastructure and other business services. As of June 30, 2023, the Company’s non-lease obligations for the remainder of 2023 and for the years ending December 31, 2024, 2025, 2026, 2027 and 2028 were approximately $30.6 million, $35.0 million, $10.6 million, $1.3 million, $0.4 million and $0.2 million, respectively.

Legal Matters

From time to time, the Company may become party to litigation in the ordinary course of business, including direct claims brought by or against the Company with respect to intellectual property, contracts, employment and other matters, as well as claims brought against the Company’s customers for whom the Company has a contractual indemnification obligation. The Company assesses the likelihood of any adverse judgments or outcomes with respect to these matters and determines loss contingency assessments on a gross basis after assessing the probability of incurrence of a loss and whether a loss is reasonably estimable. In addition, the Company considers other relevant factors that could impact its ability to reasonably estimate a loss. A determination of the amount of reserves required, if any, for these contingencies is made after analyzing each matter. The Company reviews reserves, if any, at least quarterly and may change the amount of any such reserve in the future due to new developments or changes in strategy in handling these matters. Although the results of litigation and threats of litigation, investigations and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these matters will not have a material adverse effect on its business, consolidated financial position, results of operations, or cash flows. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. The Company currently has no material active litigation matters and, accordingly, no material reserves related to litigation.

Indemnification and Employment Agreements

In the ordinary course of business, the Company enters into contractual arrangements under which it agrees to provide indemnification of varying scope and terms to customers with respect to certain matters, including, but not limited to, losses arising out of the breach of the Company’s intellectual property warranties for damages to the customer directly attributable to the Company’s breach. The Company is not responsible for any damages, costs, or losses to the extent such damages, costs or losses arise as a result of any modifications made by the customer, or the context in which content is used. The standard maximum aggregate obligation and liability to any one customer for any single claim is generally limited to ten thousand dollars but can range to $250,000, with certain exceptions for which our indemnification obligation are uncapped. As of June 30, 2023, the Company had recorded no material liabilities related to indemnification obligations for loss contingencies. Additionally, the Company believes that it has the appropriate insurance coverage in place to adequately cover such indemnification obligations, if necessary.

Pursuant to the Company’s charter documents and separate written indemnification agreements, the Company has certain indemnification obligations to its executive officers, certain employees and directors, as well as certain former officers and directors.

The Company has also entered into employment agreements with its executive officers and certain employees. These agreements specify various employment-related matters, including annual compensation, performance incentive bonuses, and severance benefits in the event of termination or in the event of a change in control or otherwise, with or without cause.

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Pay vs Performance Disclosure
Net income	$ 50,013	$ 19,445	$ 82,856	$ 46,017

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Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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Summary of Operations and Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

Basis of PresentationThe unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all information and footnotes required by GAAP for complete financial statements.

Unaudited Interim Financial Statements

The interim Consolidated Balance Sheet as of June 30, 2023, and the Consolidated Statements of Operations, Comprehensive Income and Stockholders’ Equity for the three and six months ended June 30, 2023 and 2022, and the Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022 are unaudited. The Consolidated Balance Sheet as of December 31, 2022, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures required by GAAP. These unaudited interim financial statements have been prepared on a basis consistent with the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, which include all normal recurring adjustments necessary to fairly state the Company’s financial position as of June 30, 2023, and its consolidated results of operations, comprehensive income, stockholders’ equity and cash flows for the three and six months ended June 30, 2023 and 2022. The financial data and the other financial information disclosed in the notes to the financial statements related to these periods are also unaudited. The results of operations for the six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2023 or for any other future annual or interim period.These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K, which was filed with the SEC on February 14, 2023. The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain immaterial changes in presentation have been made to conform the prior period presentation to current period reporting.

Use of Estimates

Use of EstimatesThe preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements. Actual results could differ from those estimates. Such estimates include, but are not limited to, the determination of the allowance for doubtful accounts, the volume of expected unused licenses for our subscription-based products, the assessment of recoverability of property and equipment, the fair value of acquired goodwill and intangible assets, the amount of non-cash equity-based compensation, the assessment of recoverability of deferred tax assets, the measurement of income tax and contingent non-income tax liabilities and the determination of the incremental borrowing rate used to calculate the lease liability.

Cash and Cash Equivalents

Cash and Cash EquivalentsThe Company’s cash and cash equivalents consist primarily of bank deposits.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts Receivable and Allowance for Doubtful AccountsThe Company’s accounts receivable consists of customer obligations due under normal trade terms, carried at their face value less an allowance for doubtful accounts, if required. The Company determines its allowance for doubtful accounts and credit losses based on an evaluation of (i) the aging of its accounts receivable considering historical receivables loss rates, (ii) on a customer-by-customer basis, where appropriate, and (iii) the economic environments in which the Company operates.

Chargeback and Sales Refund Allowance and Revenue Recognition

Chargeback and Sales Refund Allowance

The Company establishes a chargeback allowance and sales refund reserve allowance based on factors surrounding historical credit card chargeback trends, historical sales refund trends and other information. As of June 30, 2023 and December 31, 2022, the Company’s combined allowance for chargebacks and sales refunds was $0.4 million, which was included as a component of other current liabilities on the Consolidated Balance Sheets.

Revenue Recognition

The majority of the Company’s revenue is earned from the license of content. Content licenses are generally purchased on a monthly or annual basis, whereby a customer pays for a predetermined quantity of content that may be downloaded over a specific period of time, or, on a transactional basis, whereby a customer pays for individual content licenses at the time of download. The Company also generates revenue from tools made available through the Company’s platform.

For contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation based on a relative standalone selling price. The standalone selling price is determined based on the price at which the performance obligation is sold separately, or if not observable through past transactions, is estimated taking into account available information including internally approved pricing guidelines and pricing information of comparable products.

The Company recognizes revenue upon the satisfaction of performance obligations. The Company recognizes revenue on both its subscription-based and transaction-based products when content is downloaded by a customer, at which time the license is provided. In addition, the Company estimates expected unused licenses for subscription-based products and recognizes the revenue associated with the unused licenses as digital content is downloaded and licenses are obtained for such content by the customer during the subscription period. The estimate of unused licenses is based on historical download activity and future changes in the estimate could impact the timing of revenue recognition of the Company’s subscription products. For revenue associated with tools available through the Company’s platform, revenue is recognized on a straight-line basis over the

subscription period. The Company expenses contract acquisition costs as incurred, to the extent that the amortization period would otherwise be one year or less.

Collectability is probable at the time the electronic order or contract is entered. A significant portion of the Company’s customers purchase products by making electronic payments with a credit card at the time of the transaction. Customer payments received in advance of revenue recognition are contract liabilities and are recorded as deferred revenue. Customers that do not pay in advance are invoiced and are required to make payments under standard credit terms. Collectability for customers who pay on credit terms allowing for payment beyond the date at which service commences, is based on a credit evaluation for certain new customers and transaction history with existing customers. 

The Company recognizes revenue gross of contributor royalties because the Company is the principal in the transaction as it is the party responsible for the performance obligation and it controls the product or service before transferring it to the customer. The Company also licenses content to customers through third-party resellers. Third-party resellers sell the Company’s products directly to customers as the principal in those transactions. Accordingly, the Company recognizes revenue net of costs paid to resellers.

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Acquisitions (Tables)

6 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions by Acquisition, Contingent Consideration

The Giphy purchase price will result in net cash to be received by the Company, is as follows:

	Purchase Price
Purchase price	$	53,000
Cash acquired and other working capital adjustments	4,750
Cash paid on closing	$	57,750
Fair value of Giphy Retention Compensation contingent consideration1	(98,723)
Fair value of consideration attributable to pre-combination service2	34,972
Net purchase price	$	(6,001)

1 - This amount consists of $123.5 million of Giphy Retention Compensation, adjusted for $18.9 million of income tax obligations associated with the receipt of the Giphy Retention Compensation and $5.9 million for the time value of money.

2 - Relates to the cash value of replaced unvested Meta equity awards attributable to pre-combination services.

Schedule of Aggregate Purchase Price Allocation to Assets Acquired and Liabilities Assumed

The aggregate purchase price for this acquisition has been allocated to the assets acquired and liabilities assumed as follows (in thousands):

Assets acquired and liabilities assumed:	Giphy1
Cash and cash equivalents	$	4,030
Prepaid expenses and other current assets	1,416
Right of use assets	1,243
Intangible assets:
Trade name	21,000
Developed technology	21,500
Intangible assets	42,500
Other assets	1,647
Total assets acquired	$	50,836
Accounts payable, accrued expenses and other liabilities	(4,949)
Deferred tax liability	(8,858)
Lease liability	(1,090)
Total liabilities assumed	(14,897)
Net assets acquired	$	35,939
Net purchase price	(6,001)
Bargain purchase gain	$	41,940

The aggregate purchase price for these acquisitions has been allocated to the assets acquired and liabilities assumed as follows (in thousands):

Assets acquired and liabilities assumed:	Pond51		Splash News		Total
Cash and cash equivalents	$	11,675	$	180	$	11,855
Accounts receivable	1,273		500		$	1,773
Other assets	1,102		525		1,627
Right of use asset	1,674		—		1,674
Intangible assets:
Customer relationships	34,900		—		34,900
Trade name	5,300		—		5,300
Developed technology	27,600		1,263		28,863
Intangible assets	67,800		1,263		69,063
Goodwill	158,957		5,565		164,522
Total assets acquired	$	242,481	$	8,033	$	250,514
					—
Accounts payable, accrued expenses and other liabilities	(9,304)		(1,528)		(10,832)
Contributor royalties payable	(3,039)				(3,039)
Deferred revenue	(3,705)		—		(3,705)
Deferred tax liability	(6,381)		(189)		(6,570)
Lease liability	(2,038)		—		(2,038)
Total liabilities assumed	(24,467)		(1,717)		(26,184)
Net assets acquired	$	218,014	$	6,316	$	224,330

____________________________________________________

1 During the three months ended September 30, 2022, the Company updated its preliminary allocation of the Pond5 purchase price to the assets acquired and liabilities assumed. This resulted in a (i) $4.0 million increase to goodwill, (ii) a $4.1 million decrease to intangible assets, including a $7.0 million decrease to the value of customer relationships, partially offset by a $2.3 million increase to the value of the developed technology, and (iii) other immaterial adjustments.

Business Acquisition, Pro Forma Information

These pro forma results have been prepared for comparative purposes only and are based on estimates and assumptions that have been made solely for purposes of developing such pro forma information and are not necessarily indicative of what the Company’s operating results would have been, had the acquisitions actually taken place at the beginning of the previous annual period.

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenue
As Reported	$	208,840	$	206,872	$	424,120	$	406,004
Pro Forma	213,840		218,452		434,120		436,287
Income before income taxes
As Reported	$	51,381	$	22,713	$	92,795	$	55,389
Pro Forma	15,511		9,318		42,137		48,686

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Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment

Property and equipment is summarized as follows (in thousands):

	As of June 30, 2023		As of December 31, 2022
Computer equipment and software	$	284,099	$	261,067
Furniture and fixtures	10,637		10,328
Leasehold improvements	18,921		18,635
Property and equipment	313,657		290,030
Less accumulated depreciation	(254,223)		(235,482)
Property and equipment, net	$	59,434	$	54,548

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Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Goodwill

The following table summarizes the changes in the Company’s goodwill balance during the six months ended June 30, 2023 (in thousands):

	Goodwill
Balance as of December 31, 2022	$	381,920
Foreign currency translation adjustment	1,125
Balance as of June 30, 2023	$	383,045

Schedule of Intangible Assets

Intangible assets consisted of the following as of June 30, 2023 and December 31, 2022 (in thousands):

	As of June 30, 2023							As of December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Life (Years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortizing intangible assets:
Customer relationships	$	89,952	$	(23,262)	$	66,690	12	$	88,996	$	(19,168)	$	69,828
Trade name	37,864		(8,014)		29,850		12	16,588		(7,209)		9,379
Developed technology	117,561		(47,945)		69,616		4	94,872		(35,288)		59,584
Contributor content	59,747		(23,916)		35,831		8	54,284		(20,098)		34,186
Patents	259		(156)		103		18	259		(149)		110
Total	$	305,383	$	(103,293)	$	202,090		$	254,999	$	(81,912)	$	173,087

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Accrued Expenses (Tables)

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses consisted of the following (in thousands):

	As of June 30, 2023		As of December 31, 2022
Compensation	$	58,246	$	40,314
Non-income taxes	22,411		24,390
Website hosting and marketing fees	8,507		6,608
Other expenses	23,067		18,075
Total accrued expenses	$	112,231	$	89,387

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Stockholders’ Equity and Equity-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Non-cash Equity-based Compensation Expense Included in the Company's Statement of Operations

The following table summarizes non-cash equity-based compensation expense, net of forfeitures, by financial statement line item included in the accompanying Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022 (in thousands): 

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Cost of revenue	$	306	$	156	$	490	$	234
Sales and marketing	2,487		1,629		3,091		2,557
Product development	4,221		2,557		6,669		4,338
General and administrative	7,929		2,701		13,336		7,740
Total	$	14,943	$	7,043	$	23,586	$	14,869

For the three and six months ended June 30, 2023 and 2022, substantially all of the Company’s non-cash equity-based compensation expense related to RSUs.

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Revenue (Tables)

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The Company’s revenues by distribution channel for the three and six months ended June 30, 2023 and 2022 are as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
E-commerce	$	111,903	$	127,388	$	231,657	$	254,458
Enterprise	96,937		79,484		192,463		151,546
Total Revenue	$	208,840	$	206,872	$	424,120	$	406,004

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Other Income / (Expense), net (Tables)

6 Months Ended

Jun. 30, 2023

Other Nonoperating Income (Expense) [Abstract]

Summary of the Company's Other (Expense) Income, Net Activity

The following table presents a summary of the Company’s other income and expense activity included in the accompanying Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022 (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Foreign currency gain	$	551	$	(2,495)	$	1,662	$	(1,761)
Interest expense	(493)		(205)		(724)		(205)
Interest income and other	668		39		833		63
Total other income / (expense)	$	726	$	(2,661)	$	1,771	$	(1,903)

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Net Income Per Share (Tables)

6 Months Ended

Jun. 30, 2023

Earnings Per Share [Abstract]

Schedule of Weighted Average Number of Shares

The following table sets forth the computation of basic and diluted net income per share for the three and six months ended June 30, 2023 and 2022 (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Net income	$	50,013	$	19,445	$	82,856	$	46,017
Shares used to compute basic net income per share	36,047		36,123		35,952		36,213
Dilutive potential common shares
Stock options	119		169		136		201
Unvested restricted stock awards	240		286		402		476
Shares used to compute diluted net income per share	36,406		36,578		36,490		36,890
Basic net income per share	$	1.39	$	0.54	$	2.31	$	1.27
Diluted net income per share	$	1.37	$	0.53	$	2.27	$	1.25
Dilutive shares included in the calculation	1,112		836		1,400		1,121
Anti-dilutive shares excluded from the calculation	1,041		590		611		325

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Geographic Information (Tables)

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Schedule of Geographic Revenue

The following table presents the Company’s revenue based on customer location (in thousands): 

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
North America	$	96,202	$	85,896	$	195,342	$	165,839
Europe	58,413		62,931		117,447		125,484
Rest of the world	54,225		58,045		111,331		114,681
Total revenue	$	208,840	$	206,872	$	424,120	$	406,004

Schedule of Long-lived Tangible Assets

The Company’s long-lived tangible assets were located as follows (in thousands):

	As of June 30,		As of December 31,
	2023		2022
North America	$	43,931	$	42,266
Europe	15,435		12,079
Rest of the world	68		203
Total long-lived tangible assets	$	59,434	$	54,548

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Summary of Operations and Significant Accounting Policies - Allowance for Doubtful Accounts and Chargeback and Sales Refund Allowance (Details) - USD ($) $ in Thousands	6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Concentration Risk [Line Items]
Bad debt expense	$ 1,025	$ 620
Allowance for doubtful accounts	5,641		$ 5,830
Financing Receivable, after Allowance for Credit Loss	14,600
Chargeback and sales refund allowances	$ 400		$ 400
Accounts Receivable | Customer Concentration Risk | Customer One
Concentration Risk [Line Items]
Concentration risk percentage	15.00%		22.00%

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Fair Value Measurements and Other Long-term Investments (Details) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Long-term investments	$ 20.0	$ 20.0

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Acquisitions - Narrative (Details) - USD ($) $ in Thousands				3 Months Ended		6 Months Ended
	Jun. 23, 2023	May 28, 2022	May 11, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Business Acquisition [Line Items]
Net cash to acquire business						$ 53,721	$ 212,096
Bargain purchase gain				$ 41,940	$ 0	41,940	$ 0
Giphy, Inc.
Business Acquisition [Line Items]
Net cash to acquire business	$ 53,000
Nonrecurring benefits receivable	$ 123,500
Period of services provided	2 years
Revenue to be recognized	$ 30,000
Bargain purchase gain	41,940
Transaction costs	3,000
Contingent consideration, asset				101,900		101,900
Contingent consideration, asset, current				71,700		71,700
Contingent consideration, asset, noncurrent				$ 30,200		$ 30,200
Cash paid on closing	57,750
Giphy, Inc. | Mandated Payments Consideration - Recurring
Business Acquisition [Line Items]
Nonrecurring benefits receivable	35,600
Giphy, Inc. | Mandated Payments Consideration - Nonrecurring
Business Acquisition [Line Items]
Nonrecurring benefits receivable	$ 87,900
Giphy, Inc. | Developed technology
Business Acquisition [Line Items]
Estimated useful life	4 years
Giphy, Inc. | Trade name
Business Acquisition [Line Items]
Estimated useful life	15 years
Pond5, Inc.
Business Acquisition [Line Items]
Transaction costs			$ 4,000
Net purchase price			218,000
Debt incurred to pay for acquisition			$ 50,000
Pond5, Inc. | Customer relationships
Business Acquisition [Line Items]
Estimated useful life			14 years 2 months 12 days
Pond5, Inc. | Developed technology
Business Acquisition [Line Items]
Estimated useful life			5 years
Pond5, Inc. | Trade name
Business Acquisition [Line Items]
Estimated useful life			10 years
Splash News
Business Acquisition [Line Items]
Transaction costs		$ 300
Cash paid on closing		$ 6,300
Splash News | Developed technology
Business Acquisition [Line Items]
Estimated useful life		4 years

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Acquisitions - Schedule of Business Acquisitions by Acquisition, Contingent Consideration (Details) - USD ($) $ in Thousands		6 Months Ended
	Jun. 23, 2023	Jun. 30, 2023	Jun. 30, 2022
Asset Acquisition, Contingent Consideration [Line Items]
Net cash to acquire business		$ 53,721	$ 212,096
Giphy, Inc.
Asset Acquisition, Contingent Consideration [Line Items]
Net cash to acquire business	$ 53,000
Cash acquired and other working capital adjustments	4,750
Cash paid on closing	57,750
Net purchase price	6,001
Nonrecurring benefits receivable	123,500
Income tax obligation	18,900
Time value of money	(5,900)
Other Deferred Consideration | Giphy, Inc.
Asset Acquisition, Contingent Consideration [Line Items]
Fair value of CMA Directed Compensation contingent consideration	(98,723)
Precombination Service Consideration | Giphy, Inc.
Asset Acquisition, Contingent Consideration [Line Items]
Fair value of CMA Directed Compensation contingent consideration	$ 34,972

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Acquisitions - Schedule of Aggregate Purchase Price Allocation to Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	Jun. 23, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	May 28, 2022	May 11, 2022
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Goodwill		$ 383,045		$ 383,045		$ 381,920
Bargain purchase gain		41,940	$ 0	41,940	$ 0
Giphy, Inc.
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Cash and cash equivalents	$ 4,030
Prepaid expenses and other current assets	1,416
Right of use asset	1,243
Intangible assets:	42,500
Other assets	1,647
Total assets acquired	50,836
Accounts payable, accrued expenses and other liabilities	(4,949)
Deferred tax liability	(8,858)
Lease liability	(1,090)
Total liabilities assumed	(14,897)
Net assets acquired	35,939
Net purchase price	6,001
Bargain purchase gain	41,940
Giphy, Inc. | Trade name
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Intangible assets:	21,000
Giphy, Inc. | Developed technology
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Intangible assets:	$ 21,500
Pond5, Inc. and Splash News
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Cash and cash equivalents		11,855		11,855
Accounts receivable		1,773		1,773
Other assets		1,627		1,627
Right of use asset		1,674		1,674
Intangible assets:		69,063		69,063
Goodwill		164,522		164,522
Total assets acquired		250,514		250,514
Accounts payable, accrued expenses and other liabilities		(10,832)		(10,832)
Contributor royalties payable		(3,039)		(3,039)
Deferred revenue		(3,705)		(3,705)
Deferred tax liability		(6,570)		(6,570)
Lease liability		(2,038)		(2,038)
Total liabilities assumed		(26,184)		(26,184)
Net assets acquired		224,330		224,330
Pond5, Inc. and Splash News | Customer relationships
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Intangible assets:		34,900		34,900
Pond5, Inc. and Splash News | Trade name
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Intangible assets:		5,300		5,300
Pond5, Inc. and Splash News | Developed technology
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Intangible assets:		28,863		$ 28,863
Pond5, Inc.
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Cash and cash equivalents								$ 11,675
Accounts receivable								1,273
Other assets								1,102
Right of use asset								1,674
Intangible assets:								67,800
Goodwill								158,957
Total assets acquired								242,481
Accounts payable, accrued expenses and other liabilities								(9,304)
Contributor royalties payable								(3,039)
Deferred revenue								(3,705)
Deferred tax liability								(6,381)
Lease liability								(2,038)
Total liabilities assumed								(24,467)
Net assets acquired								218,014
Change in goodwill		4,000
Intangible assets adjustment		(4,100)
Pond5, Inc. | Customer relationships
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Intangible assets:								34,900
Intangible assets adjustment		(7,000)
Pond5, Inc. | Trade name
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Intangible assets:								5,300
Pond5, Inc. | Developed technology
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Intangible assets:								$ 27,600
Intangible assets adjustment		$ 2,300
Splash News
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Cash and cash equivalents							$ 180
Accounts receivable							500
Other assets							525
Right of use asset							0
Intangible assets:							1,263
Goodwill							5,565
Total assets acquired							8,033
Accounts payable, accrued expenses and other liabilities							(1,528)
Contributor royalties payable
Deferred revenue							0
Deferred tax liability							(189)
Lease liability							0
Total liabilities assumed							(1,717)
Net assets acquired							6,316
Splash News | Customer relationships
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Intangible assets:							0
Splash News | Trade name
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Intangible assets:							0
Splash News | Developed technology
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]
Intangible assets:							$ 1,263

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Acquisitions - Business Acquisition, Pro Forma Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue
As Reported	$ 208,840	$ 206,872	$ 424,120	$ 406,004
Pro Forma	213,840	218,452	434,120	436,287
Income before income taxes
As Reported	51,381	22,713	92,795	55,389
Pro Forma	$ 15,511	$ 9,318	$ 42,137	$ 48,686

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Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Property and Equipment
Property and equipment	$ 313,657	$ 290,030
Less accumulated depreciation	(254,223)	(235,482)
Property and equipment, net	59,434	54,548
Computer equipment and software
Property and Equipment
Property and equipment	284,099	261,067
Furniture and fixtures
Property and Equipment
Property and equipment	10,637	10,328
Leasehold improvements
Property and Equipment
Property and equipment	$ 18,921	$ 18,635

XML

Property and Equipment - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Property and Equipment
Capitalized amount	$ 11.3	$ 10.6	$ 21.6	$ 20.1
Amortization expense	8.4	7.2	16.8	14.0
Internal use software	54.9		54.9		$ 50.1
Cost of revenue
Property and Equipment
Depreciation	8.7	7.5	17.3	14.7
Selling, General and Administrative Expenses
Property and Equipment
Depreciation	0.4	0.8	0.9	1.6
Property And Equipment
Property and Equipment
Depreciation	$ 9.1	$ 8.3	$ 18.2	$ 16.3

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Goodwill and Intangible Assets - Changes in Goodwill (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Changes in goodwill
Balance at the beginning of the period	$ 381,920
Foreign currency translation adjustment	1,125
Balance at the end of the period	$ 383,045

XML

Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Amortizing intangible assets
Gross Carrying Amount	$ 305,383	$ 254,999
Accumulated Amortization	(103,293)	(81,912)
Net Carrying Amount	202,090	173,087
Customer relationships
Amortizing intangible assets
Gross Carrying Amount	89,952	88,996
Accumulated Amortization	(23,262)	(19,168)
Net Carrying Amount	$ 66,690	69,828
Weighted Average Life (Years)	12 years
Trade name
Amortizing intangible assets
Gross Carrying Amount	$ 37,864	16,588
Accumulated Amortization	(8,014)	(7,209)
Net Carrying Amount	$ 29,850	9,379
Weighted Average Life (Years)	12 years
Developed technology
Amortizing intangible assets
Gross Carrying Amount	$ 117,561	94,872
Accumulated Amortization	(47,945)	(35,288)
Net Carrying Amount	$ 69,616	59,584
Weighted Average Life (Years)	4 years
Contributor content
Amortizing intangible assets
Gross Carrying Amount	$ 59,747	54,284
Accumulated Amortization	(23,916)	(20,098)
Net Carrying Amount	$ 35,831	34,186
Weighted Average Life (Years)	8 years
Patents
Amortizing intangible assets
Gross Carrying Amount	$ 259	259
Accumulated Amortization	(156)	(149)
Net Carrying Amount	$ 103	$ 110
Weighted Average Life (Years)	18 years

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Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Amortizing intangible assets
Amortization expense	$ 10.1	$ 8.2	$ 19.9	$ 15.3
Remainder of 2023	23.2		23.2
2024	39.6		39.6
2025	29.1		29.1
2026	26.8		26.8
2027	17.9		17.9
2028	12.6		12.6
Thereafter	53.0		53.0
Cost of revenue
Amortizing intangible assets
Amortization expense	9.4	7.6	18.6	14.2
Selling, General and Administrative Expenses
Amortizing intangible assets
Amortization expense	$ 0.7	$ 0.6	$ 1.3	$ 1.1

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Accrued Expenses (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Compensation	$ 58,246	$ 40,314
Non-income taxes	22,411	24,390
Website hosting and marketing fees	8,507	6,608
Other expenses	23,067	18,075
Total accrued expenses	$ 112,231	$ 89,387

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Debt - Narrative (Details) - USD ($)		3 Months Ended		6 Months Ended
	May 06, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Line of Credit Facility [Line Items]
Payment of debt issuance costs				$ 0	$ 619,000
Proceeds from credit facility				30,000,000	50,000,000
Interest expense		$ 493,000	$ 205,000	724,000	$ 205,000
Revolving Credit Facility | Line of Credit
Line of Credit Facility [Line Items]
Line of credit, term	5 years
Maximum borrowing capacity	$ 100,000,000
Available additional revolving loan commitments	100,000,000
Payment of debt issuance costs	$ 600,000
Line of credit		30,000,000		30,000,000		$ 50,000,000
Remaining borrowing capacity		68,000,000		68,000,000
Interest expense		$ 500,000		$ 700,000
Revolving Credit Facility | Line of Credit | Minimum
Line of Credit Facility [Line Items]
Commitment fee percentage	0.15%
Revolving Credit Facility | Line of Credit | Minimum | Base Rate
Line of Credit Facility [Line Items]
Variable rate, basis spread	0.125%
Revolving Credit Facility | Line of Credit | Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Line of Credit Facility [Line Items]
Variable rate, basis spread	1.125%
Revolving Credit Facility | Line of Credit | Maximum
Line of Credit Facility [Line Items]
Commitment fee percentage	0.225%
Revolving Credit Facility | Line of Credit | Maximum | Base Rate
Line of Credit Facility [Line Items]
Variable rate, basis spread	0.50%
Revolving Credit Facility | Line of Credit | Maximum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate
Line of Credit Facility [Line Items]
Variable rate, basis spread	1.50%

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Stockholders’ Equity and Equity-Based Compensation - Narrative (Details) - USD ($)		3 Months Ended		6 Months Ended
	Jul. 17, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Feb. 28, 2017	Oct. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued (in shares)		194,000	130,000
Payment of cash dividend (in dollars per share)		$ 0.27	$ 0.24	$ 0.54	$ 0.48
Cash dividend paid		$ 9,700,000	$ 8,700,000	$ 19,400,000	$ 17,400,000
Value of shares withheld				$ 14,545,000	$ 21,038,000
Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Quarterly cash dividend, declared (in usd per share)	$ 0.27
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized purchase amount (up to)							$ 100,000,000
Repurchase program, additional amount authorized						$ 100,000,000
Repurchase of treasury shares (in shares)		80,400	286,700	80,400	708,700
Shares repurchased, average per share cost (in dollars per share)		$ 49.78	$ 63.95	$ 49.78	$ 79.87
Employee Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted (in shares)				0
Options vested and exercisable (in shares)		303,000		303,000
Options vested and exercisable, weighted average exercise price (in dollars per share)		$ 34.54		$ 34.54
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted (in shares)				965,000
Nonvested shares outstanding (in shares)		2,225,000		2,225,000
Weighted average grant-date fair value (in usd per share)		$ 69.87		$ 69.87
Unrecognized non-cash equity-based compensation charge		$ 116,500,000		$ 116,500,000
Value of shares withheld				$ 12,300,000	$ 21,000,000

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Stockholders’ Equity and Equity-Based Compensation - Summary of Non-cash Equity-based Compensation Expense Included in the Company's Statement of Operations (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Non-cash equity-based compensation expense
Non-cash equity-based compensation	$ 14,943	$ 7,043	$ 23,586	$ 14,869
Cost of revenue
Non-cash equity-based compensation expense
Non-cash equity-based compensation	306	156	490	234
Sales and marketing
Non-cash equity-based compensation expense
Non-cash equity-based compensation	2,487	1,629	3,091	2,557
Product development
Non-cash equity-based compensation expense
Non-cash equity-based compensation	4,221	2,557	6,669	4,338
General and administrative
Non-cash equity-based compensation expense
Non-cash equity-based compensation	$ 7,929	$ 2,701	$ 13,336	$ 7,740

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Revenue (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($) channel	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) channel	Jun. 30, 2022 USD ($)
Segment Reporting Information [Line Items]
Number of primary channels for content offerings | channel	2		2
Total revenue	$ 208,840	$ 206,872	$ 424,120	$ 406,004
Disposal group deferred revenue			126,500
Revenue, remaining performance obligation, amount	$ 74,500		$ 74,500
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01
Segment Reporting Information [Line Items]
Period of performance obligation recognition	5 years		5 years
E-commerce
Segment Reporting Information [Line Items]
Total revenue	$ 111,903	127,388	$ 231,657	254,458
Enterprise
Segment Reporting Information [Line Items]
Total revenue	$ 96,937	$ 79,484	$ 192,463	$ 151,546

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Other Income / (Expense), net (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Other Nonoperating Income (Expense) [Abstract]
Foreign currency gain	$ 551	$ (2,495)	$ 1,662	$ (1,761)
Interest expense	(493)	(205)	(724)	(205)
Interest income and other	668	39	833	63
Total other income / (expense)	$ 726	$ (2,661)	$ 1,771	$ (1,903)

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Effective tax rate, expense	2.70%	14.40%	10.70%	16.90%
Effective tax rate decrease due to windfall tax benefits associated with equity-based compensation	13.60%	4.90%	7.10%	2.20%
Effective tax rate, excluding discrete items	16.30%	19.30%	17.80%	19.10%
Cash paid (refunded) for income taxes			$ 6,795	$ 12,700

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Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Earnings Per Share [Abstract]
Net income	$ 50,013	$ 19,445	$ 82,856	$ 46,017
Shares used to compute basic net income per share (in shares)	36,047	36,123	35,952	36,213
Dilutive potential common shares
Stock options (in shares)	119	169	136	201
Unvested restricted stock awards (in shares)	240	286	402	476
Shares used to compute diluted net income per share (in shares)	36,406	36,578	36,490	36,890
Basic net income per share (in dollars per share)	$ 1.39	$ 0.54	$ 2.31	$ 1.27
Diluted net income per share (in dollars per share)	$ 1.37	$ 0.53	$ 2.27	$ 1.25
Dilutive securities included in the calculation (in shares)	1,112	836	1,400	1,121
Anti-dilutive securities excluded from the calculation (in shares)	1,041	590	611	325

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Geographic Financial Information - Revenue from External Customers by Geographic Areas (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Total revenue	$ 208,840	$ 206,872	$ 424,120	$ 406,004
North America
Segment Reporting Information [Line Items]
Total revenue	96,202	85,896	195,342	165,839
Europe
Segment Reporting Information [Line Items]
Total revenue	58,413	62,931	117,447	125,484
Rest of the world
Segment Reporting Information [Line Items]
Total revenue	$ 54,225	$ 58,045	$ 111,331	$ 114,681
United States | Revenue benchmark | Geographic concentration
Segment Reporting Information [Line Items]
Concentration risk percentage			43.00%	38.00%

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Geographic Financial Information - Long-lived Assets by Geographic Areas (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Geographic revenue based on customer location and long-lived tangible assets
Total long-lived tangible assets	$ 59,434	$ 54,548
North America
Geographic revenue based on customer location and long-lived tangible assets
Total long-lived tangible assets	43,931	42,266
Europe
Geographic revenue based on customer location and long-lived tangible assets
Total long-lived tangible assets	15,435	12,079
Rest of the world
Geographic revenue based on customer location and long-lived tangible assets
Total long-lived tangible assets	$ 68	$ 203
United States | Total long-lived tangible assets | Geographic concentration
Geographic revenue based on customer location and long-lived tangible assets
Concentration risk percentage	70.00%	73.00%
IRELAND | Total long-lived tangible assets | Geographic concentration
Geographic revenue based on customer location and long-lived tangible assets
Concentration risk percentage	20.00%	17.00%

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Commitments and Contingencies - Narrative (Details)	Jun. 30, 2023 USD ($)
Other Commitments [Line Items]
Other obligations	$ 78,100,000
Maturity of unconditional purchase obligations
Remainder of 2023	30,600,000
2024	35,000,000
2025	10,600,000
2026	1,300,000
2027	400,000
2028	200,000
Indemnifications
Maximum aggregate obligation and liability for customer	250,000
Indemnification Agreement
Indemnifications
Maximum possible loss per customer	$ 10,000