0001549346-21-000024 | 10-Q | XBRL Viewer

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Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2021	Apr. 23, 2021
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2021
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, 21st 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		36,555,123
Entity Central Index Key	0001549346
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 363,926	$ 428,574
Accounts receivable, net of allowance of $5,487 and $4,942	49,261	43,846
Prepaid expenses and other current assets	27,401	16,650
Total current assets	440,588	489,070
Property and equipment, net	50,366	50,906
Right-of-use assets	37,908	39,552
Intangible assets, net	45,762	25,765
Goodwill	149,040	89,413
Deferred tax assets, net	10,156	13,566
Other assets	21,324	21,372
Total assets	755,144	729,644
Current liabilities:
Accounts payable	6,088	2,442
Accrued expenses	65,453	67,909
Contributor royalties payable	28,228	26,336
Deferred revenue	153,630	149,843
Other current liabilities	11,924	10,399
Total current liabilities	265,323	256,929
Lease liabilities	40,062	41,620
Other non-current liabilities	9,255	9,170
Total liabilities	314,640	307,719
Commitments and contingencies (Note 13)
Stockholders’ equity:
Common stock, $0.01 par value; 200,000 shares authorized; 39,010 and 38,803 shares issued and 36,452 and 36,245 shares outstanding as of March 31, 2021 and December 31, 2020, respectively	391	389
Treasury stock, at cost; 2,558 shares as of March 31, 2021 and December 31, 2020	(100,027)	(100,027)
Additional paid-in capital	357,422	360,939
Accumulated comprehensive loss	(7,455)	(7,681)
Retained earnings	190,173	168,305
Total stockholders’ equity	440,504	421,925
Total liabilities and stockholders’ equity	$ 755,144	$ 729,644

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 5,487	$ 4,942
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)	39,010,000	38,803,000
Common stock, shares outstanding (in shares)	36,452,000	36,245,000
Treasury stock, shares held in treasury (in shares)	2,558,000	2,558,000

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Income Statement [Abstract]
Revenue	$ 183,281	$ 161,285
Operating expenses:
Cost of revenue	61,832	69,123
Sales and marketing	41,921	42,660
Product development	10,731	13,069
General and administrative	30,679	30,652
Total operating expenses	145,163	155,504
Income from operations	38,118	5,781
Other (expense) / income, net	(2,462)	513
Provision for income taxes	6,142	1,976
Net income	$ 29,514	$ 4,318
Earnings per share:
Basic (in dollars per share)	$ 0.81	$ 0.12
Diluted (in dollars per share)	$ 0.79	$ 0.12
Weighted average shares outstanding:
Basic (in shares)	36,336	35,521
Diluted (in shares)	37,249	35,882

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Statement of Comprehensive Income [Abstract]
Net income	$ 29,514	$ 4,318
Foreign currency translation gain / (loss)	226	(2,448)
Other comprehensive gain / (loss)	226	(2,448)
Comprehensive income	$ 29,740	$ 1,870

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Cumulative Effect, Period of Adoption, Adjusted Balance	Common Stock	Common Stock Cumulative Effect, Period of Adoption, Adjusted Balance	Treasury Stock	Treasury Stock Cumulative Effect, Period of Adoption, Adjusted Balance	Additional Paid-in Capital	Additional Paid-in Capital Cumulative Effect, Period of Adoption, Adjusted Balance	Accumulated Other Comprehensive Income / (Loss)	Accumulated Other Comprehensive Income / (Loss) Cumulative Effect, Period of Adoption, Adjusted Balance	Retained Earnings	Retained Earnings Cumulative Effect, Period of Adoption, Adjustment	Retained Earnings Cumulative Effect, Period of Adoption, Adjusted Balance
Beginning balance (in shares) at Dec. 31, 2019				38,055	38,055	2,558	2,558
Beginning balance at Dec. 31, 2019	$ 328,145	$ (247)	$ 327,898	$ 381	$ 381	$ (100,027)	$ (100,027)	$ 312,824	$ 312,824	$ (6,220)	$ (6,220)	$ 121,187	$ (247)	$ 120,940
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	5,760							5,760
Issuance of common stock in connection with employee stock option exercises and RSU vesting	0			$ 1				(1)
Issuance of common stock in connection with employee stock option exercises and RSU vesting (in shares)				109
Common shares withheld for settlement of taxes in connection with equity-based compensation	(1,761)			$ (1)				(1,760)
Common shares withheld for settlement of taxes in connection with equity-based compensation (in shares)				(45)
Payment of cash dividend	(6,040)											(6,040)
Other comprehensive income (loss)	(2,448)									(2,448)
Net income	4,318											4,318
Ending balance at Mar. 31, 2020	$ 327,727			$ 381		$ (100,027)		316,823		(8,668)		119,218
Ending balance (in shares) at Mar. 31, 2020				38,119		2,558
Beginning balance (in shares) at Dec. 31, 2020	36,245			38,803		2,558
Beginning balance at Dec. 31, 2020	$ 421,925			$ 389		$ (100,027)		360,939		(7,681)		168,305
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation	8,210							8,210
Issuance of common stock in connection with employee stock option exercises and RSU vesting	1,309			$ 4				1,305
Issuance of common stock in connection with employee stock option exercises and RSU vesting (in shares)				357
Common shares withheld for settlement of taxes in connection with equity-based compensation	(13,034)			$ (2)				(13,032)
Common shares withheld for settlement of taxes in connection with equity-based compensation (in shares)				(150)
Payment of cash dividend	(7,646)											(7,646)
Other comprehensive income (loss)	226									226
Net income	29,514											29,514
Ending balance at Mar. 31, 2021	$ 440,504			$ 391		$ (100,027)		$ 357,422		$ (7,455)		$ 190,173
Ending balance (in shares) at Mar. 31, 2021	36,452			39,010		2,558

Consolidated Statements of Stockholders' Equity (Parenthetical)	3 Months Ended
	Mar. 31, 2021 $ / shares
Statement of Stockholders' Equity [Abstract]
Payment of cash dividend (in dollars per share)	$ 0.21

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 29,514	$ 4,318
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	10,091	10,519
Deferred taxes	(433)	(386)
Non-cash equity-based compensation	8,210	5,760
Bad debt expense	526	658
Changes in operating assets and liabilities:
Accounts receivable	(5,892)	673
Prepaid expenses and other current and non-current assets	(9,306)	(2,207)
Accounts payable and other current and non-current liabilities	(72)	(2,286)
Long-term incentives related to acquisitions	0	(7,759)
Contributor royalties payable	(369)	551
Deferred revenue	3,559	(2,982)
Net cash provided by operating activities	35,828	6,859
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(8,548)	(7,719)
Business combination, net of cash acquired	(72,165)	0
Acquisition of content	(489)	(723)
Security deposit (payment) / release	(11)	31
Net cash used in investing activities	(81,213)	(8,411)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of stock options	1,309	0
Cash paid related to settlement of employee taxes related to RSU vesting	(13,034)	(1,761)
Payment of cash dividend	(7,646)	(6,040)
Net cash used in financing activities	(19,371)	(7,801)
Effect of foreign exchange rate changes on cash	108	(810)
Net decrease in cash, cash equivalents and restricted cash	(64,648)	(10,163)
Cash, cash equivalents and restricted cash, beginning of period	428,574	305,874
Cash, cash equivalents and restricted cash, end of period	363,926	295,711
Supplemental Disclosure of Cash Information:
Cash paid for income taxes	$ 3,363	$ 494

Summary of Operations and Significant Accounting Policies	3 Months Ended
	Mar. 31, 2021
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 leading creative platform offering full-service solutions, high-quality content, and tools for brands, businesses and media 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. The content licensed by the Company’s customers includes: •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. •3D Models - following the Company’s acquisition of TurboSquid, Inc. on February 1, 2021, Shutterstock now offers 3D models, used in industries such as advertising, media & video production, gaming, retail, education, design and architecture. See Note 3 Acquisition. The Company licenses content to its customers. Contributors upload their content to the Company’s web properties in exchange for royalty payments based on customer download activity. 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 March 31, 2021, and the Consolidated Statements of Operations, Comprehensive Income, Stockholders’ Equity and Cash Flows for the three months ended March 31, 2021 and 2020, are unaudited. The Consolidated Balance Sheet as of December 31, 2020, 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 March 31, 2021, and its consolidated results of operations, comprehensive income, stockholders’ equity and cash flows for the three months ended March 31, 2021 and 2020. 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 three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2021 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, 2020 included in the Company’s Annual Report on Form 10-K, which was filed with the SEC on February 11, 2021. 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 cash on hand, bank deposits, money market funds and commercial paper. 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 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 three months ended March 31, 2021, the Company recorded bad debt expense of $0.5 million. As of March 31, 2021 and December 31, 2020, the Company’s allowance for doubtful accounts was approximately $5.5 million and $4.9 million, respectively. The allowance for doubtful accounts is included as a reduction of accounts receivable on the Consolidated Balance Sheets. The Company adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments (“ASU 2016-13”) on January 1, 2020, using the modified retrospective method and recorded a cumulative-effect adjustment of $0.2 million, net of tax, in retained earnings as of January 1, 2020. 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 March 31, 2021 and December 31, 2020, the Company’s combined allowance for chargebacks and sales refunds was $0.5 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 recognizes revenue upon the satisfaction of performance obligations, which generally occurs when content is downloaded by a customer. The Company recognizes revenue on both its subscription-based and transaction-based products when content is downloaded, at which time the license is provided. In addition, management estimates expected unused licenses for subscription-based products and recognizes the estimated 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. The Company expenses contract acquisition costs as incurred, to the extent that the amortization period would otherwise be one year or less. Collectability is reasonably assured at the time the electronic order or contract is entered. The majority of the Company’s customers purchase products by making an electronic payment with a credit card at the time of a 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. Recently Adopted Accounting Standard Updates In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes (“ASU-2019-12”). ASU 2019-12 eliminates certain exceptions to the guidance in Topic 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes, enacted changes in tax laws or rates and clarifies the accounting transactions that result in a step-up in the tax basis of goodwill. The guidance is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. The Company adopted ASU 2019-12, effective January 1, 2021. The impact of adoption of this standard on the consolidated financial statements, including accounting policies, processes and systems, was not material.

Fair Value Measurements and Long-term Investments	3 Months Ended
Fair Value Measurements and Long-term Investments	Mar. 31, 2021
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 March 31, 2021 or December 31, 2020, except as noted below. Cash Equivalents Cash equivalents include money market accounts and short-term commercial paper and are classified as a level 1 measurement based on quoted prices in active markets for identical assets that the reporting entity can access at the measurement date. As of March 31, 2021 and December 31, 2020, the Company had cash equivalent balances of $255.0 million and $250.0 million, respectively. 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. The Company’s non-financial assets, which include property and equipment, 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 March 31, 2021 and December 31, 2020, the Company’s long-term investments are in equity securities with no readily determinable fair value, totaled $20.0 million, and is 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 March 31, 2021, 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.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Acquisition

3 Months Ended

Mar. 31, 2021

Business Combinations [Abstract]

Acquisition

TurboSquid, Inc.

On February 1, 2021, the Company completed its acquisition of all of the outstanding shares of TurboSquid, Inc. (“TurboSquid”), for approximately $77.3 million, subject to customary working capital adjustments. The transaction was accounted for using the acquisition method and, accordingly, the results of the acquired business have been included in the Company’s results of operations from the acquisition date. In connection with the acquisition, the Company incurred approximately $1.6 million of transaction costs.

TurboSquid is a Louisiana-based company that operates a marketplace offering more than one million 3D models, a marketplace for 2D images derived from 3D objects and a digital asset management solution. The Company believes this acquisition establishes Shutterstock as the premium destination for 3D models as well as 3D models in an easy-to-use 2D format.

The fair value of consideration transferred in this business combination was allocated to the intangible and tangible assets acquired and liabilities assumed at the acquisition date, with the remaining unallocated amount recorded as goodwill.

The total purchase price was paid with existing cash on hand in the three months ended March 31, 2021, subject to working capital adjustments which are expected to be settled during the second quarter of 2021. The Company is in the process of finalizing the working capital adjustments. Accordingly, management has used their best estimate in the initial purchase price allocation as of the date of these financial statements.

The aggregate purchase price was allocated to the assets acquired and liabilities assumed as follows (in thousands):


Assets acquired and liabilities assumed:	Fair Value at Acquisition Date
Cash and cash equivalents	$	5,165

Other assets	1,553
Property and equipment	472





Intangible assets	21,500
Goodwill	59,491
Total assets acquired	$	88,181

Accounts payable, accrued expenses and other liabilities	(4,685)
Contributor royalties payable	(2,243)


Deferred tax liability	(3,923)
Total liabilities assumed	(10,851)
Net assets acquired	$	77,330

The identifiable intangible assets, which include customer relationships, developed technology, trade names and contributor content, have a weighted average life of approximately 8.2 years and 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 names and developed technology were determined using the relief-from-royalty method and the fair value of the contributor content was determined using the cost-to-recreate method.

The goodwill arising from the transaction is primarily attributable to expected operational synergies and is not deductible for income tax purposes.

The following unaudited pro forma consolidated financial information (in thousands) reflects the results of operations of the Company for the three months ended March 31, 2021 and 2020, as if the TurboSquid acquisition had been completed on January 1, 2020, after giving effect to certain purchase accounting adjustments, primarily related to intangible assets. These pro forma results have been prepared for comparative purposes only 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 March 31,
	2021		2020
Revenue
As Reported	$	183,281	$	161,285
Pro Forma	185,344		166,723
Income before income taxes
As Reported	$	35,656	$	6,294
Pro Forma	36,957		4,841

Property and Equipment

3 Months Ended

Mar. 31, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment

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


	As of March 31, 2021		As of December 31, 2020
Computer equipment and software	$	200,493	$	193,141
Furniture and fixtures	10,245		10,235
Leasehold improvements	19,368		19,382
Property and equipment	230,106		222,758
Less accumulated depreciation	(179,740)		(171,852)
Property and equipment, net	$	50,366	$	50,906

Depreciation and amortization expense related to property and equipment was $8.0 million and $9.3 million for the three months ended March 31, 2021 and 2020, respectively. Of these amounts, $7.1 million and $8.2 million are included in cost of revenue for the three months ended March 31, 2021 and 2020, respectively, and $0.9 million and $1.1 million are included in general and administrative expense for the three months ended March 31, 2021 and 2020, respectively.

Depreciation and amortization expense is included in cost of revenue and general and administrative expense in the Consolidated Statements of Operations based on the nature of the asset being depreciated.

Capitalized Internal-Use Software

The Company capitalized costs related to the development of internal-use software of $7.0 million and $6.6 million for the three months ended March 31, 2021 and 2020, 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 $6.7 million and $7.2 million for the three months ended March 31, 2021 and 2020, respectively. Depreciation expense related to capitalized internal-use software is included in cost of revenue and general and administrative expense in the Consolidated Statements of Operations based on the nature of the asset.

As of March 31, 2021 and December 31, 2020, the Company had capitalized internal-use software of $38.3 million and $38.0 million, respectively, net of accumulated depreciation, which was included in property and equipment, net.

Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

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 three months ended March 31, 2021.

The following table summarizes the changes in the carrying value of the Company’s goodwill balance during the three months ended March 31, 2021 (in thousands):


	Goodwill
Balance as of December 31, 2020	$	89,413
Goodwill related to acquisitions	$	59,491
Foreign currency translation adjustment	136

Balance as of March 31, 2021	$	149,040

Intangible Assets

Intangible assets, all of which are subject to amortization, consisted of the following as of March 31, 2021 and December 31, 2020 (in thousands):


	As of March 31, 2021							As of December 31, 2020
	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	$	27,258	$	(11,601)	$	15,657	9	$	18,132	$	(11,032)	$	7,100
Trade name	8,917		(6,469)		2,448		8	6,669		(6,328)		341
Developed technology	14,757		(5,519)		9,238		4	6,930		(5,039)		1,891
Contributor content	29,706		(11,426)		18,280		8	26,669		(10,378)		16,291

Patents	259		(120)		139		18	259		(117)		142

Total	$	80,897	$	(35,135)	$	45,762		$	58,659	$	(32,894)	$	25,765

Amortization expense was $2.1 million and $1.2 million for the three months ended March 31, 2021 and 2020, respectively. Of these amounts, $1.2 million and $0.6 million are included in cost of revenue for the three months ended March 31, 2021 and 2020, respectively, and $0.9 million and $0.6 million are included in general and administrative expense for the three months ended March 31, 2021 and 2020, respectively.

The Company determined that there was no indication of impairment of the intangible assets for any period presented. Estimated amortization expense is: $6.6 million for the remaining nine months of 2021, $8.6 million in 2022, $8.2 million in 2023, $7.3 million in 2024, $3.9 million in 2025, $2.8 million in 2026 and $8.4 million thereafter.

Accrued Expenses

3 Months Ended

Mar. 31, 2021

Payables and Accruals [Abstract]

Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	As of March 31, 2021		As of December 31, 2020
Compensation	$	21,311	$	31,499
Non-income taxes	20,630		17,164

Website hosting and marketing fees	12,484		9,991



Other expenses	11,028		9,255
Total accrued expenses	$	65,453	$	67,909

Stockholders’ Equity and Equity-Based Compensation

3 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Abstract]

Stockholders’ Equity and Equity-Based Compensation

Stockholders’ Equity

Common Stock

The Company issued approximately 207,000 and 64,000 shares of common stock during the three months ended March 31, 2021 and 2020, 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, authorizing the Company to purchase 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. During the three months ended March 31, 2021 and 2020, the Company did not repurchase any shares of its common stock under the share repurchase program. As of March 31, 2021, the Company had $100 million of remaining authorization for purchases under the share repurchase program.

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.

Dividends

The Company declared and paid cash dividends of $0.21 per share of common stock, or $7.6 million, during the three months ended March 31, 2021.

On April 19, 2021, the Company’s Board of Directors declared a quarterly cash dividend of $0.21 per share of outstanding common stock payable on June 17, 2021 to stockholders of record at the close of business on June 3, 2021. 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 payment awards, including employee Restricted Stock Units and Performance-based Restricted Stock Units (“PRSUs” and, collectively with Restricted Stock Units, “RSUs”) and stock options granted under the Company’s Amended and Restated 2012 Omnibus Equity Incentive Plan (the “2012 Plan”), based on the fair value of each award on the grant date.

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 months ended March 31, 2021 and 2020 (in thousands):


	Three Months Ended March 31,
	2021		2020
Cost of revenue	$	164	$	51
Sales and marketing	467		460
Product development	1,229		1,125
General and administrative	6,350		4,124
Total	$	8,210	$	5,760

The following table summarizes non-cash equity-based compensation expense, net of forfeitures, by award type included in the accompanying Consolidated Statements of Operations for the three months ended March 31, 2021 and 2020 (in thousands):


	Three Months Ended March 31,
	2021		2020
Stock options	$	175	$	1,316
RSUs	8,035		4,444



Total	$	8,210	$	5,760

Stock Option Awards

During the three months ended March 31, 2021, no options to purchase shares of its common stock were granted. As of March 31, 2021, there were approximately 325,000 options vested and exercisable with a weighted average exercise price of $33.29. As of March 31, 2021, the total unrecognized compensation charge related to non-vested options was approximately $1.4 million, which is expected to be recognized through 2023.

Restricted Stock Unit Awards

During the three months ended March 31, 2021, the Company had RSU grants, net of forfeitures, of approximately 92,000. As of March 31, 2021, there are approximately 1,169,000 non-vested RSUs outstanding with a weighted average grant-date fair value of $42.70. As of March 31, 2021, the total unrecognized non-cash equity-based compensation charge related to the non-vested RSUs was approximately $30.4 million, which is expected to be recognized through 2024.

During the three months ended March 31, 2021, shares of common stock with an aggregate value of $13.0 million were withheld upon vesting of RSUs and paid in connection with related remittance of employee withholding taxes to taxing authorities.

On April 1, 2021, the Company granted approximately 350,000 RSUs with a grant date fair value of $31.4 million.

Revenue

3 Months Ended

Mar. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenue

The Company distributes its content offerings 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 a subscription plan that is paid on a monthly or annual basis or 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 months ended March 31, 2021 and 2020 are as follows (in thousands):


	Three Months Ended March 31,
	2021		2020
E-commerce	$	118,400	$	99,736
Enterprise	64,881		61,549

Total Revenues	$	183,281	$	161,285

The March 31, 2021 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. $64.4 million of total revenue recognized for the three months ended March 31, 2021 was reflected in deferred revenue as of December 31, 2020.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Other (Loss) / Income, net

3 Months Ended

Mar. 31, 2021

Other Nonoperating Income (Expense) [Abstract]

Other (Loss) / Income, 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 months ended March 31, 2021 and 2020 (in thousands):


	Three Months Ended March 31,
	2021		2020
Foreign currency loss	$	(2,510)	$	(598)



Interest income, net	48		1,111
Total other (loss) / income	$	(2,462)	$	513

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2021
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company’s effective tax rates yielded a net expense of 17.2% and 31.4% for the three months ended March 31, 2021 and 2020, respectively. For the three months ended March 31, 2021, net effect of discrete items decreased the effective tax rate by 1.8%. Excluding these items, the Company’s effective tax rate would have been 19.0% for the three months ended March 31, 2021. For the three months ended March 31, 2020, the effective tax rate increased by 9.9%, primarily as a result of a loss jurisdiction with no tax benefit. Excluding these items, the Company’s effective tax rate would have been 21.5% for the three months ended March 31, 2020. 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 months ended March 31, 2021 and 2020, uncertain tax positions recorded by the Company were not material. 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 material for the three months ended March 31, 2021 and 2020. During the three months ended March 31, 2021 and 2020, the Company paid net cash taxes of $3.4 million and $0.5 million, respectively.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Net Income Per Share

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

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 months ended March 31, 2021 and 2020 (in thousands):


	Three Months Ended March 31,
	2021		2020
Net income	$	29,514	$	4,318
Shares used to compute basic net income per share	36,336		35,521
Dilutive potential common shares
Stock options	224		67
Unvested restricted stock awards	689		294

Shares used to compute diluted net income per share	37,249		35,882
Basic net income per share	$	0.81	$	0.12
Diluted net income per share	$	0.79	$	0.12

Dilutive shares included in the calculation	1,436		856
Anti-dilutive shares excluded from the calculation	18		1,144

Geographic Information

3 Months Ended

Mar. 31, 2021

Segment Reporting [Abstract]

Geographic Information

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


	Three Months Ended March 31,
	2021		2020
North America	$	64,309	$	57,018
Europe	62,277		53,796
Rest of the world	56,695		50,471
Total revenue	$	183,281	$	161,285

The United States, included in North America in the above table, accounted for 32% of consolidated revenue for the three months ended March 31, 2021 and 2020. 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 March 31,		As of December 31,
	2021		2020
North America	$	43,010	$	43,451
Europe	7,132		7,192
Rest of the world	224		263
Total long-lived tangible assets	$	50,366	$	50,906

The United States, included in North America in the above table, accounted for 76% and 75% of total long-lived tangible assets as of March 31, 2021 and December 31, 2020, respectively. No other country accounts for more than 10% of the Company’s long-lived tangible assets in any period presented.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Paragraph 42
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies As of March 31, 2021, the Company had total non-lease obligations in the amount of approximately $48.8 million, which consisted primarily of minimum royalty guarantees and unconditional purchase obligations related to contracts for infrastructure and other business services. As of March 31, 2021, the Company’s non-lease obligations for the remainder of 2021 and for the years ending December 31, 2022, 2023, 2024 and 2025 were approximately $24.3 million, $12.5 million, $8.0 million, $3.2 million and $0.8 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 March 31, 2021, 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 in the event of a change in control or otherwise, with or without cause.

Summary of Operations and Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2021
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 March 31, 2021, and the Consolidated Statements of Operations, Comprehensive Income, Stockholders’ Equity and Cash Flows for the three months ended March 31, 2021 and 2020, are unaudited. The Consolidated Balance Sheet as of December 31, 2020, 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 March 31, 2021, and its consolidated results of operations, comprehensive income, stockholders’ equity and cash flows for the three months ended March 31, 2021 and 2020. 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 three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2021 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, 2020 included in the Company’s Annual Report on Form 10-K, which was filed with the SEC on February 11, 2021. 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 cash on hand, bank deposits, money market funds and commercial paper.
Allowance for Doubtful Accounts	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 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 March 31, 2021 and December 31, 2020, the Company’s combined allowance for chargebacks and sales refunds was $0.5 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 recognizes revenue upon the satisfaction of performance obligations, which generally occurs when content is downloaded by a customer. The Company recognizes revenue on both its subscription-based and transaction-based products when content is downloaded, at which time the license is provided. In addition, management estimates expected unused licenses for subscription-based products and recognizes the estimated 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. The Company expenses contract acquisition costs as incurred, to the extent that the amortization period would otherwise be one year or less. Collectability is reasonably assured at the time the electronic order or contract is entered. The majority of the Company’s customers purchase products by making an electronic payment with a credit card at the time of a 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.
Recently Adopted and Issued Accounting Standard Updates	Recently Adopted Accounting Standard UpdatesIn December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes (“ASU-2019-12”). ASU 2019-12 eliminates certain exceptions to the guidance in Topic 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The new guidance also simplifies aspects of the accounting for franchise taxes, enacted changes in tax laws or rates and clarifies the accounting transactions that result in a step-up in the tax basis of goodwill. The guidance is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. The Company adopted ASU 2019-12, effective January 1, 2021. The impact of adoption of this standard on the consolidated financial statements, including accounting policies, processes and systems, was not material.

- Definition

Disclosure of accounting policy for revenue from contract with customer.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
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-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130561-203045

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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+ Details

Acquisition (Tables)

3 Months Ended

Mar. 31, 2021

Business Combinations [Abstract]

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

The aggregate purchase price was allocated to the assets acquired and liabilities assumed as follows (in thousands):


Assets acquired and liabilities assumed:	Fair Value at Acquisition Date
Cash and cash equivalents	$	5,165

Other assets	1,553
Property and equipment	472





Intangible assets	21,500
Goodwill	59,491
Total assets acquired	$	88,181

Accounts payable, accrued expenses and other liabilities	(4,685)
Contributor royalties payable	(2,243)


Deferred tax liability	(3,923)
Total liabilities assumed	(10,851)
Net assets acquired	$	77,330

Business Acquisition, Pro Forma Information

These pro forma results have been prepared for comparative purposes only 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 March 31,
	2021		2020
Revenue
As Reported	$	183,281	$	161,285
Pro Forma	185,344		166,723
Income before income taxes
As Reported	$	35,656	$	6,294
Pro Forma	36,957		4,841

Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2021

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment

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


	As of March 31, 2021		As of December 31, 2020
Computer equipment and software	$	200,493	$	193,141
Furniture and fixtures	10,245		10,235
Leasehold improvements	19,368		19,382
Property and equipment	230,106		222,758
Less accumulated depreciation	(179,740)		(171,852)
Property and equipment, net	$	50,366	$	50,906

Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Goodwill

The following table summarizes the changes in the carrying value of the Company’s goodwill balance during the three months ended March 31, 2021 (in thousands):


	Goodwill
Balance as of December 31, 2020	$	89,413
Goodwill related to acquisitions	$	59,491
Foreign currency translation adjustment	136

Balance as of March 31, 2021	$	149,040

Schedule of Intangible Assets

Intangible assets, all of which are subject to amortization, consisted of the following as of March 31, 2021 and December 31, 2020 (in thousands):


	As of March 31, 2021							As of December 31, 2020
	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	$	27,258	$	(11,601)	$	15,657	9	$	18,132	$	(11,032)	$	7,100
Trade name	8,917		(6,469)		2,448		8	6,669		(6,328)		341
Developed technology	14,757		(5,519)		9,238		4	6,930		(5,039)		1,891
Contributor content	29,706		(11,426)		18,280		8	26,669		(10,378)		16,291

Patents	259		(120)		139		18	259		(117)		142

Total	$	80,897	$	(35,135)	$	45,762		$	58,659	$	(32,894)	$	25,765

Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2021

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	As of March 31, 2021		As of December 31, 2020
Compensation	$	21,311	$	31,499
Non-income taxes	20,630		17,164

Website hosting and marketing fees	12,484		9,991



Other expenses	11,028		9,255
Total accrued expenses	$	65,453	$	67,909

Stockholders’ Equity and Equity-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Abstract]

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


	Three Months Ended March 31,
	2021		2020
Cost of revenue	$	164	$	51
Sales and marketing	467		460
Product development	1,229		1,125
General and administrative	6,350		4,124
Total	$	8,210	$	5,760


	Three Months Ended March 31,
	2021		2020
Stock options	$	175	$	1,316
RSUs	8,035		4,444



Total	$	8,210	$	5,760

Revenue (Tables)

3 Months Ended

Mar. 31, 2021

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

The Company’s revenues by distribution channel for the three months ended March 31, 2021 and 2020 are as follows (in thousands):


	Three Months Ended March 31,
	2021		2020
E-commerce	$	118,400	$	99,736
Enterprise	64,881		61,549

Total Revenues	$	183,281	$	161,285

Other (Loss) / Income, net (Tables)

3 Months Ended

Mar. 31, 2021

Other Nonoperating Income (Expense) [Abstract]

Summary of the Company's other (expense) income, net activity


	Three Months Ended March 31,
	2021		2020
Foreign currency loss	$	(2,510)	$	(598)



Interest income, net	48		1,111
Total other (loss) / income	$	(2,462)	$	513

Net Income Per Share (Tables)

3 Months Ended

Mar. 31, 2021

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 months ended March 31, 2021 and 2020 (in thousands):


	Three Months Ended March 31,
	2021		2020
Net income	$	29,514	$	4,318
Shares used to compute basic net income per share	36,336		35,521
Dilutive potential common shares
Stock options	224		67
Unvested restricted stock awards	689		294

Shares used to compute diluted net income per share	37,249		35,882
Basic net income per share	$	0.81	$	0.12
Diluted net income per share	$	0.79	$	0.12

Dilutive shares included in the calculation	1,436		856
Anti-dilutive shares excluded from the calculation	18		1,144

Geographic Information (Tables)

3 Months Ended

Mar. 31, 2021

Segment Reporting [Abstract]

Revenue from External Customers by Geographic Areas

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


	Three Months Ended March 31,
	2021		2020
North America	$	64,309	$	57,018
Europe	62,277		53,796
Rest of the world	56,695		50,471
Total revenue	$	183,281	$	161,285

Long-lived Assets by Geographic Areas

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


	As of March 31,		As of December 31,
	2021		2020
North America	$	43,010	$	43,451
Europe	7,132		7,192
Rest of the world	224		263
Total long-lived tangible assets	$	50,366	$	50,906

Summary of Operations and Significant Accounting Policies - Allowance for Doubtful Accounts and Chargeback and Sales Refund Allowance (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Accounting Policies [Abstract]
Bad debt expense	$ 526	$ 658
Allowance for doubtful accounts	5,487		$ 4,942
Chargeback and sales refund allowances	$ 500		$ 500

Summary of Operations and Significant Accounting Policies - Accounting Standards Update (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020	Dec. 31, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders' equity	$ (440,504)	$ (421,925)	$ (327,727)	$ (328,145)
Retained Earnings
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders' equity	$ (190,173)	$ (168,305)	$ (119,218)	(121,187)
Cumulative Effect, Period of Adoption, Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders' equity				247
Cumulative Effect, Period of Adoption, Adjustment \| Retained Earnings
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders' equity				247
Cumulative Effect, Period of Adoption, Adjustment \| Accounting Standards Update 2016-13 \| Retained Earnings
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Stockholders' equity				$ 200

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References + Details

Fair Value Measurements and Other Long-term Investments (Details) - USD ($) $ in Millions	Mar. 31, 2021	Dec. 31, 2020
Fair Value Disclosures [Abstract]
Cash equivalents	$ 255.0	$ 250.0
Long-term investments	$ 20.0	$ 20.0

Acquisition - Narrative (Details) - TurboSquid, Inc. $ in Millions	Feb. 01, 2021 USD ($)
Business Acquisition [Line Items]
Purchase price	$ 77.3
Professional fees	$ 1.6
Estimated useful life	8 years 2 months 12 days

Acquisition - Schedule of Acquisition (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Feb. 01, 2021	Dec. 31, 2020
Assets acquired and liabilities assumed:
Goodwill	$ 149,040		$ 89,413
TurboSquid, Inc.
Assets acquired and liabilities assumed:
Cash and cash equivalents		$ 5,165
Other assets		1,553
Property and equipment		472
Intangible assets		21,500
Goodwill		59,491
Total assets acquired		88,181
Accounts payable, accrued expenses and other liabilities		(4,685)
Contributor royalties payable		(2,243)
Deferred tax liability		(3,923)
Total liabilities assumed		(10,851)
Net assets acquired		$ 77,330

Acquisition - Pro Forma (Details) - USD ($) $ in Thousands	3 Months Ended
Acquisition - Pro Forma (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Mar. 31, 2020
Business Acquisition [Line Items]
Revenue - As Reported	$ 183,281	$ 161,285
TurboSquid, Inc.
Business Acquisition [Line Items]
Revenue - As Reported	183,281	161,285
Revenue - Pro Forma	185,344	166,723
Income before income taxes - As Reported	35,656	6,294
Income before income taxes - Pro Forma	$ 36,957	$ 4,841

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Property and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Property and Equipment
Property and equipment	$ 230,106		$ 222,758
Less accumulated depreciation	(179,740)		(171,852)
Property and equipment, net	50,366		50,906
Depreciation and amortization	10,091	$ 10,519
Capitalized amount	7,000	6,600
Amortization expense	6,700	7,200
Internal use software	38,300		38,000
Computer equipment and software
Property and Equipment
Property and equipment	200,493		193,141
Furniture and fixtures
Property and Equipment
Property and equipment	10,245		10,235
Leasehold improvements
Property and Equipment
Property and equipment	19,368		$ 19,382
Property And Equipment
Property and Equipment
Depreciation and amortization	8,000	9,300
Cost of revenue \| Property And Equipment
Property and Equipment
Depreciation and amortization	7,100	8,200
Selling, General and Administrative Expenses \| Property And Equipment
Property and Equipment
Depreciation and amortization	$ 900	$ 1,100

Goodwill and Intangible Assets - Changes in Goodwill (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($)
Changes in goodwill
Balance at the beginning of the period	$ 89,413
Goodwill related to acquisitions	59,491
Foreign currency translation adjustment	136
Balance at the end of the period	$ 149,040

Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Amortizing intangible assets
Gross Carrying Amount	$ 80,897	$ 58,659
Accumulated Amortization	(35,135)	(32,894)
Net Carrying Amount	45,762	25,765
Customer relationships
Amortizing intangible assets
Gross Carrying Amount	27,258	18,132
Accumulated Amortization	(11,601)	(11,032)
Net Carrying Amount	$ 15,657	7,100
Weighted Average Life (Years)	9 years
Trade name
Amortizing intangible assets
Gross Carrying Amount	$ 8,917	6,669
Accumulated Amortization	(6,469)	(6,328)
Net Carrying Amount	$ 2,448	341
Weighted Average Life (Years)	8 years
Developed technology
Amortizing intangible assets
Gross Carrying Amount	$ 14,757	6,930
Accumulated Amortization	(5,519)	(5,039)
Net Carrying Amount	$ 9,238	1,891
Weighted Average Life (Years)	4 years
Content library
Amortizing intangible assets
Gross Carrying Amount	$ 29,706	26,669
Accumulated Amortization	(11,426)	(10,378)
Net Carrying Amount	$ 18,280	16,291
Weighted Average Life (Years)	8 years
Patents
Amortizing intangible assets
Gross Carrying Amount	$ 259	259
Accumulated Amortization	(120)	(117)
Net Carrying Amount	$ 139	$ 142
Weighted Average Life (Years)	18 years

Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Amortizing intangible assets
Amortization expense	$ 2.1	$ 1.2
Remainder of 2021	6.6
2022	8.6
2023	8.2
2024	7.3
2025	3.9
2026	2.8
Thereafter	8.4
Cost of revenue
Amortizing intangible assets
Amortization expense	1.2	0.6
Selling, General and Administrative Expenses
Amortizing intangible assets
Amortization expense	$ 0.9	$ 0.6

Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Compensation	$ 21,311	$ 31,499
Non-income taxes	20,630	17,164
Website hosting and marketing fees	12,484	9,991
Other expenses	11,028	9,255
Total accrued expenses	$ 65,453	$ 67,909

Stockholders’ Equity and Equity-Based Compensation - Narrative (Details) - USD ($)			3 Months Ended
	Apr. 19, 2021	Apr. 01, 2021	Mar. 31, 2021	Mar. 31, 2020	Feb. 28, 2017	Oct. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued (in shares)			207,000	64,000
Payment of cash dividend (in dollars per share)			$ 0.21
Cash dividend paid			$ 7,600,000
Value of shares withheld			$ 13,034,000	$ 1,761,000
Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Quarterly cash dividend, declared (in usd per share)	$ 0.21
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized purchase amount (up to)					$ 100,000,000	$ 100,000,000
Repurchase of treasury shares (in shares)			0	0
Value remaining for repurchase			$ 100,000,000
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options vested and exercisable (in shares)			325,000
Options vested and exercisable, weighted average exercise price (in dollars per share)			$ 33.29
Unrecognized compensation charge			$ 1,400,000
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted (in shares)			92,000
Weighted average grant-date fair value (in usd per share)			$ 42.70
Nonvested shares outstanding (in shares)			1,169,000
Unrecognized non-cash equity-based compensation charge			$ 30,400,000
Value of shares withheld			$ 13,000,000.0
RSUs \| Subsequent Event
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted (in shares)		350,000
Grant date fair value		$ 31,400,000

Stockholders’ Equity and Equity-Based Compensation - Summary of non-cash equity-based compensation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Non-cash equity-based compensation expense
Non-cash equity-based compensation	$ 8,210	$ 5,760
Stock options
Non-cash equity-based compensation expense
Non-cash equity-based compensation	175	1,316
RSUs
Non-cash equity-based compensation expense
Non-cash equity-based compensation	8,035	4,444
Cost of revenue
Non-cash equity-based compensation expense
Non-cash equity-based compensation	164	51
Sales and marketing
Non-cash equity-based compensation expense
Non-cash equity-based compensation	467	460
Product development
Non-cash equity-based compensation expense
Non-cash equity-based compensation	1,229	1,125
General and administrative
Non-cash equity-based compensation expense
Non-cash equity-based compensation	$ 6,350	$ 4,124

Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
Revenue (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Mar. 31, 2020
Segment Reporting Information [Line Items]
Total revenue	$ 183,281	$ 161,285
Disposal group deferred revenue	64,400
E-commerce
Segment Reporting Information [Line Items]
Total revenue	118,400	99,736
Enterprise
Segment Reporting Information [Line Items]
Total revenue	$ 64,881	$ 61,549

- Definition

+ References

+ Details

Other (Loss) / Income, net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Other Nonoperating Income (Expense) [Abstract]
Foreign currency loss	$ (2,510)	$ (598)
Interest income, net	48	1,111
Total other (loss) / income	$ (2,462)	$ 513

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Mar. 31, 2020
Income Tax Disclosure [Abstract]
Effective tax rate, expense (benefit)	17.20%	31.40%
Increase (decrease) in effective tax rate, loss jurisdiction	(1.80%)	9.90%
Effective tax rate, excluding discrete items	19.00%	21.50%
Cash paid for income taxes	$ 3,363	$ 494
Proceeds from net tax refunds		$ 500

Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Earnings Per Share [Abstract]
Net income	$ 29,514	$ 4,318
Shares used to compute basic net income per share (in shares)	36,336	35,521
Dilutive potential common shares
Stock options (in shares)	224	67
Unvested restricted stock awards (in shares)	689	294
Shares used to compute diluted net income per share (in shares)	37,249	35,882
Basic net income per share (in dollars per share)	$ 0.81	$ 0.12
Diluted net income per share (in dollars per share)	$ 0.79	$ 0.12
Dilutive securities included in the calculation (in shares)	1,436	856
Anti-dilutive securities excluded from the calculation (in shares)	18	1,144

Geographic Information (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
Geographic Information (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Geographic revenue based on customer location and long-lived tangible assets
Revenue	$ 183,281	$ 161,285
Total long-lived tangible assets	50,366		$ 50,906
North America
Geographic revenue based on customer location and long-lived tangible assets
Revenue	64,309	$ 57,018
Total long-lived tangible assets	$ 43,010		$ 43,451
United States \| Revenue benchmark \| Geographic concentration
Geographic revenue based on customer location and long-lived tangible assets
Concentration risk percentage	32.00%	32.00%
United States \| Total long-lived tangible assets \| Geographic concentration
Geographic revenue based on customer location and long-lived tangible assets
Concentration risk percentage	76.00%		75.00%
Europe
Geographic revenue based on customer location and long-lived tangible assets
Revenue	$ 62,277	$ 53,796
Total long-lived tangible assets	7,132		$ 7,192
Rest of the world
Geographic revenue based on customer location and long-lived tangible assets
Revenue	56,695	$ 50,471
Total long-lived tangible assets	$ 224		$ 263

Commitments and Contingencies - Narrative (Details)	Mar. 31, 2021 USD ($)
Other Commitments [Line Items]
Other obligations	$ 48,800,000
Maturity of unconditional purchase obligations
Remainder of 2021	24,300,000
2022	12,500,000
2023	8,000,000.0
2024	3,200,000
2025	800,000
Indemnifications
Maximum aggregate obligation and liability for customer	250,000
Indemnification Agreement
Indemnifications
Maximum possible loss per customer	$ 10,000

Label	Element	Value
Accounting Standards Update [Extensible List]	us-gaap_AccountingStandardsUpdateExtensibleList	Accounting Standards Update 2016-13 [Member]

- Definition

Indicates amendment to accounting standards.

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+ Details