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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2012	Nov. 16, 2012
Document and Entity Information
Entity Registrant Name	Shutterstock, Inc.
Entity Central Index Key	0001549346
Document Type	10-Q
Document Period End Date	Sep. 30, 2012
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	No
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		33,513,281
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 28,793	$ 14,097
Credit card receivables	2,100	964
Accounts receivable, net	1,377	647
Prepaid expenses and other current assets	5,151	1,554
Deferred tax assets	807	644
Due from related party		168
Total current assets	38,228	18,074
Property and equipment, net	5,402	3,844
Intangible assets, net	1,045	1,029
Goodwill	1,423	1,423
Deferred tax assets	146	58
Other assets	427	427
Total assets	46,671	24,855
Current liabilities:
Accounts payable	2,325	1,838
Accrued expenses	13,728	10,875
Contributor royalties payable	6,734	5,261
Deferred revenue	36,214	28,451
Term loan facility	12,000
Other liabilities	95	85
Total current liabilities	71,096	46,510
Other non-current liabilities	5,454	2,548
Total liabilities	76,550	49,058
Commitments and contingencies (Note 8)
Redeemable preferred members' interest	27,675	33,725
Members' deficit:
Common members' interest	5,699	5,699
Accumulated deficit	(63,253)	(63,627)
Total members' deficit	(57,554)	(57,928)
Total liabilities, redeemable preferred members' interest, and members' deficit	$ 46,671	$ 24,855

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Revenue	$ 42,260	$ 31,156	$ 120,459	$ 85,543
Operating expenses:
Cost of revenue	16,208	11,373	46,312	32,529
Sales and marketing	9,633	8,493	32,760	22,329
Product development	3,992	2,811	11,062	7,066
General and administrative	3,536	2,539	11,430	6,836
Total operating expenses	33,369	25,216	101,564	68,760
Income from operations	8,891	5,940	18,895	16,783
Other income / (expense), net	(3)	1	2	8
Income before income taxes	8,888	5,941	18,897	16,791
Provision for income taxes	146	253	374	715
Net income	8,742	5,688	18,523	16,076
Less:
Preferred interest distributed	2,263	1,313	6,050	6,188
Preferred interest discount accretion				4,058
Undistributed earnings (loss) to participating members	(77)	109	(1,419)	(3,183)
Net income available to common members	$ 6,556	$ 4,266	$ 13,892	$ 9,013
Net income (loss) per basic share available to common members:
Distributed (in dollars per share)	$ 0.32	$ 0.18	$ 0.87	$ 0.89
Undistributed (in dollars per share)	(0.01)	0.02	(0.20)	(0.46)
Basic (in dollars per share)	0.31	0.20	0.67	0.43
Net income (loss) per diluted share available to common members:
Distributed (in dollars per share)	0.32	0.18	0.87	0.89
Undistributed (in dollars per share)	(0.01)	0.02	(0.20)	(0.46)
Diluted (in dollars per share)	$ 0.31	$ 0.20	$ 0.67	$ 0.43
Weighted average shares outstanding:
Basic (in shares)	20,849,242	20,849,242	20,849,242	20,849,242
Diluted (in shares)	20,849,242	20,849,242	20,849,242	20,849,242

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 18,523	$ 16,076
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,888	1,033
Deferred taxes	(251)	236
Non-cash equity-based compensation	2,827	1,390
Bad debt reserve	131
Changes in operating assets and liabilities:
Credit card receivable	(1,136)	(299)
Accounts receivable	(861)	(349)
Prepaid expenses and other current and non-current assets	(3,635)	(935)
Due from (to) member	168	(37)
Accounts payable and other liabilities	5,998	3,229
Contributors payable	1,473	1,212
Deferred revenue	7,763	7,908
Net cash provided by operating activities	32,888	29,464
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(3,268)	(2,742)
Acquisition of patents	(193)	(25)
Security deposit receipt	38
Net cash used in investing activities	(3,423)	(2,767)
CASH FLOWS FROM FINANCING ACTIVITIES
Term loan facility	12,000
Payment of term loan fee	(80)
Payment of deferred offering fees	(2,489)
Members' distributions	(24,200)	(24,750)
Net cash used in financing activities	(14,769)	(24,750)
Net increase in cash and cash equivalents	14,696	1,947
Cash and cash equivalents-Beginning	14,097	6,544
Cash and cash equivalents-Ending	28,793	8,491
Cash paid for:
Income taxes	$ 300	1,226
Non-cash financing activities:
Preferred members' interest accretion		$ 4,058

Summary of Operations and Significant Accounting Policies

9 Months Ended

Sep. 30, 2012

Summary of Operations and Significant Accounting Policies

Summary of Operations and Significant Accounting Policies

(1) Summary of Operations and Significant Accounting Policies

Summary of Operations

Shutterstock Images LLC (the "Company" or "Shutterstock") was organized as a New York limited liability company on January 16, 2007. The Company operates an industry-leading global marketplace for commercial digital imagery. Commercial digital imagery consists of licensed photographs, illustrations and videos that companies use in their visual communication, such as websites, digital and print marketing materials, corporate communications, books, publications and video content. The Company licenses commercial digital content to its customers. Contributors upload their digital content to the Company's website in exchange for a royalty payment based on customer download activity. The Company maintains a primary office location in New York City.

Principles of Consolidation

The consolidated financial statements reflect the operations of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Unaudited Interim Financial Statements

The interim consolidated balance sheet as of September 30, 2012 and the consolidated statements of operations and cash flows for the three and nine months ended September 30, 2012 and 2011 are unaudited. The unaudited interim financial statements have been prepared on a basis consistent with the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company's financial position as of September 30, 2012 and its results of consolidated operations and cash flows for the nine months ended September 30, 2012 and 2011. The financial data and the other financial information disclosed in these notes to the financial statements related to these periods are also unaudited. The results of operations for the three and nine months ended September 30, 2012 are not necessarily indicative of the results to be expected for the year ending December 31, 2012 or for any other future annual or interim period.

There have been no changes in the significant accounting policies from those that were disclosed in the audited Consolidated Financial Statements for the year ended December 31, 2011 included in the prospectus, dated October 10, 2012, filed pursuant to Rule 424(b) under the Securities Act of 1933, with the Securities and Exchange Commission. These financial statements should also be read in conjunction with those same audited Consolidated Financial Statements and Notes thereto for the year ended December 31, 2011. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. The consolidated balance sheet as of December 31, 2011 included herein was derived from the audited financial statements as of that date, but does not include all disclosures required by GAAP.

Reorganization

In May 2012, in connection with the filing of a registration statement for the Company's initial public offering (the "IPO"), the Company formed Shutterstock, Inc., a Delaware corporation, as a wholly-owned subsidiary of the Company. On October 5, 2012, the Company reorganized, by way of a merger of the LLC with and into Shutterstock, Inc., with Shutterstock, Inc. surviving in the merger (the "Reorganization"). See Note 15, Subsequent Events, for further information. In the Reorganization, the membership interests in the LLC were exchanged for shares of common stock of Shutterstock, Inc. and the outstanding value appreciation rights of the LLC were exchanged for options to purchase shares of common stock of Shutterstock, Inc.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company's management to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the period. The Company evaluates its significant estimates on an ongoing basis, including, but not limited to goodwill, intangibles, equity-based compensation, income tax provisions and for certain non-income tax accruals. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

Revenue Recognition

All revenue, net of refunds, is generated from the license of digital content through subscription or usage based plans. The Company's four plans are: subscription plans, On Demand plans, Pay As You Go plans, which were introduced in July 2011, and credit pack plans. The Company recognizes revenue when the following four basic criteria are met: there is persuasive evidence of an arrangement, performance or delivery of services has occurred, the sales price is fixed or determinable, and collectability is reasonably assured. The Company considers persuasive evidence of an arrangement to be an electronic order form, or a signed contract, which contains the fixed pricing terms. Performance or delivery is considered to have occurred upon either the ratable passage of time over the contract period, a usage basis or upon the expiration of a contract period for which there are unused downloads or credits. Collectability is reasonably assured since most of the Company's customers purchase products by making electronic payments at the time of a transaction with a credit card. The Company establishes a chargeback allowance based on factors surrounding historical credit card chargeback trends and other information. As of September 30, 2012 and December 31, 2011, the Company has recorded a chargeback allowance of $70 and $70, respectively, which is included in other liabilities. Collectability is assessed for customers who pay on credit based on a credit evaluation for new customers and transaction history with existing customers. Any cash received in advance of revenue recognition is recorded as deferred revenue.

Subscription plans range in length from thirty days to one year. Subscription plan revenues are recognized on a straight-line basis using a daily convention method over the plan term. On Demand plans are for a one-year term and permit the customer to download up to a fixed number of images or video footage clips. On Demand revenues are recognized at the time the customer downloads the digital content on a per unit basis. Revenue related to unused digital content, if any, is recognized in full at the end of the plan term. Pay As You Go plans provide for individual image downloads. The Company recognizes revenue as the customer downloads images. Credit-pack plans are generally for a one-year term and enable the customer to purchase a fixed number of credits which can then be utilized to pay for downloaded digital content. The number of credits utilized for each download depends on the digital content size and format. Credit-pack revenues are recognized based on customer usage on a per credit basis as digital content is downloaded. Revenue related to unused credits, if any, is recognized in full at the end of the plan term. Most plans automatically renew at the end of the plan term unless the customer elects not to renew. The Company recognizes revenues from its four types of plans on a gross basis in accordance with the authoritative guidance on principal-agent considerations as the Company is the primary obligor in the arrangement, has latitude in establishing the product's price, performs a detailed review of the digital content before accepting it to its library to ensure it is of high quality before it may be purchased by our customers, can reject a contributor's images in its sole discretion, and has credit risk.

Customers typically pay in advance (or upon commencement of the term) via credit card, wire or check. Fees paid or invoiced in advance are deferred and recognized as described above. Customers that do not pay in advance are invoiced and are required to make payment under standard credit terms. The Company does not generally offer refunds or the right of return to customers. There are situations in which a customer may receive a refund which is determined on a case-by-case basis.

The Company also licenses digital content to customers through third party resellers. The Company contracts with third party resellers around the world to access markets where the Company does not have a significant presence. Third party resellers sell the Company's products directly to end-user customers and remit a fixed amount to the Company based on the type of plan sold. The terms of the reseller program indicate that the third party reseller is the primary obligor to the end-user customer and bears the risks and rewards as principal in the transaction. In assessing whether the Company's revenue should be reported on a gross or net basis with respect to our reseller program, the Company followed the authoritative guidance in ASC 605-45 Principal Agent Considerations. The Company recognizes revenue on a net basis in accordance with the type of plan sold, consistent with the plan descriptions above. The Company generally does not offer refunds or the right of return to resellers.

Equity-Based Compensation

The Company measures and recognizes equity-based compensation expense for all equity-based payment awards made to employees based on estimated fair values. The value portion of the award that is ultimately expected to vest is recognized as expense over the requisite service period. For awards with a change of control condition, an evaluation is made at the grant date and future periods as to the likelihood of the condition being met. Compensation expense is adjusted in future periods for subsequent changes in the expected outcome of the change of control conditions until the vesting date. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

The Company uses the Black-Scholes option-pricing model to determine the fair value of the Value Appreciation Rights Plan ("VAR Plan") awards which is discussed further in Note 10, Valuation Appreciation Rights Plan. The determination of the grant date fair value of the VAR Plan awards using an option-pricing model requires judgment and is affected by the Company's estimated fair value of its common ownership interests as well as assumptions regarding a number of other complex and subjective variables. These variables include the Company's fair value of the common ownership interest, the expected unit price volatility over the expected term of the awards, awards' exercise and cancellation behaviors, risk-free interest rates, and expected dividends, which are estimated as follows:

· Fair Value of Common Membership Unit. The Company's fair value of common ownership interest is estimated internally and approved by the Board of Managers ("BOM") because the Company is not publicly traded. The Company's intention upon granting VAR Plan awards is for the granted award to have exercisable price per unit that is not less than the per unit fair value of the Company's common equity on the date of grant. The valuations of the Company's common equity unit were prepared in accordance with the American Institute of Certified Public Accountants Statement on Standards for Valuation Services 1: Valuation of a Business, Business Ownership Interest, Security, or Intangible Asset. The assumptions used in the valuation model are based on future expectations combined with the Company's judgment. In the absence of a public trading market, the Company exercised significant judgment and considered numerous objective and subjective factors to determine the fair value of the common equity unit as of the date of each VAR Plan award grant. Some but not all of these factors included operating and financial performance, current business conditions and projections, the hiring of key personnel, the Company's history and introduction of new functionality and services, the Company's stage of development, the likelihood of achieving a liquidity event for the common ownership interests, any adjustment necessary to recognize a lack of marketability for our common ownership interests, the market performance of comparable publicly traded companies, and U.S. and global capital market conditions. The Company also obtains independent third party valuations on a periodic basis.

· Expected Term. The expected term was estimated using the simplified method allowed under Securities and Exchange Commission ("SEC") guidance.

· Volatility. As the Company does not have a trading history for its common ownership interest, the expected price volatility for the common ownership interest was estimated by taking the average historic price volatility for industry peers based on daily price observations over a period equivalent to the expected term of the VAR Plan awards. Industry peers consist of several public companies similar in size, stage of life cycle and financial leverage. The Company did not rely on implied volatilities of traded options in the industry peers' common stock because the volume of activity was relatively low. The Company intends to continue to consistently apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of the Company's own common ownership interest price becomes available, or unless circumstances change such that the identified companies are no longer similar to the Company, in which case, more suitable companies whose share prices are publicly available would be utilized in the calculation.

· Risk-free Interest Rate. The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected term of the VAR Plan awards for each award group.

· Dividend Yield. The Company has historically paid cash dividends or distributions to its members. Once the Company completes the proposed IPO, it does not intend to pay cash dividends or distributions in the foreseeable future. As a result, the Company used an expected dividend yield of zero.

If any of the assumptions used in the Black-Scholes model changes significantly, the VAR Plan fair value for future awards may differ materially compared with the awards granted previously. The VAR Plan awards are subject to a time-based vesting requirement, with the majority vesting over four years, and a condition that a change of control occur for a payment to trigger with respect to the VAR Plan awards. As of September 30, 2012 and December 31, 2011, no equity-based compensation expense had been recognized because the qualifying events had not occurred. In the period in which the IPO is completed, the Company will begin recording share-based compensation expense using the accelerated attribution method, net of forfeitures, based on the grant date fair value of the VAR Plan awards. On October 16, 2012, the Company completed its IPO. See Note 15, Subsequent Events, for further information.

For any equity-based awards that qualify for liability classification, the Company has elected to use the intrinsic value method to value the common membership interest in accordance with authoritative guidance on stock compensation. See Note 12, Common Member Ownership Subject to Put Feature, for further information.

In connection with the Company's Reorganization, the Company's membership interests were exchanged for shares of common stock of Shutterstock, Inc. and the Company's outstanding VAR Plan awards were exchanged for options to purchase shares of common stock of Shutterstock, Inc. See Note 15, Subsequent Events, for further information.

Income Taxes

For all periods presented, the Company filed its income tax returns as a limited liability company and is taxed as a partnership for federal and state income tax purposes. The Company recognized no federal and state income taxes, as the members of the LLC, and not the Company itself, are subject to income tax on their allocated share of the Company's earnings. However, the Company was subject to taxation on allocable portions of its net income or other taxes based on various methodologies employed by the taxing authorities in certain localities. The Company generally made monthly distributions to its members under the terms of the LLC's operating agreement, subject to the Company's operating cash needs.

The Company accounts for unrecognized tax benefits using a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. The Company records an income tax liability, if any, for the difference between the benefit recognized and measured and the tax position taken or expected to be taken on the Company's tax returns. To the extent that the assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. The reserves are adjusted in light of changing facts and circumstances, such as the outcome of a tax audit or lapses in statutes of limitations. Any reserve for uncertain tax provisions are included in the income tax provision. Penalties and interest, if any, on uncertain tax positions are included in income tax expense. The Company currently has an unrecognized tax benefit of approximately $650 for uncertain tax positions related to tax positions taken in prior years, a portion of which relates to tax refund claims. To the extent these unrecognized tax benefits are ultimately recognized, the Company's effective tax rate will be impacted in a future period.

The Company is subject to requirements for non-income taxes, including payroll, value-added and sales-based taxes. Where appropriate, the Company has made accruals for these matters, which are reflected in the Company's consolidated financial statements.

The Company reorganized from a limited liability company to a Delaware corporation on October 5, 2012. See Note 15, Subsequent Events, for further information.

Net Income Per Share

Basic income per share is computed by dividing the net income attributable to common members by the weighted average number of common shares outstanding during the period. The Company applies the two-class method for calculating and presenting income per share. Under the two-class method, net income is allocated between shares of common stock and other participating securities based on their contractual participating rights to share in the earnings as if all of the earnings for the period have been distributed. Participating securities are defined as securities that participate in dividends with common stock according to a pre-determined formula or a contractual obligation to share in the income of the entity. Any potential issuance of common shares, including those that are contingent and do not participate in dividends, are excluded from weighted average number of common shares outstanding. Undistributed net income (loss) for a given period is apportioned to participating members based on the weighted-average number of each class of securities outstanding during the applicable period as a percentage of the combined weighted-average number of these securities outstanding during the period. Income available to common members is computed by deducting dividends paid to preferred members, accretion to redemption value on preferred members shares, less income allocated to participating preferred securities. See Note 13, Permanent and Non-Permanent Members' Equity, for further discussion.

Diluted income per share is computed by dividing the net income available to common members adjusted for any changes in income that would result from the assumed conversion of the potential common shares by the weighted average common shares outstanding and all potential common shares, if they are dilutive.

Reclassification

The consolidated statement of cash flows for the nine months ended September 30, 2012 reflects a reclassification for the payment of offering costs of approximately $1,200 during the six month period ended June 30, 2012 from cash provided by operating activities to cash used in financing activities.

Recently Issued Accounting Standard Updates

In July 2012, the Financial Accounting Standards Board ("FASB") issued a new accounting standard that simplifies the impairment test for indefinite-lived intangible assets other than goodwill. The new guidance gives the option to first assess qualitative factors to determine if it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative valuation test. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning on or after September 15, 2012. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements.

Information About Revenue By Geographic Areas

9 Months Ended

Sep. 30, 2012

Information About Revenue By Geographic Areas

Information About Revenue By Geographic Areas

(2) Information About Revenue By Geographic Areas

The following represents our geographic revenue based on customer location:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011

North America	$	15,211	$	10,407	$	42,841	$	28,603
Europe	14,985		12,194		44,553		34,457
Rest of the world	12,064		8,555		33,065		22,483
Total revenue	$	42,260	$	31,156	$	120,459	$	85,543

Included in North America is the United States which comprises 31% and 30% of total revenue for three months ended September 30, 2012 and 2011 and 32% and 30% of total revenue for the nine months ended September 30, 2012 and 2011, respectively. No other country accounts for more than 10% of the Company's revenue in any period. All long-lived assets are located in North America.

- 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/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=6534315&loc=d3e8981-108599

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-Name Accounting Standards Codification
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-Name Statement of Financial Accounting Standard (FAS)
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2012

Goodwill and Intangible Assets

Goodwill and Intangible Assets

(3) Goodwill and Intangible Assets

The Company's goodwill balance is attributable to its Bigstockphoto, Inc. ("Bigstock") reporting unit and is tested for impairment at least annually on October 1 or upon a triggering event. There have been no changes in the carrying amount of goodwill through September 30, 2012.

Intangible assets consist of the following as of September 30, 2012 and December 31, 2011:

	As of September 30, 2012
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(unaudited)
Amortizing intangible assets:
Customer relationship	$	600	$	(448	)	$	152
Trade name	400		(83		)	317
Contributor content	450		(91		)	359
Non-compete agreement	100		(100		)	-
Domain name	35		(2		)	33
Patents	193		(9		)	184
Total	$	1,778	$	(733	)	$	1,045

	As of December 31, 2011
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Amortizing intangible assets:
Customer relationship	$	600	$	(338	)	$	262
Trade name	400		(64		)	336
Contributor content	450		(68		)	382
Non-compete agreement	100		(75		)	25
Domain name	25		(1		)	24
Total	$	1,575	$	(546	)	$	1,029

On March 21, 2012, the Company acquired patents for $193, which will be amortized over sixteen to nineteen years. The patents were put into service in April 2012. Amortization expense was $63, $187, $61, and $183 for the three and nine months ended September 30, 2012 and 2011, respectively. The Company also determined that there was no indication of impairment for the intangible assets for all periods presented. Estimated amortization expense for the next five years is: $56 for the remaining three months of 2012, $188 in 2013, $74 in 2014, $74 in 2015, $74 in 2016 and $579 thereafter.

Based on a combination of factors that occurred in the second quarter of 2012 within the Company's Bigstock reporting unit, primarily a change in financial projections and business strategy including the re-allocation of certain technology-related personnel to a different reporting unit and a shift in marketing strategy, management concluded that a triggering event had occurred indicating potential impairment in the Bigstock reporting unit, and accordingly performed a step 1 impairment test based on ASC 350, Intangibles-Goodwill and Other. The Company estimated the fair value of the reporting unit using a discounted cash flow projection (also referred to as the income approach). The income approach uses a reporting unit's projection of estimated future operating results and cash flows discounted to a net present value. The Company's significant assumptions utilized in the income approach included estimated weighted-average cost of capital from a market participant point of view, projected revenues and operating expenditures which take into account expected operating margin efficiencies gained through cost reduction strategies, projected capital expenditures, and projected working capital changes. The projections are based on management's best estimates of economic and market conditions over the projected period. The Company bases its fair value estimates on assumptions it believes to be reasonable, but which are unpredictable and inherently uncertain. Future changes to the projected financial information or other significant assumptions including the weighted-average cost of capital could have a negative result on the Bigstock reporting unit's fair value. As a result of performing the step 1 test for goodwill impairment in the second quarter of 2012, management concluded that the fair value of the Bigstock reporting unit exceeded the carrying value. Therefore, there was no requirement to perform step 2 of the analysis and it was concluded that there is no impairment of goodwill for the Bigstock reporting unit. Long-lived assets held in the Bigstock reporting unit were also tested for recoverability and no impairment was identified.

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

+ References + Details

Property and Equipment

9 Months Ended

Sep. 30, 2012

Property and Equipment

Property and Equipment

(4) Property and Equipment

Property and equipment is summarized as follows:

	September 30, 2012			December 31, 2011
Computer equipment and software	$	8,451		$	5,537
Furniture and fixtures	778			522
Leasehold improvements	484			395
Property and equipment	9,713			6,454
Less accumulated depreciation	(4,311		)	(2,610		)
Properly and equipment, net	$	5,402		$	3,844

Depreciation expense amounted to $665, $1,701, $349, and $665 for the three and nine months ended September 30, 2012 and 2011, respectively. Depreciation expense is included in cost of revenue and general and administrative expense based on the nature of the asset.

- Definition

The entire disclosure for long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software. This disclosure may include property plant and equipment accounting policies and methodology, a schedule of property, plant and equipment gross, additions, deletions, transfers and other changes, depreciation, depletion and amortization expense, net, accumulated depreciation, depletion and amortization expense and useful lives, income statement disclosures, assets held for sale and public utility disclosures.

+ References + Details

Accrued Expenses

9 Months Ended

Sep. 30, 2012

Accrued Expenses

Accrued Expenses

(5) Accrued Expenses

Accrued expenses consisted of the following:

	September 30, 2012		December 31, 2011
Royalty tax withholdings	$	4,604	$	4,126
Professional fees	1,650		1,332
Non-income taxes	2,226		1,742
Accrued compensation	2,631		2,391
Accrued marketing	972		183
Other accrued expenses	1,645		1,101
Total accrued expenses	$	13,728	$	10,875

Income Taxes

9 Months Ended

Sep. 30, 2012

Income Taxes

Income Taxes

(6) Income Taxes

The Company's effective tax rates for the three month periods ended September 30, 2012 and 2011 are 1.6% and 4.3% and for the nine month periods ended September 30, 2012 and 2011 are 2.0% and 4.3%, respectively. They differ from the statutory tax rate due primarily to timing differences related to non-cash based compensation and deferred revenue.

- 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

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(h))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32559-109319

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32718-109319

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32639-109319

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32537-109319

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 136, 172
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph h
-Article 4

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 109
-Paragraph 43, 44, 45, 46, 47, 48, 49
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Term Loan Facility

9 Months Ended

Sep. 30, 2012

Term Loan Facility

Term Loan Facility

(7) Term Loan Facility

On September 21, 2012, the Company entered into a Loan and Security Agreement with Silicon Valley Bank providing for a $12,000 term loan facility, which the Company refers to as the term loan facility. The Company will use the net proceeds from the term loan facility for working capital and general business purposes. The term loan facility provides for a term loan of $12,000 and matures on the earlier of (i) September 21, 2013 and (ii) the date on which such facility is accelerated following the occurrence of an event of default. The term loan facility provides for interest on the term loan, at the Company's option, at the prime rate as published in the Wall Street Journal minus 0.75%, or a LIBOR-based rate plus a margin of 2.00%. The Company selected the one-month LIBOR-based rate and can select a new interest rate option after the one-month rate expires on October 21, 2012. See Note 15, Subsequent Events, for further information.

The term loan facility includes financial covenants of a minimum EBITDA determined quarterly, measured on a trailing 12 month basis and a minimum liquidity requirement. The term loan also includes customary negative and affirmative covenants including, among others, limitations on the Company's ability to: (i) incur additional debt; (ii) create liens; (iii) make certain investments, loans and advances; (iv) sell assets; (v) pay dividends or make distributions or other restricted payments; (vi) engage in mergers or consolidations (other than the Reorganization); or (vii) change its business.

Amounts under the term loan facility may become due upon certain events of default including, among others, failure to comply with the term loan facility's covenants, bankruptcy, default on certain other indebtedness or a change in control. The default rate under the term loan facility is an additional 2.00% per annum over the otherwise applicable rate. All obligations under the term loan facility are secured by substantially all of the Company's assets, other than its intellectual property.

At September 30, 2012, the Company was in compliance with the financial covenants and other covenants applicable to it under the term loan facility and the outstanding term loan facility balance was $12,000. At September 30, 2012, the Company recorded accrued interest in the amount of $5, which is included in accrued expenses at September 30, 2012.

The Company capitalizes costs directly associated with acquiring third party financing. Deferred financing costs are included in prepaid expenses and other current assets and are amortized on a straight-line basis as interest expense over the term of the related indebtedness. In cases where amounts borrowed are paid in advance, financing costs related to the amount borrowed are accelerated. As of September 30, 2012 and December 31, 2011, deferred financing costs, net of accumulated amortization were $159 and $0, respectively.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2012

Commitments and Contingencies.

Commitments and Contingencies

(8) Commitments and Contingencies

The Company leases facilities under agreements accounted for as operating leases. Rental expense for operating leases for the three and nine months ended September 30, 2012 and 2011 was approximately $430, $850, $420, and $862, respectively. Some leases have defined escalating rent provisions, which are expensed over the term of the related lease on a straight-line basis commencing with the date of possession. Any rent allowance or abatement is netted in this calculation. All leases require payment of real estate tax and operating expense increases.

Capital Expenditures

As a result of expanding server hosting facilities to accommodate increased business, the Company spent approximately $415, $2,505, $585 and $1,432 for servers and related hardware for the three and nine months ended September 30, 2012 and 2011, respectively, which is included in "Assets-Property and equipment, net" on the balance sheet. As of September 30, 2012 and December 31, 2011, the Company had committed to purchase approximately $0 and $900, respectively, in data server equipment.

Unconditional Purchase Obligations

As of September 30, 2012 and December 31, 2011, the Company had unconditional purchase obligations in the amount of $2,353 and $1,224, which consisted primarily of contracts related to infrastructure services and contractual commitments for marketing services. As of December 31, 2011, the Company's unconditional purchase obligations for the years ending December 31, 2012 and 2013 are $852 and $372, respectively. As of September30, 2012, the Company's unconditional purchase obligations for the remainder of 2012 and for year ending December 31, 2013 are $560 and $1,793, respectively.

Legal Matters

From time to time, the Company may become party to litigation in the ordinary course of business. 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's reserves may change 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 reserves related to such litigation, and no active litigation matters. In addition, the Company receives, from time to time, inquiries related to potential intellectual property infringement matters. To date, the outcome of these inquiries has not had a material impact on the Company's operations or financial results.

Indemnifications

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 Company's intellectual property warranties for damages to the customer directly attributable to the Company's breach. The Company is not liable for any damages, costs, or losses arising solely as a result of the modifications to Company content made by the customer. The standard maximum aggregate obligation and liability to any one customer for all claims is limited to $10. The Company offers certain of its customers greater levels of indemnification, including unlimited indemnification. As of September 30, 2012 and December 31, 2011, the Company has recorded no liabilities related to indemnification obligations in accordance with the authoritative guidance for loss contingencies. Additionally, the Company believes that it has the appropriate insurance coverage in place to adequately cover such indemnification obligations, if necessary.

Employment Agreements

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

- Definition

The entire disclosure for commitments and contingencies.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 20
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6449706&loc=d3e16207-108621

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 460
-SubTopic 10
-Section 50
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-URI http://asc.fasb.org/extlink&oid=6398077&loc=d3e12565-110249

Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 450
-SubTopic 20
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6952336&loc=d3e14435-108349

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.25)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 440
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6394976&loc=d3e25287-109308

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Interpretation (FIN)
-Number 14
-Paragraph 3
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 5
-Paragraph 9, 10, 11, 12
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Employee Benefit Plans

9 Months Ended

Sep. 30, 2012

Employee Benefit Plans

Employee Benefit Plans

(9) Employee Benefit Plans

The Company has a a 401(k) defined contribution plan ("401(k) Plan") and provides for annual discretionary employer matching contributions not to exceed 3% of employees' compensation per year. Matching contributions also are fully vested and non-forfeitable at all times.

The Company recorded employer matching contributions of $129 and $77 for the three months ended September 30, 2012 and 2011, respectively, and $398 and $211 for the nine months ended September 30, 2012 and 2011, respectively.

- Definition

The entire disclosure for pension and other postretirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 715
-URI http://asc.fasb.org/topic&trid=2235017

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Implementation Guide (Q and A)
-Number FAS88
-Paragraph 63
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 106
-Paragraph 518
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 03-2
-Paragraph 8
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 87
-Paragraph 264
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph q
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
-Paragraph 5
-Subparagraph h
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 10: http://www.xbrl.org/2003/role/presentationRef
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-Name Statement of Financial Accounting Standard (FAS)
-Number 132R
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 158
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name FASB Staff Position (FSP)
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-Paragraph 20, 21, 22
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Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 30
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-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Value Appreciation Rights Plan

9 Months Ended

Sep. 30, 2012

Value Appreciation Rights Plan

Value Appreciation Rights Plan

(10) Value Appreciation Rights Plan

From June 7, 2007 through October 5, 2012, the Company was organized as a limited liability company. Beginning in 2011, the Company granted equity awards similar to options under its Value Appreciation Rights Plan ("VAR Plan"). Such VAR Plan awards have an exercise price, a vesting period and an expiration date, in addition to other terms similar to typical equity option grant terms. For the convenience of communicating the issuance of VAR Plan awards to employees, the BOM designated a total of 3,000,000 notional units for the VAR Plan to represent 10% of the Company's overall interest. The VAR Plan awards are subject to a time-based vesting requirement and a condition that a change of control occur for a payment to trigger with respect to the VAR Plan awards. Payment can occur in the form of cash, units or other securities at the discretion of the BOM and will be equal to the appreciation in value over the participant's grant date price. The determination of the type of payment is subject to the discretion of the Company and not the holder. Additionally, the Company has never settled any VAR units with cash. As a result, the VAR units are accounted for as equity awards. Given the change-of-control condition, there was no equity based compensation charge recorded for the three and nine months ended September 30, 2012 and 2011. In connection with the Reorganization, the VAR Plan awards were exchanged for options to purchase shares of common stock of Shutterstock, Inc. with only a time-based vesting requirement, which were granted pursuant to the Company's 2012 Omnibus Equity Incentive Plan. See Note 15, Subsequent Events, for further information.

The Company's VAR Plan awards were made in the form of notional units. The following is a summary of the Company's VAR Plan notional units and weighted average exercise price per notional unit:

	VAR Plan Units		Weighted Average Exercise Price
Units outstanding at December 31, 2011	1,344,500		$	15.10
Units granted	364,250		18.36
Units exercised	-		-
Units cancelled or forfeited	(47,031	)	15.81
Units outstanding at September 30, 2012	1,661,719		$	15.79

As of September 30, 2012 and December 31, 2011, no VAR Plan notional units were exercised or exercisable as no qualifying event had occurred. The intrinsic value of the total VAR Plan notional units outstanding at September 30, 2012 and December 31, 2011 and was approximately $7,560 and $2,100, respectively. No VAR Plan notional units were expired as of September 30, 2012. The following is a status summary of the Company's non-vested VAR Plan notional units for the nine months ended September 30, 2012 and for the year ended December 31, 2011:

	VAR Plan Units		Weighted Average Grant Date Fair Value
Unvested units at December 31, 2011	1,344,500		$	5.48
Units granted	364,250		8.16
Units vested	(273,600	)	4.94
Units cancelled or forfeited	(47,031	)	6.17
Unvested units at September 30, 2012	1,388,119		$	6.27

In connection with the Reorganization, the VAR Plan awards were exchanged for options to purchase shares of common stock having the same time-based vesting schedules, which range from one to six years. See Note 15, Subsequent Events, for further information.

The following approximates the assumptions used in the fair value calculation for the three and nine months ended September 30, 2012:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2012	2011	2012	2011
Expected term (in years)	6.3	6.0-6.7	5.2-6.3	6.0-6.7
Volatility	49%	46%-47%	49%	46%-47%
Risk-free interest rate	1.6%	1.5%-3.0%	1.1%-1.6%	1.5%-2.4%
Dividend yield	0%	0%	0%	0%

The unrecognized compensation charge at September 30, 2012 is approximately $9,850 of which $2,440 represents the unrecognized charge for vested shares at September 30, 2012. The unrecognized charge for vested shares will be recognized upon the Company's Reorganization.

The Company's Reorganization was effective as of October 5, 2012. See Note 15, Subsequent Events, for further information.

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 50
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25284-112666

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 718
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 14

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 123R
-Paragraph 64, 65, A240
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Statement of Position (SOP)
-Number 93-6
-Paragraph 53
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Common Member Ownership Awards

9 Months Ended

Sep. 30, 2012

Common Member Ownership Awards

Common Member Ownership Awards

(11) Common Member Ownership Awards

On November 1, 2007, the Company entered into a Profits Interest Grant and Repurchase Agreement (a "Profits Interest Agreement") with an employee of the Company whereby the employee received a 0.4% membership interest in the Company in consideration of future services to be rendered over a forty-eight month period starting on January 1, 2008. The Profits Interest Agreement terms stipulate that the executive shall have no rights to allocations or distributions relating to the Company's operating profits. Only upon a Liquidation of the Company, as defined in the Company's operating agreement, shall the executive be entitled to operating profits of the Company. The award was determined to meet the characteristics of an equity based award and will be measured at fair value on the grant date. Based on the evaluation of the change of control condition, the Company has recorded no compensation charge to date for this award and will record a compensation charge based on fair value at the grant date when it is probable that the change of control condition will be achieved. The unrecognized compensation charge at September 30, 2012 and December 31, 2011 is $509.

In connection with the Reorganization, this membership interest in the LLC was exchanged for shares of common stock of Shutterstock, Inc., which do not contain a liquidation condition. See Note 15, Subsequent Events, for further information.

Common Member Ownership Subject to Put Feature

9 Months Ended

Sep. 30, 2012

Common Member Ownership Subject to Put Feature

Common Member Ownership Subject to Put Feature

(12) Common Member Ownership Subject to Put Feature

On August 17, 2010, the Company entered into a Profits Interest Agreement with an executive whereby the Company issued a membership interest in the Company in consideration of future services to be rendered. The Profits Interest Agreement terms stipulate that the executive shall have no rights to allocations or distributions relating to the Company's operating profits. Only upon a Liquidation of the Company, as defined in the Company's operating agreement, shall the executive be entitled to operating profits of the Company. The Profits Interest Agreement was effective as of April 5, 2010 and entitles the executive to an aggregate amount of 4% of any liquidation of the Company's in excess of $300,000. The Profit Interest Grant vests over a six year period. The Profits Interest Agreement also contains a put feature whereby the executive has the option to put back to the Company up to 10% annually of any vested portion of the membership interest at the fair value on the date the executive would sell the vested interest back to the Company. Since the put feature does not subject the executive to the typical risks of stock ownership, the membership interest is classified as a liability and recorded utilizing the intrinsic method. The Company's process for determining the fair value of the awards includes consideration of third party valuation reports and the fair value determined served as the basis for calculating the compensation charge. The Company recorded compensation charge of $670 and $599 for the three months ended September 30, 2012 and 2011, respectively, and $2,827 and $1,390 for the nine months ended September 30, 2012 and 2011, respectively, which is included in other non-current liabilities as of September 30, 2012 and December 31, 2011, respectively. This liability will be re-measured each future reporting period until a Liquidation occurs. Additionally, upon the occurrence of a Change in Control or Qualified Public Offering, as defined in the Company's operating agreement, 50% of any unvested portion at that date will vest immediately, while the remaining portion will continue to vest over the remaining vesting period through April 5, 2016. The unrecognized compensation charge for the unvested portion of this membership interest at September 30, 2012 is $7,253, which reflects the current valuation of the award.

In connection with the Reorganization, the vested portion of this membership interest in the LLC was exchanged for shares of common stock of Shutterstock, Inc. and the unvested portion of this membership interest was exchanged for shares of restricted stock, neither of which contains a liquidation condition. In addition, on October 10, 2012, the Company's registration statement on Form S-1 (File No. 333-181376) for its IPO (the "Registration Statement") was declared effective, which constituted a Qualified Public Offering as defined in the Company's operating agreement. See Note 15, Subsequent Events, for further information.

Permanent and Non-Permanent Members' Equity

9 Months Ended

Sep. 30, 2012

Permanent and Non-Permanent Members' Equity

Permanent and Non-Permanent Members' Equity

(13) Permanent and Non-Permanent Members' Equity

Common Members' Equity

Permanent members' equity consists of common membership interests. Only certain members have voting rights as designated in the Company's Operating Agreement with respect to any action presented for a vote of the Company's members and only certain members are entitled to profit interest distributions from the Company's earnings. Common membership may not be transferred without prior consent from the Company's BOM.

Preferred Members' Equity

On June 6, 2007, the Company's then sole shareholder sold 25% of the common members' equity to outside investors for an aggregate purchase price of $60 million. On February 28, 2008, the outside investors paid a purchase price adjustment in the amount of $1.8 million to the selling member as a result of the Company achieving an EBITDA Target as defined in the purchase agreement. The outside investors had the same rights and terms as common members' equity holders except for a liquidation preference and a put preference. The put preference provides the outside investors with the option to redeem their investment for cash with proper notice to the Company on June 6, 2011 or thereafter. As of September 30, 2012 and December 31, 2011, the outside investors had not exercised this put preference. The Company treated this transaction as an equity modification. As a result, the Company recorded the change in the fair value of the 25% interest immediately prior to and after the modification of the equity interest as a deemed dividend and charged it against common members' deficit on the modification date. The Company accreted the difference between the carrying value of the preferred membership interest and the redemption value by applying the effective interest method. The Company has concluded that the preferred interest possesses characteristics and risks more similar to equity and has classified such instrument outside of permanent equity. Since the preferred members' have the option to redeem their investment for cash with proper notice to the Company on June 6, 2011 or thereafter, the Company recorded the transaction outside of permanent equity. The purchase agreement also provides for the reduction of preferred interests for any distributions paid to the preferred holders. A summary of the Company's preferred members' interest account activity is as follows:

	Balance
Balance as of December 31, 2011	$	33,725
Distributions	(6,050		)
Balance as of September 30, 2012	$	27,675

Distributions to Members

In accordance with the Company's Amended and Restated Limited Liability Company Agreement, as amended, cash distributions to the members are based on their respective percentage interests to the extent cash is available as determined by the board. Distributions are also limited to the extent that liabilities, excluding any owed to the members, exceed fair market value of the Company's assets. Upon a dissolution event of the Company, any assets will be distributed 1) to creditors, including members who are creditors, by payment or provision for payment of the debt and liabilities of the Company and the expenses of the liquidation; 2) to the setup of any reserves that are reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company; 3) to the preferred members until they have received distributions which, when aggregated with all prior distributions made to them equal their liquidation preference; 4) to Pixel Holdings Inc. which is the Company's majority member, until such time that it has received distributions equal to the liquidation preference paid to the preferred members; 5) 75% to the common member with 8.5% membership interest, and 25% to the preferred members, until the aggregate amount of the distributions made to the 8.5% membership interest holder equals the product of $120,000 multiplied by their vested percentage; and 6) finally to the members in proportion to their percentage interests. During the nine months ended September 30, 2012, the Company made $24,200 in cash distributions to preferred and common members.

On October 4, 2012, prior to the Reorganization, the Company made a final distribution in the amount of $11,800 to its members. See Note 15, Subsequent Events, for further information.

Related Parties

9 Months Ended

Sep. 30, 2012

Related Parties

Related Parties

(14) Related Parties

From time to time, customers will send payment for purchased subscriptions to Pixel Holdings Inc., which is wholly owned by the Company's majority interest holder. The Company recognizes revenue in accordance with its revenue recognition policy and collects the receivable from Pixel Holdings Inc. As of September 30, 2012 and December 31, 2011, uncollected payments were $0 and $168, respectively, and are included in due from member.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39622-107864

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39678-107864

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(k))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Paragraph b
-Article 3A

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph k
-Article 4

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 57
-Paragraph 1-4
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Subsequent Events

9 Months Ended

Sep. 30, 2012

Subsequent Events

Subsequent Events

(15) Subsequent Events

On October 5, 2012, the Company reorganized from Shutterstock Images LLC, a New York limited liability company, or the LLC, to Shutterstock, Inc., a Delaware corporation, by way of a merger of the LLC with and into Shutterstock, Inc., which prior to the Reorganization was a wholly-owned subsidiary of the LLC. In connection with this Reorganization, the preferred and common membership interests in the LLC, including any interests that vested upon the Reorganization, were exchanged for an aggregate of 28,338,281 shares of Shutterstock, Inc. common stock. On October 4, 2012, the LLC made a final distribution in the amount of $11,800 to its members.

As a result of the Reorganization, the Company calculated net income available to common members on a per share basis. The following table sets forth this computation for the three most recent year end periods that were presented in the Company's registration statement on Form S-1 (File No. 333-181376) and the Company's final prospectus filed pursuant to Rule 424(b) which did not include the following historical per share data:

	Year Ended December 31,
	2011			2010			2009
Numerator
Net income	$	21,864		$	18,938		$	18,842
Less:
Preferred interest distributions	7,144			6,755			5,431
Preferred interest discount accretion	4,058			7,068			6,804
Undistributed loss to participating member	(2,692		)	(3,659		)	(2,242		)
Net income available to common members	$	13,354		$	8,774		$	8,849

Denominator
Weighted average common shares outstanding-basic	20,849,242			20,770,041			20,117,701
Dilution effect of contingently issuable shares	-			-			-
Weighted average common shares outstanding-diluted	20,849,242			20,770,041			20,117,701

Net income per basic share available to common members:
Distributed	$	1.03		$	0.92		$	0.75
Undistributed	$	(0.39	)	$	(0.50	)	$	(0.31	)
Basic	$	0.64		$	0.42		$	0.44

Net income per diluted share available to common members:
Distributed	$	1.03		$	0.92		$	0.75
Undistributed	$	(0.39	)	$	(0.50	)	$	(0.31	)
Diluted	$	0.64		$	0.42		$	0.44

The VAR Plan awards that were granted and outstanding as of the Reorganization date were exchanged for options to purchase an aggregate of 1,661,719 shares of common stock of Shutterstock, Inc. The options were granted pursuant to the 2012 Omnibus Equity Incentive Plan and have substantially similar exercise prices and vesting terms as the exchanged VAR Plan awards. Unlike the VAR Plan awards, these stock option awards are not subject to a change of control condition. Accordingly, upon consummation of the Reorganization, the Company recognized a non-cash stock-based compensation expense of approximately $2,500, net of estimated forfeitures, in connection with a one-time acceleration charge as a result of the removal of the change of control condition, as discussed in Note 10.

As discussed in Note 12, pursuant to the Reorganization, the vested portion of the profits interest held by Thilo Semmelbauer, the Company's President and Chief Operating Officer, was exchanged for shares of common stock of Shutterstock, Inc. and the unvested portion of Mr. Semmelbauer's profits interest was exchanged for shares of restricted stock having the same vesting terms as the profits interest. Effective as of the Reorganization, the Company entered into a Restricted Stock Agreement with Mr. Semmelbauer governing the terms of his restricted stock. Pursuant to the terms of the Restricted Stock Agreement, 50% of the then-outstanding shares of restricted stock held by Mr. Semmelbauer vested and were released from the Company's right to acquire such shares upon the effectiveness of the Company's Registration Statement on October 10, 2012. The Company recognized a non-cash stock-based compensation expense of approximately $3,600 in connection with a one-time acceleration charge in connection with this accelerated vesting of 50% of the unvested portion of the restricted stock award based on the exchange date fair value, as discussed in Note 12.

The Company also recognized a non-cash stock-based compensation expense of approximately $509 upon consummation of the Reorganization in connection with a one-time acceleration charge in connection with the removal of the change of control condition from the Profits Interest Agreement entered with a Company employee, as discussed in Note 11.

On October 16, 2012, the Company completed its IPO of 5,175,000 shares of common stock, including 675,000 shares sold as a result of the underwriters' exercise of their overallotment option, at a price of $17.00 per share. The IPO resulted in net proceeds to the Company of approximately $81,817 after deducting underwriting discounts and commissions, and before deducting total estimated expenses in connection with the offering of $4,400. The dilutive effect of the Reorganization and completion of the IPO will be reflected in the Company's net income on a per share basis in the fourth quarter of 2012.

The total non-cash stock-based compensation expense the Company expects to recognize is approximately $7,500, $3,400, $3,200, $2,500, $785 and $200 during the fiscal years ending December 31, 2012, 2013, 2014, 2015, 2016 and thereafter, respectively. In future periods, the Company's non-cash stock-based compensation expense is expected to increase as the Company issues additional stock awards to continue to attract and retain employees. See Notes 10, 11, and 12 for further discussion.

On October 10, 2012, the Company's 2012 Omnibus Equity Incentive Plan ("2012 Stock Option Plan") became effective. The 2012 Stock Option Plan provides for the grant of incentive stock options to Company employees, and for the grant of non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares to employees, directors and consultants. The maximum aggregate number of shares that may be issued under the 2012 Stock Option Plan is 6,750,000 shares of common stock. The number of shares available for issuance under the 2012 Stock Option Plan will be increased annually commencing January 1, 2013 by an amount equal to the lesser of 1,500,000 shares of common stock, 3% of the outstanding shares of common stock as of the last day immediately preceding fiscal year, or such other amount as determined by the Company's board of directors. Any awards issued under the 2012 Stock Option Plan that are forfeited by the participant, will become available for future grant under the 2012 Stock Option Plan.

On October 10, 2012, the Company's 2012 Employee Stock Purchase Plan ("2012 ESPP") became effective. The 2012 ESPP provides participating employees with the option to purchase common stock through payroll deductions of up to 15% of eligible compensation and a maximum purchase of 1,000 shares during each offering period. The common stock is purchased at an 85% discounted rate at the lower price of the fair market value of common stock on the first trading day of the offering period or on the last day of the offering period. The offering periods generally start on the first trading day on or after June 1 and December 1 of each year; however, the first such offering period commenced on October 10, 2012, the date the Company's Registration Statement was declared effective. An employee will not be granted rights to purchase common stock if an employee immediately after the grant would own stock possessing 5% or more of the total combined voting power or value of all classes of the Company's capital stock or holds rights to purchase stock under all of the Company's employee stock purchase plans that would accrue at a rate that exceeds $25 worth of stock for each calendar year. The Company has reserved 2,000,000 shares for issuance under the 2012 ESPP. The number of shares available for issuance under the 2012 ESPP provides for an annual increase commencing January 1, 2013 by an amount equal to the lesser of 1,000,000 shares of common stock, 3% of the outstanding shares of our common stock as of the last day immediately preceding fiscal year, or such other amount as determined by the Company's board of directors.

On October 21, 2012, the Company selected the one-month LIBOR-based rate in connection with the reset of its term loan facility. The newly selected interest rate expires on November 21, 2012 at which time the Company can select a new interest rate option.

On October 29, 2012, the Company (in particular, its headquarters located in downtown Manhattan) was impacted by Hurricane Sandy. The storm caused widespread flooding and electricity outages throughout New York City and its surrounding areas. The Company's websites remained fully operational during this time period, as the server infrastructure that operates these websites is located in secure redundant facilities in Massachusetts and Texas. The Company may file business interruption or other damage claims with its insurance providers to recover any potential lost revenues, additional costs or damages associated with the storm. At this time, the Company cannot estimate the range of losses or the amount or timing of any insurance proceeds that could potentially be received but does not believe it will have a material impact on its financial results. This event did not have an impact on the Company's consolidated financial statements for the three and nine months ended September 30, 2012.

Summary of Operations and Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2012

Summary of Operations and Significant Accounting Policies

Principles of Consolidation

Principles of Consolidation

Reorganization

Reorganization

Use of Estimates

Use of Estimates

Revenue Recognition

Revenue Recognition

Equity-Based Compensation

Equity-Based Compensation

· Expected Term. The expected term was estimated using the simplified method allowed under Securities and Exchange Commission ("SEC") guidance.

Income Taxes

Income Taxes

The Company reorganized from a limited liability company to a Delaware corporation on October 5, 2012. See Note 15, Subsequent Events, for further information.

Net Income Per Share

Net Income Per Share

Reclassification

Reclassification

Recently Issued Accounting Standard Updates

Recently Issued Accounting Standard Updates

Information About Revenue By Geographic Areas (Tables)

9 Months Ended

Sep. 30, 2012

Information About Revenue By Geographic Areas

Schedule of geographic revenue based on customer location

	Three Months Ended September 30,				Nine Months Ended September 30,
	2012		2011		2012		2011

North America	$	15,211	$	10,407	$	42,841	$	28,603
Europe	14,985		12,194		44,553		34,457
Rest of the world	12,064		8,555		33,065		22,483
Total revenue	$	42,260	$	31,156	$	120,459	$	85,543

Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2012

Goodwill and Intangible Assets

Schedule of intangible assets

	As of September 30, 2012
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(unaudited)
Amortizing intangible assets:
Customer relationship	$	600	$	(448	)	$	152
Trade name	400		(83		)	317
Contributor content	450		(91		)	359
Non-compete agreement	100		(100		)	-
Domain name	35		(2		)	33
Patents	193		(9		)	184
Total	$	1,778	$	(733	)	$	1,045

	As of December 31, 2011
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Amortizing intangible assets:
Customer relationship	$	600	$	(338	)	$	262
Trade name	400		(64		)	336
Contributor content	450		(68		)	382
Non-compete agreement	100		(75		)	25
Domain name	25		(1		)	24
Total	$	1,575	$	(546	)	$	1,029

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2012

Property and Equipment

Summary of property and equipment

	September 30, 2012			December 31, 2011
Computer equipment and software	$	8,451		$	5,537
Furniture and fixtures	778			522
Leasehold improvements	484			395
Property and equipment	9,713			6,454
Less accumulated depreciation	(4,311		)	(2,610		)
Properly and equipment, net	$	5,402		$	3,844

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2012

Accrued Expenses

Schedule of accrued expenses

	September 30, 2012		December 31, 2011
Royalty tax withholdings	$	4,604	$	4,126
Professional fees	1,650		1,332
Non-income taxes	2,226		1,742
Accrued compensation	2,631		2,391
Accrued marketing	972		183
Other accrued expenses	1,645		1,101
Total accrued expenses	$	13,728	$	10,875

Value Appreciation Rights Plan (Tables)

9 Months Ended

Sep. 30, 2012

Value Appreciation Rights Plan

Summary of the Company's VAR Plan notional units and weighted average exercise price per notional unit

	VAR Plan Units		Weighted Average Exercise Price
Units outstanding at December 31, 2011	1,344,500		$	15.10
Units granted	364,250		18.36
Units exercised	-		-
Units cancelled or forfeited	(47,031	)	15.81
Units outstanding at September 30, 2012	1,661,719		$	15.79

Summary of the Company's non-vested VAR Plan notional units

	VAR Plan Units		Weighted Average Grant Date Fair Value
Unvested units at December 31, 2011	1,344,500		$	5.48
Units granted	364,250		8.16
Units vested	(273,600	)	4.94
Units cancelled or forfeited	(47,031	)	6.17
Unvested units at September 30, 2012	1,388,119		$	6.27

Schedule of weighted average assumptions used in the fair value calculation

	Three Months Ended September 30,		Nine Months Ended September 30,
	2012	2011	2012	2011
Expected term (in years)	6.3	6.0-6.7	5.2-6.3	6.0-6.7
Volatility	49%	46%-47%	49%	46%-47%
Risk-free interest rate	1.6%	1.5%-3.0%	1.1%-1.6%	1.5%-2.4%
Dividend yield	0%	0%	0%	0%

Permanent and Non-Permanent Members' Equity (Tables)

9 Months Ended

Sep. 30, 2012

Permanent and Non-Permanent Members' Equity

Summary of the Company's preferred members' interest account activity

	Balance
Balance as of December 31, 2011	$	33,725
Distributions	(6,050		)
Balance as of September 30, 2012	$	27,675

- Definition

Tabular disclosure of temporary equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.

+ References + Details

Subsequent Events (Tables)

9 Months Ended

Sep. 30, 2012

Subsequent Events

Schedule of calculation of net income available to common members on a per share basis, as a result of Reorganization

	Year Ended December 31,
	2011			2010			2009
Numerator
Net income	$	21,864		$	18,938		$	18,842
Less:
Preferred interest distributions	7,144			6,755			5,431
Preferred interest discount accretion	4,058			7,068			6,804
Undistributed loss to participating member	(2,692		)	(3,659		)	(2,242		)
Net income available to common members	$	13,354		$	8,774		$	8,849

Denominator
Weighted average common shares outstanding-basic	20,849,242			20,770,041			20,117,701
Dilution effect of contingently issuable shares	-			-			-
Weighted average common shares outstanding-diluted	20,849,242			20,770,041			20,117,701

Net income per basic share available to common members:
Distributed	$	1.03		$	0.92		$	0.75
Undistributed	$	(0.39	)	$	(0.50	)	$	(0.31	)
Basic	$	0.64		$	0.42		$	0.44

Net income per diluted share available to common members:
Distributed	$	1.03		$	0.92		$	0.75
Undistributed	$	(0.39	)	$	(0.50	)	$	(0.31	)
Diluted	$	0.64		$	0.42		$	0.44

Summary of Operations and Significant Accounting Policies (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2012 USD ($) item	Dec. 31, 2011 USD ($)
Revenue recognition
Number of subscription or usage based plans \| item	4
Chargeback allowance	$ 70	$ 70
Equity-Based Compensation
Vesting period	4 years
Income Taxes
Unrecognized tax benefit for uncertain tax positions related to tax positions taken in prior years	$ 650
Minimum
Equity-Based Compensation
Vesting period	1 year
Maximum
Equity-Based Compensation
Vesting period	6 years
Subscription plans \| Minimum
Revenue recognition
Plan term	30 days
Subscription plans \| Maximum
Revenue recognition
Plan term	1 year
On Demand plans
Revenue recognition
Plan term	1 year
Credit-pack plans
Revenue recognition
Plan term	1 year

Summary of Operations and Significant Accounting Policies (Details 2) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Reclassification
Net cash provided by operating activities	$ 32,888	$ 29,464
Net cash used in financing activities	(14,769)	$ (24,750)
Reclassification for the payment of offering costs \| Reclassification
Reclassification
Net cash provided by operating activities	(1,200)
Net cash used in financing activities	$ 1,200

Information About Revenue By Geographic Areas (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Information about revenue by geographic areas
Revenue	$ 42,260	$ 31,156	$ 120,459	$ 85,543
North America
Information about revenue by geographic areas
Revenue	$ 15,211	$ 10,407	$ 42,841	$ 28,603
United States \| Total revenue \| Geographic concentration
Information about revenue by geographic areas
Concentration risk percentage	31.00%	30.00%	32.00%	30.00%
Europe
Information about revenue by geographic areas
Revenue	$ 14,985	$ 12,194	$ 44,553	$ 34,457
Rest of the world
Information about revenue by geographic areas
Revenue	$ 12,064	$ 8,555	$ 33,065	$ 22,483

Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Mar. 21, 2012	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Amortizing intangible assets:
Gross Carrying Amount		$ 1,778		$ 1,778		$ 1,575
Accumulated Amortization		(733)		(733)		(546)
Net Carrying Amount		1,045		1,045		1,029
Amortization expense		63	$ 61	187	$ 183
Estimated amortization expense
Remaining three months of 2012		56		56
2013		188		188
2014		74		74
2015		74		74
2016		74		74
Thereafter		579		579
Customer relationships
Amortizing intangible assets:
Gross Carrying Amount		600		600		600
Accumulated Amortization		(448)		(448)		(338)
Net Carrying Amount		152		152		262
Trade name
Amortizing intangible assets:
Gross Carrying Amount		400		400		400
Accumulated Amortization		(83)		(83)		(64)
Net Carrying Amount		317		317		336
Contributor content
Amortizing intangible assets:
Gross Carrying Amount		450		450		450
Accumulated Amortization		(91)		(91)		(68)
Net Carrying Amount		359		359		382
Non-compete agreement
Amortizing intangible assets:
Gross Carrying Amount		100		100		100
Accumulated Amortization		(100)		(100)		(75)
Net Carrying Amount						25
Domain name
Amortizing intangible assets:
Gross Carrying Amount		35		35		25
Accumulated Amortization		(2)		(2)		(1)
Net Carrying Amount		33		33		$ 24
Patents
Amortizing intangible assets:
Gross Carrying Amount		193		193
Accumulated Amortization		(9)		(9)
Net Carrying Amount		$ 184		$ 184
Acquisition of intangible assets	$ 193
Patents \| Minimum
Amortizing intangible assets:
Amortization period	16 years
Patents \| Maximum
Amortizing intangible assets:
Amortization period	19 years

Property and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Property and equipment
Property and equipment	$ 9,713		$ 9,713		$ 6,454
Less accumulated depreciation	(4,311)		(4,311)		(2,610)
Properly and equipment, net	5,402		5,402		3,844
Depreciation expense	665	$ 349	1,701	$ 665
Computer equipment and software
Property and equipment
Property and equipment	8,451		8,451		5,537
Furniture and fixtures
Property and equipment
Property and equipment	778		778		522
Leasehold improvements
Property and equipment
Property and equipment	$ 484		$ 484		$ 395

- Definition

The cumulative amount of depreciation, depletion and amortization (related to property, plant and equipment, but not including land) that has been recognized in the income statement.

+ References + Details

Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2012	Dec. 31, 2011
Accrued Expenses
Royalty tax withholdings	$ 4,604	$ 4,126
Professional fees	1,650	1,332
Non-income taxes	2,226	1,742
Accrued compensation	2,631	2,391
Accrued marketing	972	183
Other accrued expenses	1,645	1,101
Total accrued expenses	$ 13,728	$ 10,875

- Definition

Carrying value as of the balance sheet date of obligations incurred through that date and payable for professional fees, such as for legal and accounting services received. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).

+ References + Details

- Definition

Carrying value as of the balance sheet date of obligations incurred through that date and payable arising from transactions not otherwise specified in the taxonomy. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).

+ References + Details

Income Taxes (Details)	3 Months Ended		9 Months Ended
Income Taxes (Details)	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Income Taxes
Effective tax rate (as a percent)	1.60%	4.30%	2.00%	4.30%

Term Loan Facility (Details) - USD ($) $ in Thousands		9 Months Ended
Term Loan Facility (Details) - USD ($) $ in Thousands	Sep. 21, 2012	Sep. 30, 2012	Dec. 31, 2011
Term Loan Facility
Outstanding term loan facility balance		$ 12,000
Term Loan
Term Loan Facility
Amount borrowed	$ 12,000
Trailing period for measuring financial covenants of EBITDA		12 months
Default rate over the applicable rate (as a percent)		2.00%
Outstanding term loan facility balance		$ 12,000
Accrued interest		5
Deferred financing costs, net of accumulated amortization		$ 159	$ 0
Term Loan \| Prime rate as published in the Wall Street Journal
Term Loan Facility
Variable rate basis	prime rate
Margin deducted (as a percent)	0.75%
Term Loan \| LIBOR based rate
Term Loan Facility
Variable rate basis	LIBOR
Interest rate margin (as a percent)	2.00%

Commitments and Contingencies (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Commitments and Contingencies.
Rental expense for operating leases	$ 430	$ 420	$ 850	$ 862
Capital Expenditures
Amount spent on additions to property and equipment			3,268	2,742
Unconditional Purchase Obligations
Obligations for contracts related to infrastructure services and contractual commitments for marketing services	2,353		2,353		$ 1,224
Maturity of unconditional purchase obligations
2012					852
2013	1,793		1,793		372
Remainder of 2012	560		560
Indemnifications
Standard maximum aggregate obligation and liability to any one customer for all claims	10		10
Servers and related hardware
Capital Expenditures
Amount spent on additions to property and equipment	$ 415	$ 585	2,505	$ 1,432
Commitment to purchase data server equipment			$ 0		$ 900

Employee Benefit Plans (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Employee Benefit Plans (Details) - USD ($) $ in Thousands	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Employee Benefit Plans
Annual discretionary employer matching contributions (as a percent)			3.00%
Employer matching contributions	$ 129	$ 77	$ 398	$ 211

Value Appreciation Rights Plan (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Value Appreciation Rights Plan
Number of units designated under VAR Plan	3,000,000		3,000,000
Units designated under VAR Plan as a percentage of the company's overall interest	10.00%		10.00%
VAR Plan Units
Units outstanding at the beginning of the period			1,344,500
Units granted			364,250
Units cancelled or forfeited			(47,031)
Units outstanding at the end of the period	1,661,719		1,661,719
Weighted Average Exercise Price
Units outstanding at the beginning of the period (in dollars per unit)			$ 15.10
Units granted (in dollars per unit)			18.36
Units cancelled or forfeited (in dollars per unit)			15.81
Units outstanding at the end of the period (in dollars per unit)	$ 15.79		$ 15.79
Intrinsic value of notional units outstanding	$ 7,560		$ 7,560		$ 2,100
VAR Plan Units
Unvested units outstanding at the beginning of the period			1,344,500
Units granted			364,250
Units vested			(273,600)
Units cancelled or forfeited			(47,031)
Unvested units outstanding at the end of the period	1,388,119		1,388,119
Unvested units at the beginning of the period (in dollars per unit)			$ 5.48
Units granted (in dollars per unit)			8.16
Units vested (in dollars per unit)			4.94
Units cancelled or forfeited (in dollars per unit)			6.17
Unvested units at the end of the period (in dollars per unit)	$ 6.27		$ 6.27
Vesting period
Time-based vesting schedules			4 years
Weighted average assumptions used in fair value calculation
Expected term	6 years 3 months 18 days
Volatility (as a percent)	49.00%		49.00%
Risk-free interest rate (as a percent)	1.60%
Dividend yield (as a percent)	0.00%	0.00%	0.00%	0.00%
Unrecognized compensation charge	$ 9,850		$ 9,850
Unrecognized compensation charge for vested shares	$ 2,440		$ 2,440
Minimum
Vesting period
Time-based vesting schedules			1 year
Weighted average assumptions used in fair value calculation
Expected term		6 years	5 years 2 months 12 days	6 years
Volatility (as a percent)		46.00%		46.00%
Risk-free interest rate (as a percent)		1.50%	1.10%	1.50%
Maximum
Vesting period
Time-based vesting schedules			6 years
Weighted average assumptions used in fair value calculation
Expected term		6 years 8 months 12 days	6 years 3 months 18 days	6 years 8 months 12 days
Volatility (as a percent)		47.00%		47.00%
Risk-free interest rate (as a percent)		3.00%	1.60%	2.40%

Common Member Ownership Awards (Details) - Profits Interest Agreement - USD ($) $ in Thousands		48 Months Ended
	Nov. 02, 2007	Dec. 31, 2011	Sep. 30, 2012
Executive
Common member ownership awards
Unrecognized compensation charge			$ 7,253
Employee
Common member ownership awards
Membership interest (as a percent)	0.40%
Period of future services to be rendered against grant of membership interest		48 months
Unrecognized compensation charge		$ 509	$ 509

Common Member Ownership Subject to Put Feature (Details) - Profits Interest Agreement - Executive - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Apr. 05, 2010	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Common member ownership subject to put feature
Percentage of liquidation amount in excess of the specified amount entitled as per the agreement	4.00%
Specified liquidation amount beyond which sharing is applicable	$ 300,000
Profit Interest Grant vesting period				6 years
Maximum percentage puttable annually of vested portion of the membership interest		10.00%		10.00%
Compensation charge recorded		$ 670	$ 599	$ 2,827	$ 1,390
Percentage of unvested portion that will vest immediately upon the occurrence of change in control or qualified public offering				50.00%
Unrecognized compensation charge		$ 7,253		$ 7,253

Permanent and Non-Permanent Members' Equity (Details) - USD ($)				9 Months Ended
	Oct. 04, 2012	Feb. 28, 2008	Jun. 06, 2007	Sep. 30, 2012	Sep. 30, 2011
Permanent and Non-Permanent Members' Equity
Percentage of common members' equity sold by sole shareholder to outside investors			25.00%
Aggregate purchase price for which common members' equity is sold			$ 60,000,000
Purchase price adjustment paid by outside investors to the selling member as a result of the company achieving an EBITDA Target		$ 1,800,000
Preferred members' interest account activity
Balance at the beginning of the period				$ 33,725,000
Distributions				(6,050,000)
Balance at the end of the period				27,675,000
Distributions to Members
Cash distributions made				$ 24,200,000	$ 24,750,000
Subsequent event
Distributions to Members
Cash distributions made	$ 11,800,000
Common members \| Executive
Distributions to Members
Assets to be distributed upon dissolution event of the company (as a percent)				75.00%
Membership interest (as a percent)				8.50%
Amount multiplied by vested percentage of membership interest considered for determining limit of distribution to members upon dissolution				$ 120,000
Preferred members
Distributions to Members
Assets to be distributed upon dissolution event of the company (as a percent)				25.00%

Related Parties (Details) - USD ($) $ in Thousands	Sep. 30, 2012	Dec. 31, 2011
Related parties
Uncollected payments		$ 168
Pixel Holdings Inc.
Related parties
Uncollected payments	$ 0	$ 168

- Definition

The aggregate amount of receivables to be collected from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth, at the financial statement date. which are usually due within one year (or one business cycle).

+ References + Details

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands					3 Months Ended		9 Months Ended		12 Months Ended
	Oct. 16, 2012	Oct. 10, 2012	Oct. 05, 2012	Oct. 04, 2012	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Subsequent events
Amount distributed to members							$ 24,200	$ 24,750
Numerator
Net income					$ 8,742	$ 5,688	18,523	16,076
Less:
Preferred interest distributions					2,263	1,313	6,050	6,188
Preferred interest discount accretion								4,058
Undistributed loss to participating member					(77)	109	(1,419)	(3,183)
Net income available to common members					$ 6,556	$ 4,266	$ 13,892	$ 9,013
Denominator
Weighted average common shares outstanding-basic					20,849,242	20,849,242	20,849,242	20,849,242
Weighted average common shares outstanding-diluted					20,849,242	20,849,242	20,849,242	20,849,242
Net income per basic share available to common members:
Distributed (in dollars per share)					$ 0.32	$ 0.18	$ 0.87	$ 0.89
Undistributed (in dollars per share)					(0.01)	0.02	(0.20)	(0.46)
Basic (in dollars per share)					0.31	0.20	0.67	0.43
Net income per diluted share available to common members:
Distributed (in dollars per share)					0.32	0.18	0.87	0.89
Undistributed (in dollars per share)					(0.01)	0.02	(0.20)	(0.46)
Diluted (in dollars per share)					$ 0.31	$ 0.20	$ 0.67	$ 0.43
Non-cash stock-based compensation expense
Number of shares available for issuance					3,000,000		3,000,000
Subsequent event
Subsequent events
Shares of common stock exchanged with preferred and common membership interests in connection with Reorganization			28,338,281
Amount distributed to members				$ 11,800
Numerator
Net income									$ 21,864	$ 18,938	$ 18,842
Less:
Preferred interest distributions									7,144	6,755	5,431
Preferred interest discount accretion									4,058	7,068	6,804
Undistributed loss to participating member									(2,692)	(3,659)	(2,242)
Net income available to common members									$ 13,354	$ 8,774	$ 8,849
Denominator
Weighted average common shares outstanding-basic									20,849,242	20,770,041	20,117,701
Weighted average common shares outstanding-diluted									20,849,242	20,770,041	20,117,701
Net income per basic share available to common members:
Distributed (in dollars per share)									$ 1.03	$ 0.92	$ 0.75
Undistributed (in dollars per share)									(0.39)	(0.50)	(0.31)
Basic (in dollars per share)									0.64	0.42	0.44
Net income per diluted share available to common members:
Distributed (in dollars per share)									1.03	0.92	0.75
Undistributed (in dollars per share)									(0.39)	(0.50)	(0.31)
Diluted (in dollars per share)									$ 0.64	$ 0.42	$ 0.44
Additional disclosure of reorganization
Common stock, shares issued	5,175,000
Shares issued upon exercise of underwriters' overallotment option	675,000
Common stock, issue price (in dollars per share)	$ 17.00
Net proceeds from issuance of common stock	$ 81,817
Estimated offering expenses	$ 4,400
Non-cash stock-based compensation expense
2012					$ 7,500		$ 7,500
2013					3,400		3,400
2014					3,200		3,200
2015					2,500		2,500
2016					785		785
Thereafter					$ 200		$ 200
Subsequent event \| VAR Plan
Additional disclosure of reorganization
Shares of common stock to be purchased as an option in exchange with VAR Plan awards granted and outstanding upon Reorganization			1,661,719
Non-cash stock-based compensation expense net of estimated forfeitures recognized in connection with one-time acceleration charge			$ 2,500
Subsequent event \| 2012 Stock Option Plan
Non-cash stock-based compensation expense
Number of shares available for issuance		6,750,000
Annual increase in shares available for issuance		1,500,000
Annual increase in the shares available for issuance as a percentage of common stock outstanding as of the last day of immediately preceeding fiscal year		3.00%
Subsequent event \| 2012 ESPP
Non-cash stock-based compensation expense
Number of shares available for issuance		2,000,000
Annual increase in shares available for issuance		1,000,000
Annual increase in the shares available for issuance as a percentage of common stock outstanding as of the last day of immediately preceeding fiscal year		3.00%
Maximum percentage of eligible compensation considered for payroll deduction to purchase the common stock		15.00%
Maximum purchase of shares by participating employees during each offering period		1,000
Percentage of lower of fair market value of common stock		85.00%
Subsequent event \| 2012 ESPP \| Minimum
Non-cash stock-based compensation expense
Percentage of combined voting power of an employee considered for not granting rights to purchase stock		5.00%
Worth of stock for each calendar year considered for not granting rights to purchase stock		$ 25
Subsequent event \| Profits Interest Agreement
Additional disclosure of reorganization
Non-cash stock-based compensation expense net of estimated forfeitures recognized in connection with one-time acceleration charge			$ 509
Subsequent event \| Restricted stock \| Thilo Semmelbauer \| Profits Interest Agreement
Additional disclosure of reorganization
Non-cash stock-based compensation expense net of estimated forfeitures recognized in connection with one-time acceleration charge		$ 3,600
Accelerated vesting percentage of the unvested portion of stock award		50.00%