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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2015	Nov. 04, 2015
Document and Entity Information
Entity Registrant Name	Shutterstock, Inc.
Entity Central Index Key	0001549346
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		36,082,717
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 229,607	$ 233,453
Short-term investments	52,491	54,844
Credit card receivables	3,941	2,451
Accounts receivable, net	25,631	15,251
Prepaid expenses and other current assets	12,355	12,141
Deferred tax assets, net	6,213	5,390
Total current assets	330,238	323,530
Property and equipment, net	29,877	26,744
Intangible assets, net	30,818	4,934
Goodwill	52,170	10,186
Deferred tax assets, net	19,991	16,484
Other assets	1,913	1,899
Total assets	465,007	383,777
Current liabilities:
Accounts payable	9,045	5,334
Accrued expenses	27,962	24,982
Contributor royalties payable	17,614	11,933
Income taxes payable	993	91
Deferred revenue	94,314	75,789
Other liabilities	4,920	2,198
Total current liabilities	154,848	120,327
Deferred tax liability, net	4,025	0
Other non-current liabilities	13,234	12,017
Total liabilities	172,107	132,344
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.01 par value; 200,000 shares authorized; 36,076 and 35,603 shares outstanding as of September 30, 2015 and December 31, 2014, respectively	360	356
Additional paid-in capital	206,811	174,821
Accumulated comprehensive loss	(3,839)	(629)
Retained earnings	89,568	76,885
Total stockholders’ equity	292,900	251,433
Total liabilities and stockholders’ equity	$ 465,007	$ 383,777

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares outstanding	36,076,000	35,603,000

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Income Statement [Abstract]
Revenue	$ 107,260	$ 83,730	$ 309,147	$ 236,745
Operating expenses:
Cost of revenue	44,512	33,260	126,582	94,419
Sales and marketing	27,393	21,122	79,927	60,890
Product development	10,827	9,870	31,700	26,922
General and administrative	16,441	10,265	44,949	27,816
Total operating expenses	99,173	74,517	283,158	210,047
Income from operations	8,087	9,213	25,989	26,698
Other expense, net	(767)	(373)	(3,386)	(327)
Income before income taxes	7,320	8,840	22,603	26,371
Provision for income taxes	3,217	3,562	9,920	11,315
Net income	4,103	5,278	12,683	15,056
Less:
Undistributed earnings to participating stockholder	0	9	2	30
Net income available to common stockholders	$ 4,103	$ 5,269	$ 12,681	$ 15,026
Net income per share available to common stockholders:
Basic (in dollars per share)	$ 0.11	$ 0.15	$ 0.35	$ 0.43
Diluted (in dollars per share)	$ 0.11	$ 0.15	$ 0.35	$ 0.42
Weighted average shares outstanding:
Basic (in shares)	36,039,907	35,304,066	35,847,748	35,161,644
Diluted (in shares)	36,270,044	35,931,454	36,269,067	35,883,202

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Statement of Comprehensive Income [Abstract]
Net income	$ 4,103	$ 5,278	$ 12,683	$ 15,056
Foreign currency translation loss	(3,620)	(117)	(3,240)	(105)
Unrealized gain on investments	13	2	30	24
Other comprehensive loss	(3,607)	(115)	(3,210)	(81)
Comprehensive income	$ 496	$ 5,163	$ 9,473	$ 14,975

- Definition

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

+ References + Details

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 12,683	$ 15,056
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	10,363	5,757
Write-off of property and equipment	0	367
Deferred taxes	(4,587)	(4,181)
Non-cash equity-based compensation	22,771	15,728
Change in fair value of contingent consideration	1,440	110
Tax benefit from exercise/vesting of equity awards, net	(1,741)	(10,224)
Bad debt reserve	1,165	516
Chargeback and sales refund reserves	(215)	170
Changes in operating assets and liabilities:
Credit card receivables	(1,501)	(1,704)
Accounts receivable	(8,574)	(7,374)
Prepaid expenses and other current and non-current assets	1,521	15,574
Accounts payable and other current and non-current liabilities	3,680	7,978
Contributor royalties payable	2,589	3,059
Income taxes payable	1,365	0
Deferred revenue	18,490	18,667
Net cash provided by operating activities	59,449	59,499
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(9,873)	(16,334)
Purchase of investments	(203,469)	(214,506)
Sale and maturities of investments	205,851	219,239
Acquisition of business	(62,379)	(10,056)
Acquisition of digital content	(2,192)	(331)
Security deposit receipt	93	145
Net cash used in investing activities	(71,969)	(21,843)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of stock options	6,881	6,673
Proceeds from issuance of common stock under Employee Stock Purchase Plan	1,052	945
Tax benefit from exercise/vesting of equity awards, net	1,741	10,224
Net cash provided by financing activities	9,674	17,842
Effect of foreign exchange rate changes on cash	(1,000)	(93)
Net increase in cash and cash equivalents	(3,846)	55,405
Cash and cash equivalents, beginning of period	233,453	155,355
Cash and cash equivalents, end of period	229,607	210,760
Supplemental Disclosure of Cash Information:
Cash paid for income taxes	11,737	235
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Capital expenditures in accounts payable and other liabilities	$ 0	$ 4,436

Summary of Operations and Significant Accounting Policies

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

Summary of Operations and Significant Accounting Policies

Summary of Operations

Shutterstock, Inc. (the “Company” or “Shutterstock”) operates an industry-leading global marketplace for commercial digital content, including images, video and music. Commercial digital imagery consists of licensed photographs, illustrations and video clips that companies use in their visual communications, such as websites, digital and print marketing materials, corporate communications, books, publications and video content while commercial music consists of high-quality music tracks which are often used to complement the digital imagery. The Company licenses commercial digital imagery and music to its customers. Contributors upload their digital imagery and music tracks to the Company’s websites in exchange for a royalty payment based on customer download or usage activity. The Company is headquartered in New York City with offices in Amsterdam, Berlin, Chicago, Dallas, Denver, London, Los Angeles, Montreal, Paris, San Francisco and Silicon Valley.

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. Certain prior year amounts have been reclassified to conform to the current presentation.

Unaudited Interim Financial Statements

The interim consolidated balance sheet as of September 30, 2015, the consolidated statements of operations and comprehensive income for the three and nine months ended September 30, 2015 and 2014 and the consolidated statements of cash flows for the nine months ended September 30, 2015 and 2014 are unaudited. The unaudited interim financial statements have been prepared on a basis consistent with the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary to state fairly the Company’s financial position as of September 30, 2015 and its results of consolidated operations, comprehensive income and cash flows for the three and nine months ended September 30, 2015 and 2014. The financial data and the other financial information disclosed in the notes to the financial statements related to these periods are also unaudited. The results of operations for the three and nine months ended September 30, 2015 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2015 or for any other future annual or interim period.

There have been no material changes in the significant accounting policies from those that were disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the SEC on February 27, 2015. These financial statements should also be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2014. Certain information and note disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to such rules and regulations. The consolidated balance sheet as of December 31, 2014 included herein was derived from the audited financial statements as of that date, but does not include all disclosures required by GAAP.

Acquisition Activity in 2015

Rex Features (Holdings) Limited

On January 19, 2015, the Company acquired all of the shares of Rex Features (Holdings) Limited (“Rex Features”) pursuant to a stock purchase agreement. The transaction was accounted for using the acquisition method and, accordingly, the results of the acquired business have been included in the Company’s results of operations from the acquisition date.

Rex Features is a photographic press agency in Europe that offers media companies and advertisers images and videos, including a live feed of edited celebrity, entertainment, sports and news images and videos, along with access to a multi-decade archive of iconic images. With Rex Features’ editorial expertise and Shutterstock’s technical capabilities and position in the marketplace, the Company believes that this acquisition will strengthen its strategic position and bring a comprehensive offering to market across both editorial and commercial content.

The fair value of consideration transferred in this business combination was allocated to the intangible and tangible assets acquired and liabilities assumed at the acquisition date, with the remaining unallocated amount recorded as goodwill. The allocation of the purchase price for this acquisition has been prepared on a preliminary basis, and changes to those allocations may occur as additional information becomes available.

The total purchase price consisted of a cash payment of $32,727 subject to certain working capital adjustments. The aggregate purchase price was allocated to the assets acquired and liabilities assumed as follows:



Assets:
Cash	$	1,525
Accounts receivables	2,908
Other assets	356
Fixed assets	92
Intangible Assets:
Customer relationships	13,768
Trade name	4,993
Developed technology	3,026
Photo library	484
Goodwill	14,918
Total assets acquired	$	42,070
Liabilities:
Accounts payable	$	(253	)
Contributor payable	(2,249		)
Accrued expenses	(2,387		)
Deferred tax liability	(4,454		)
Total liabilities assumed	$	(9,343	)
Total	$	32,727

The identifiable intangible assets have a weighted average life of approximately eight years and are being amortized on a straight-line basis. The fair value of the customer relationships was determined using a variation of the income approach known as the multiple-period excess earnings method. The fair value of the trade name was determined using the relief-from-royalty method. The fair values of the developed technology and photo library were both determined using the replacement cost method. The goodwill arising from the transaction is primarily attributable to expected operational synergies and is not deductible for income tax purposes. As a result of the acquisition, the Company recorded approximately $143 of professional fees in the nine months ended September 30, 2015. There were no professional fees related to the acquisition in the three months ended September 30, 2015. The professional fees are included in general and administrative expense.

Arbour Interactive Inc.

On January 22, 2015, the Company acquired substantially all of the assets and certain liabilities of Arbour Interactive Inc. (“PremiumBeat”) pursuant to an asset purchase agreement. The transaction was accounted for using the acquisition method and, accordingly, the results of the acquired business have been included in the Company’s results of operations from the acquisition date.

PremiumBeat is a leading provider of exclusive, high-quality music and sound effects for use in videos, films, television, applications, games, and other creative projects. PremiumBeat works with composers to offer a high-quality library of exclusive music primarily to businesses, including advertising and media agencies, as well as Fortune 500 companies. The Company plans to continue to operate the acquired assets under the PremiumBeat brand but also intends to combine PremiumBeat with the existing Shutterstock Music business in order to leverage PremiumBeat’s experience in the music market.

The total purchase price of $35,445 consisted of a cash payment of $31,700 and $3,745 in contingent consideration based on certain performance criteria of post-acquisition revenue related to the Company’s music business. The fair value of the contingent consideration was determined using a Black-Scholes model with subsequent changes in the fair value expensed in earnings. The Company is obligated to pay a cash payment of up to $10,000 in early 2017 contingent upon the achievement of the performance criteria. The aggregate purchase price was allocated to the assets acquired and liabilities assumed as follows:



Assets:
Other assets	$	963
Fixed assets	205
Intangible Assets:
Customer relationships	3,000
Trade name	1,400
Music catalog	584
Developed technology	178
Goodwill	29,849
Deferred tax asset	229
Total assets acquired	$	36,408
Liabilities:
Contributor payable	$	(896	)
Accrued expenses	(44		)
Deferred revenue	(23		)
Total liabilities assumed	$	(963	)
Total	$	35,445

The identifiable intangible assets have a weighted average life of approximately six years and are being amortized on a straight-line basis. The fair value of the customer relationships was determined using a variation of the income approach known as the multiple-period excess earnings method. The fair value of the trade name was determined using the relief-from-royalty method. The fair values of the music catalog and developed technology were both determined using the replacement cost method. The goodwill arising from the transaction is primarily attributable to expected operational synergies and is deductible for income tax purposes. As a result of the acquisition, the Company recorded approximately $244 of professional fees in the nine months ended September 30, 2015. There were no professional fees related to the acquisition in the three months ended September 30, 2015. The professional fees are included in general and administrative expense.

Unaudited Pro Forma Consolidated Financial Information

The following unaudited pro forma consolidated financial information reflects the results of operations of the Company for the three and nine months ended September 30, 2015 and 2014, as if the Rex Features and PremiumBeat acquisitions completed during fiscal 2015 had closed on January 1, 2014, after giving effect to certain purchase accounting adjustments. These pro forma results are not necessarily indicative of what the Company’s operating results would have been had the acquisitions actually taken place at the beginning of the period.



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Revenue	$	107,260	$	89,971	$	310,419	$	254,690
Net income	$	4,103	$	5,041	$	12,687	$	15,197

Acquisition Activity in 2014

Virtual Moment, LLC

On March 14, 2014, the Company acquired certain assets and certain liabilities of Virtual Moment, LLC (“WebDAM”) pursuant to an asset purchase agreement. The transaction was accounted for using the acquisition method and, accordingly, the results of the acquired business have been included in the Company’s results of operations from the acquisition date.

WebDAM sells digital asset management software services through its cloud-based platform to marketing and creative enterprise organizations. WebDAM’s products help organizations manage, search, distribute and collaborate on creative digital files in order to grow their brands and reach new audiences. WebDAM’s offerings are particularly attractive to large enterprises, which make up a significant portion of its client base. The Company believes that this acquisition will strengthen its strategic position with its enterprise customers as well as broaden its product offerings to larger companies.

The total purchase price of $12,416 consisted of a cash payment of $10,056 and $2,360 in contingent consideration based on certain performance criteria of post-acquisition revenue with subsequent changes expensed in earnings as the performance criteria is achieved. The Company is obligated to pay a cash payment of up to $4,000 in early 2016 contingent upon the achievement of the performance criteria. The fair value of the contingent consideration was determined using a Monte Carlo simulation model. The aggregate purchase price was allocated to the assets acquired and liabilities assumed as follows:



Assets:
Other assets	$	836
Intangible assets:
Trade name	500
Customer relationships	2,800
Developed technology	600
Goodwill	8,763
Total assets acquired	$	13,499
Total liabilities assumed	(1,083		)
Total	$	12,416

The identifiable intangible assets have a weighted average life of approximately seven years and are being amortized on a straight-line basis. The fair value of the customer relationships was determined using a variation of the income approach known as excess earnings method. The fair values of the trade name and developed technology were both determined using the relief-from-royalty method. The goodwill arising from the transaction is primarily attributable to expected operational synergies and is deductible for income tax purposes. As a result of the acquisition, the Company recorded approximately $300 of professional fees in the nine months ended September 30, 2014. There were no professional fees related to the transaction in the three months ended September 30, 2014. The professional fees are included in general and administrative expense.

Pro forma results of operations have not been presented because the effect of this business combination was not material to the Company’s consolidated results of operations.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP 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 allowance for doubtful accounts, contingent consideration, sales refund reserve, goodwill, intangibles, non-cash equity-based compensation, income tax provision 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.

Restricted Cash

The Company’s restricted cash relates to security deposits for leased office locations. As of December 31, 2014, the Company had $182 of restricted cash recorded in prepaid expenses and other current assets that related to a leased office location that was fully released as of September 30, 2015. As of September 30, 2015 and December 31, 2014, the Company had $1,829 of restricted cash recorded in other assets that related to a leased office location that expires in 2024. The carrying value of restricted cash approximates fair value.

Deferred Rent

The Company records rent expense on a straight-line basis over the term of the related lease. The difference between the rent expense recognized and the actual payments made in accordance with the lease agreement is recognized as a deferred rent liability on the Company’s balance sheet. As of September 30, 2015, the Company recorded a deferred rent balance of $8,201, of which $704 is included in other liabilities and $7,497 is included in other non-current liabilities. As of December 31, 2014, the Company recorded deferred rent of $8,036, of which $693 was included in other liabilities and $7,343 was included in other non-current liabilities.

Revenue Recognition

The vast majority of the Company’s revenue, net of chargebacks and refunds, is generated from the license of digital content through subscription or usage based plans. The Company recognizes revenue when all of the following 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, both of which must contain or communicate the fixed and agreed upon pricing terms. Performance or delivery is considered to have occurred upon the ratable passage of time for subscription plans, the download and in certain cases the usage of digital content or the expiration of a contract period for which there are unused downloads or credits. Collectability is reasonably assured since the majority 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 and sales refund reserve allowance based on factors surrounding historical credit card chargeback trends, historical sales refund trends and other information. As of September 30, 2015 and December 31, 2014, the Company recorded a combined chargeback allowance and sales refund allowance of $680 and $660, respectively, which is included in other liabilities. Collectability is assessed for customers who pay on credit based on a credit evaluation for new customers, when necessary, 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. Revenue from subscription plans with daily limits are recognized on a straight-line basis using a daily convention method over the plan term. Revenue from subscription plans with monthly limits are recognized on a per usage basis or when the right to download expires. On Demand plans are typically for a one-year term and permit the customer to download up to a fixed amount of digital content. Revenue from On Demand products are generally 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 assuming no further Company obligation remains. 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 revenue is 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 assuming no further Company obligation remains. Most plans automatically renew at the end of the plan term unless the customer elects not to renew. The Company recognizes revenue from its three 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 control in establishing the product’s price, performs a detailed review of the digital content before accepting it to its collection to ensure it is of high quality before it may be purchased by the customers, can reject 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 a right of return to customers. There are situations in which a customer may receive a refund but the determination is made 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 content 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 its reseller program, the Company follows the authoritative guidance of the Financial Accounting Standards Board (“FASB”) in Accounting Standards Codification (“ASC”) 605-45, “Principal Agent Considerations.” The Company recognizes revenue net of reseller commission in accordance with the type of content sold, consistent with the plan descriptions above. The Company generally does not offer refunds or a right of return to resellers.

The Company also generates revenue related to WebDAM from licensing its hosted software services through its cloud-based platform and related implementation and professional services. The Company enters into multiple element revenue arrangements in which a customer purchases a combination of hosted software, implementation and optional value added professional services. The Company recognizes revenue for the hosted services monthly provided that there is persuasive evidence of an arrangement, the service has been delivered, the fees are fixed and determinable, and collection is reasonably assured. ASC 605-25 establishes a selling price hierarchy for determining the selling price of a deliverable in multiple-element arrangements, which is based on: (a) vendor-specific objective evidence; (b) third-party evidence; or (c) best estimated selling price. The hosted software services are recognized ratably over the contractual period as this service is on-going over the hosting period which is generally a one-year term. The Company recognizes any setup or implementation revenue ratably over the longer of the contractual term or the estimated customer relationship period which is currently three years. Revenue from any value-added professional services is recognized upon substantial completion.

Equity-Based Compensation

The Company measures and recognizes non-cash equity-based compensation expense for all equity-based awards granted 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 subsequent periods for changes, if any, 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. Compensation expense related to awards with a market condition is recognized ratably over the requisite service period regardless of the achievement of the market condition.

The Company uses the Black Scholes option pricing model, the closing price of the Company’s common stock on the date of grant, and the Monte Carlo simulation model, if the award has a market condition, to determine the fair value of stock options and restricted stock units (“RSUs”) granted pursuant to the Value Appreciation Rights Plan (the “VAR Plan”), the 2012 Omnibus Equity Incentive Plan (the “2012 Plan”) and stock purchased pursuant to the 2012 Employee Stock Purchase Plan (the “2012 ESPP”), which are discussed further in Note 10, Equity-Based Compensation.

The determination of the grant date fair value using an option-pricing model and simulation model requires judgment as well as assumptions regarding a number of other complex and subjective variables. These variables include the fair value of the Company’s common ownership interest pre-initial public offering (“IPO”), the Company’s closing market price at the grant date post-IPO, 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. Prior to completion of the IPO, the Company’s fair value of common ownership interest was estimated internally and approved by the Board of Managers (“BOM”) because the Company was not publicly traded. The Company’s intention upon granting VAR Plan awards was for the granted award to have an exercisable price per unit that was not less than the per unit fair value of the Company’s common equity on the date of grant. The valuations of the Company’s common equity unit were prepared in accordance with the American Institute of Certified Public Accountants Statement on Standards for Valuation Services 1: Valuation of a Business, Business Ownership Interest, Security, or Intangible Asset. The assumptions used in the valuation model were based on future expectations combined with the Company’s judgment. In the absence of a public trading market, the Company exercised significant judgment and considered numerous objective and subjective factors to determine the fair value of the common equity unit as of the date of each VAR Plan award grant. Some but not all of these factors included operating and financial performance, current business conditions and projections, the hiring of key personnel, the Company’s history and introduction of new functionality and services, the Company’s stage of development, the likelihood of achieving a liquidity event for the common ownership interests, any adjustment necessary to recognize a lack of marketability for the common ownership interests, the market performance of comparable publicly traded companies, and U.S. and global capital market conditions. The Company also obtained independent third party valuations on a periodic basis. After October 11, 2012, the date the Company’s common stock began trading on the New York Stock Exchange (“NYSE”), the grant date fair value for stock-based awards is and has been based on the closing price of the Company’s common stock on the NYSE on the date of grant and fair value for all other purposes related to stock-based awards shall be the closing price of the Company’s common stock on the NYSE on the relevant date.


•	Expected Term. The expected term is estimated using the simplified method allowed under SEC guidance.

•

Volatility. As the Company does not have a trading history for its common ownership interest pre-IPO, the expected price volatility for the common ownership interest and common stock was estimated by taking the average historic price volatility for industry peers based on daily price observations over a period equivalent to the expected term of the VAR Plan awards and stock options granted post-IPO. Industry peers 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 stock 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 each award group.

•

Dividend Yield. Prior to October 5, 2012, the date on which the Company reorganized from Shutterstock Images LLC, a New York limited liability company (the “LLC”), to Shutterstock, Inc., a Delaware corporation (the “Reorganization”), the Company had historically paid cash dividends or distributions to its members. Following the Reorganization, the Company has not paid cash distributions to its stockholders and it does not intend to do so for the foreseeable future. As a result, the Company used an expected dividend yield of zero.

If any of the assumptions used in the Black-Scholes pricing model or Monte Carlo simulation model changes significantly, the fair value for future awards may differ materially compared with awards granted previously. The awards granted pursuant to the VAR Plan, the 2012 Plan, and the 2012 ESPP are subject to a time-based vesting requirement and certain awards granted under the 2012 Plan are also based on a market condition. The majority of stock option awards granted under the 2012 Plan vest over four years while the majority of the restricted stock units granted under the 2012 Plan vest over three years. The 2012 ESPP provides for purchase periods approximately every six months and a participant must be employed on the purchase date to participate. The VAR Plan awards had a condition that a change of control (as defined in the VAR Plan) must occur for a payment to trigger with respect to the VAR Plan awards. In connection with the Reorganization, all of the VAR Plan awards were exchanged for options to purchase shares of the Company's common stock. As a result of the completion of the IPO in October 2012, the Company began recording equity-based compensation expense using the accelerated attribution method, net of forfeitures, based on the grant date fair value of the VAR Plan awards that were exchanged for options to purchase shares of the Company's common stock as part of the Reorganization.

For pre-IPO equity based awards that qualified 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 10, Equity-Based Compensation, for further information.

Income Taxes

The Company is a Delaware corporation and is therefore subject to federal and state income tax. Significant management judgment is required in projecting ordinary income in order to determine the Company’s estimated effective tax rate.

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 may 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, if any, and related penalties and interest, if any, are included in the income tax provision.

The Company assessed the realizability of deferred tax assets and determined that based on the available evidence, including a history of taxable income and estimates of future taxable income, it is more likely than not that the deferred tax assets will be realized. The Company will continue to evaluate its ability to realize deferred tax assets on a quarterly basis. Significant management judgment is required in determining the provision for income taxes and deferred tax assets and liabilities. In the event that actual results differ from these estimates, the Company will adjust these estimates in future periods which may result in a change in the effective tax rate in a future period.

The Company is subject to compliance requirements for certain non-income taxes, including value added taxes, sales taxes and royalty withholding taxes. Where appropriate, the Company has made accruals for these taxes, which are reflected in the Company’s consolidated financial statements.

Net Income Per Share

Basic net income per share is computed by dividing the net income attributable to common stockholders 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 stockholders based on the weighted average number of shares for 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 stockholders is computed by deducting from net income: (1) dividends paid to preferred stockholders, (2) accretion to redemption value on preferred members' shares and (3) income allocated to participating securities including unvested shares for the restricted award holders (as these unvested shares have participating rights).

Diluted net income per share is computed by dividing the net income available to common stockholders 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.

A reconciliation of assumed exercised shares used in calculating basic and diluted net income per share available to common stockholders follows:



	Three Months Ended September 30,		Nine Months Ended September 30,
	2015	2014	2015	2014

Basic	36,039,907	35,304,066	35,847,748	35,161,644
Stock options and employee stock purchase plan shares	230,137	552,282	337,018	627,845
Unvested restricted stock awards and RSUs	—	75,106	84,301	93,713
Diluted	36,270,044	35,931,454	36,269,067	35,883,202


Dilutive securities included in the calculation	681,292	2,136,637	1,538,384	2,161,146
Anti-dilutive securities excluded from the calculation	1,793,106	617,250	1,056,039	472,977

Recently Issued Accounting Standard Updates

In May 2014, the FASB issued new accounting guidance related to revenue recognition (“ASU 2014-09”). This new standard will replace all current GAAP guidance on this topic and will eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. On July 9, 2015, the FASB approved the deferral of the effective date of ASU 2014-09 by one year. As a result, ASU 2014-09 will be effective for the Company’s fiscal year beginning January 1, 2018. The Company may choose to adopt the standard as of the original effective date for annual reporting periods beginning after December 15, 2016; if it does so, the Company is required to apply the standard beginning in the first interim period within the year of adoption. The Company is evaluating the impact, if any, of adopting this new accounting standard on its financial statements.

Short Term Investments and Fair Value Measurements

9 Months Ended

Sep. 30, 2015

Fair Value Disclosures [Abstract]

Short-Term Investments and Fair Value Measurements

Short Term Investments and Fair Value Measurements

Short term investments are summarized as follows:



	As of September 30, 2015
	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Market Value
Commercial paper	$	52,493	$	—	$	(2	)	$	52,491
Total	$	52,493	$	—	$	(2	)	$	52,491



	As of December 31, 2014
	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Market Value
Commercial paper	$	54,848	$	—	$	(4	)	$	54,844
Total	$	54,848	$	—	$	(4	)	$	54,844

The following tables present the Company’s fair value hierarchy for its assets and liabilities:



	As of September 30, 2015
	Aggregate Fair Value		Level 1		Level 2		Level 3
Assets:
Money market accounts	$	83,710	$	83,710	$	—	$	—
Commercial paper	52,491		—		52,491		—
Total assets measured at fair value	$	136,201	$	83,710	$	52,491	$	—
Liabilities:
Acquisition related contingent consideration	$	7,331	$	—	$	—	$	7,331
Total liabilities measured at fair value	$	7,331	$	—	$	—	$	7,331



	As of December 31, 2014
	Aggregate Fair Value		Level 1		Level 2		Level 3
Assets:
Money market accounts	$	81,244	$	81,244	$	—	$	—
Commercial paper	54,844		—		54,844		—
Total assets measured at fair value	$	136,088	$	81,244	$	54,844	$	—
Liabilities:
Acquisition related contingent consideration	$	2,560	$	—	$	—	$	2,560
Total liabilities measured at fair value	$	2,560	$	—	$	—	$	2,560

The Company’s investments classified as level 2 are priced using quoted market prices for identical assets which are subject to infrequent transactions. Cash equivalents consist of balances in money market accounts which are classified as a level 1 measurement based on bank reporting. The Company reassesses the fair value of contingent consideration to be settled in cash related to the PremiumBeat and WebDAM acquisitions on a quarterly basis using the Black-Scholes and Monte Carlo simulation models, respectively. These contingencies are considered a level 3 measurement. Significant assumptions used in the measurement include probabilities of achieving certain milestones and discount rates which are based on unobservable inputs that are supported by little or no market activity and reflect the Company’s own assumptions in measuring fair value. As a result of a shorter discounting period, the Company recorded changes in the fair value of the contingent consideration in the amount of $540 and $1,440 during the three and nine months ended September 30, 2015, respectively, and recorded changes in the fair value of the contingent consideration in the amount of $70 and $110 during the three and nine months ended September 30, 2014, respectively. The Company records changes in the fair value of the contingent consideration in other (expense) income, net. As of September 30, 2015, the fair value of the contingent consideration increased to $7,331 based on its current fair value, of which $2,850 related to the WebDAM acquisition is included in other liabilities and $4,481 related to the PremiumBeat acquisition is included in other non-current liabilities.

Cash, accounts receivable, restricted cash, accounts payable, accrued expenses and deferred revenue carrying amounts approximate fair value because of the short-term nature of these instruments. The Company’s non-financial assets, which include property and equipment, intangible assets and goodwill, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur, or if an annual impairment test is required and the Company is required to evaluate the non-financial asset for impairment, a resulting asset impairment would require that the non-financial asset be recorded at the fair value.

- Definition

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

+ References + Details

Revenue By Geographic Area

9 Months Ended

Sep. 30, 2015

Segment Reporting [Abstract]

Revenue By Geographic Area

The following table presents the Company’s revenue based on customer location:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
North America	$	42,153	$	32,119	$	120,848	$	87,896
Europe	35,453		28,240		104,499		83,452
Rest of the world	29,654		23,371		83,800		65,397
Total revenue	$	107,260	$	83,730	$	309,147	$	236,745

Included in North America is the United States which comprised 34% of total revenue for the three and nine months ended September 30, 2015 and 32% of total revenue for the three and nine months ended September 30, 2014. Included in Europe is the United Kingdom which comprised 11% of total revenue for the three and nine months ended September 30, 2015. For the three and nine months ended September 30, 2014, the United Kingdom revenue was less than 10% of total revenue. No other country accounts for more than 10% of the Company’s revenue in any period presented.

The Company’s long-lived tangible assets were located as follows:



	September 30,		December 31,
	2015		2014
North America	$	29,473	$	26,651
Europe	404		93
Total long-lived tangible assets	$	29,877	$	26,744

- 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
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Reference 2: http://www.xbrl.org/2003/role/presentationRef
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-Publisher FASB
-Name Accounting Standards Codification
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Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

The Company’s goodwill balance is attributable to its Bigstockphoto (“Bigstock”), Editorial (which includes goodwill related to Rex Features), Music (which includes goodwill related to PremiumBeat) and WebDAM reporting units and is tested for impairment at least annually on October 1 or upon a triggering event. The following table summarizes the changes in the Company’s goodwill balance through September 30, 2015:



	Consolidated			Content Business			Other Category
Balance as of December 31, 2014	$	10,186		$	1,423		$	8,763
Goodwill related to acquisitions	$	44,767		44,767			—
Foreign currency translation adjustment	$	(2,783	)	(2,783		)	—
Balance as of September 30, 2015	$	52,170		$	43,407		$	8,763

Intangible assets consist of the following as of September 30, 2015 and December 31, 2014:



	As of September 30, 2015
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Contractual Weighted Average Life (Years)
Amortizing intangible assets:
Customer relationship	$	19,921	$	(2,546	)	$	17,375	9
Trade name	7,261		(952		)	6,309		7
Developed technology	3,806		(867		)	2,939		4
Contributor content	4,403		(437		)	3,966		9
Patents	193		(38		)	155		17
Domain name	97		(23		)	74		14
Total	$	35,681	$	(4,863	)	$	30,818



	As of December 31, 2014
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted Average Life (Years)
Amortizing intangible assets:
Customer relationship	$	3,400	$	(921	)	$	2,479	6
Trade name	900		(230		)	670		9
Developed technology	600		(68		)	532		7
Contributor content	450		(159		)	291		15
Patents	193		(30		)	163		17
Domain name	97		(19		)	78		14
Total (1)	$	5,640	$	(1,427	)	$	4,213

______________________________________

(1) During the year ended December 31, 2014, the Company acquired the non-exclusive licensing rights to distribute certain digital content in perpetuity in the amount of $721. The Company had not yet placed the digital content into service as of December 31, 2014 and therefore the amount is excluded from the corresponding table.

Amortization expense was $1,269 and $167 for the three months ended September 30, 2015 and 2014, respectively, and $3,475 and $385 for the nine months ended September 30, 2015 and 2014, respectively. The Company also determined that there was no indication of impairment of the intangible assets for any period presented. Estimated amortization expense for the next five years is: $1,264 for the remaining three months of 2015, $5,056 in 2016, $5,056 in 2017, $4,055 in 2018, $3,722 in 2019 and $11,665 thereafter.

- 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, 2015

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment is summarized as follows:



	September 30,			December 31,
	2015			2014
Computer equipment and software	$	32,163		$	24,179
Furniture and fixtures	2,851			2,336
Leasehold improvements	14,472			13,954
Property and equipment	49,486			40,469
Less accumulated depreciation	(19,609		)	(13,725		)
Property and equipment, net	$	29,877		$	26,744

Depreciation expense amounted to $2,600 and $1,958 for the three months ended September 30, 2015 and 2014, respectively, and $6,888 and $5,372 for the nine months ended September 30, 2015 and 2014, respectively. Depreciation expense is included in cost of revenue and general and administrative expense based on the nature of the asset being depreciated.

Accrued Expenses

9 Months Ended

Sep. 30, 2015

Payables and Accruals [Abstract]

Accrued Expenses

Accrued expenses consist of the following:



	September 30,		December 31,
	2015		2014
Compensation	$	8,649	$	8,312
Royalty tax withholdings	6,699		5,987
Non-income taxes	6,107		4,670
Payroll tax withholdings	611		478
Professional fees	916		1,708
Marketing expenses	460		794
Other expenses	4,520		3,033
Total accrued expenses	$	27,962	$	24,982

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2015
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company’s effective tax rates for the three months ended September 30, 2015 and 2014 are 39.2% and 40.3%, respectively. The Company’s effective tax rates for the nine months ended September 30, 2015 and 2014 are 41.9% and 42.9%, respectively. The Company's effective tax rate excludes losses from jurisdictions for which no tax benefit can be recognized. For the three and nine months ended September 30, 2015, the inclusion of these losses would increase the effective tax rate by 4.8% and 2.0%, respectively. The Company incurred discrete tax items, the net effect of which decreased the effective tax rate by 1.4% and increased the effective tax rate by 0.6% for the three and nine months ended September 30, 2015, respectively. The Company has computed the provision for income taxes based on the estimated annual effective tax rates and the application of discrete items, if any, in the applicable period. The effective tax rate differs from the statutory tax rate due primarily to non-deductible expenses related to non-cash equity-based compensation and meals and entertainment. During the three and nine months ended September 30, 2015, the Company recorded unrecognized tax benefits in the amount of $0 and $11 for uncertain tax positions taken in prior years. During the three and nine months ended September 30, 2014, the Company did not record additional unrecognized tax benefits. During the three and nine months ended September 30, 2015, the Company recognized a tax benefit in the amount of $491 related to the release of the reserve for a prior year's uncertain tax position due to a lapse in the statute of limitations. To the extent the remaining unrecognized tax benefits are ultimately recognized, the Company’s effective tax rate may be impacted in future periods. The Company recognizes interest expense and tax penalties related to unrecognized tax benefits in income tax expense in the consolidated statements of operations. The Company accrued interest and penalties related to unrecognized tax benefits in the amount of $16 and $25 for the three months ended September 30, 2015 and 2014, respectively, and $70 and $72 for the nine months ended September 30, 2015 and 2014, respectively. It is the Company’s practice and intention to indefinitely reinvest the earnings of its foreign subsidiaries in those operations. As of September 30, 2015, the excess of the amount for financial reporting over the tax basis of investment in these foreign subsidiaries is insignificant and the unrecognized deferred tax liability is not material.

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies The Company leases facilities under agreements accounted for as operating leases. Rental expense, inclusive of operating leases, for the three months ended September 30, 2015 and 2014 was $1,229 and $999, respectively, and for the nine months ended September 30, 2015 and 2014 was $3,555 and $3,167, 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 taxes and operating expense increases. On March 21, 2013, the Company entered into an operating lease agreement to lease its new office facility in New York, New York. In connection with the lease agreement, the Company entered into a letter of credit in the amount of $1,829 as a security deposit for the leased facilities. The letter of credit was collateralized by $1,829 of cash as of September 30, 2015 and December 31, 2014, and as such, is considered to be restricted cash and is included in other assets in the consolidated balance sheet. The lease term is eleven years from the commencement date and aggregate future minimum payments under the lease, as amended, are approximately $34,900. Capital Expenditures As of September 30, 2015, the Company had no significant purchase commitments related to capital expenditures. As of December 31, 2014, the Company had committed to purchase approximately $1,400 of data server equipment related to expansion of the existing business. Other Obligations As of September 30, 2015 and December 31, 2014, the Company had other obligations in the amount of approximately $26,000 and $9,400, respectively, which consisted primarily of minimum royalty guarantees and unconditional purchase obligations related to contracts for infrastructure services. As of September 30, 2015, the Company’s other obligations for the remainder of 2015 and for the years ending December 31, 2016, 2017, 2018, 2019 and 2020 were approximately $3,900, $7,800, $5,100, $2,700, $3,000 and $3,500 respectively. Legal Matters From time to time, the Company may become party to litigation in the ordinary course of business, including direct claims brought by or against the Company with respect to intellectual property, contracts, employment and other matters, as well as claims brought against the Company’s customers for whom the Company has a contractual indemnification obligation. The Company assesses the likelihood of any adverse judgments or outcomes with respect to these matters and determines loss contingency assessments on a gross basis after assessing the probability of incurrence of a loss and whether a loss is reasonably estimable. In addition, the Company considers other relevant factors that could impact its ability to reasonably estimate a loss. A determination of the amount of reserves required, if any, for these contingencies is made after analyzing each matter. The Company reviews reserves, if any, at least quarterly and may change the amount of any such reserve in the future due to new developments or changes in strategy in handling these matters. Although the results of litigation and threats of litigation, investigations and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these matters will not have a material adverse effect on its business, consolidated financial position, results of operations, or cash flows. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. The Company currently has no material active litigation matters and, as such, no material reserves related to litigation. Indemnification 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 losses which are directly attributable to a breach of Company’s warranties covering third party intellectual property, publicity and privacy rights. The Company is not responsible for any damages, costs, or losses to the extent such damages, costs or losses arise as a result of the modifications made by the customer, or the context in which an image is used. The maximum aggregate obligation and liability for all claims related to a single downloaded image, video clip or music track ranges from the purchase price of such downloaded content to unlimited indemnification. As of September 30, 2015 and December 31, 2014, the Company had recorded no material 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 agreements and indemnification agreements with certain executive officers and 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.

Employee Benefit Plans	9 Months Ended
Employee Benefit Plans	Sep. 30, 2015
Compensation and Retirement Disclosure [Abstract]
Employee Benefit Plans	Employee Benefit Plans The Company has a 401(k) defined contribution plan and provides for annual discretionary employer matching contributions not to exceed 3% of employees’ base compensation per year. Matching contributions are fully vested and non-forfeitable at all times. The Company recorded employer matching contributions of $372 and $264 for the three months ended September 30, 2015 and 2014, respectively, and $1,049 and $710 for the nine months ended September 30, 2015 and 2014, respectively.

Shareholders' Equity and Equity-Based Compensation

9 Months Ended

Sep. 30, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Shareholders' Equity and Equity-Based Compensation

The Company recognizes stock-based compensation expense for all share-based payment awards including employee stock options, restricted stock awards and RSUs granted under the 2012 Plan (and formerly under the VAR Plan) and sales of shares of common stock under the 2012 ESPP based on each award's fair value on the grant date.

The following table summarizes non-cash equity-based compensation expense, net of forfeitures, by line item included in the accompanying consolidated statements of operations for the three and nine months ended September 30, 2015 and 2014:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Cost of revenue	$	496	$	336	$	1,444	$	953
Sales and marketing	1,364		819		4,110		2,689
Product development	1,743		1,805		5,863		4,529
General and administrative	4,080		3,375		11,354		7,557
Total	$	7,683	$	6,335	$	22,771	$	15,728

The following table summarizes non-cash equity-based compensation expense, net of forfeitures, by award type included in the accompanying consolidated statements of operations for the three and nine months ended September 30, 2015 and 2014:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Stock options	$	2,663	$	2,197	$	6,486	$	5,926
Restricted stock units	4,724		3,234		15,244		7,516
ESPP shares	169		225		589		598
Restricted stock units related to the acquisition of WebDAM	127		420		452		911
Restricted stock awards	—		259		—		777
Total	$	7,683	$	6,335	$	22,771	$	15,728

Stock Option Awards

The following table presents a summary of the Company’s stock option awards activity for the nine months ended September 30, 2015:



	Plan Options		Weighted Average Exercise Price
Options outstanding at December 31, 2014	1,771,440		$	41.61
Options granted	1,250		17.00
Options exercised	(312,330	)	18.87
Options cancelled or forfeited	(105,779	)	43.14
Options outstanding at September 30, 2015	1,354,581		$	46.71

Vested and exercisable at September 30, 2015	541,048		$	26.77

The approximate intrinsic value of the total stock options outstanding at September 30, 2015 and at December 31, 2014 is as follows:



	September 30,		December 31,
	2015		2014
Total options outstanding	$	7,400	$	48,700
Total options exercisable	$	5,500	$	29,800
Total options vested and expected to vest	$	7,400	$	50,600

The following weighted average assumptions were used in the fair value calculation of stock options granted during the nine months ended September 30, 2015 and 2014:



	Nine Months Ended September 30,
	2015		2014
Expected term (in years)	2		6.3 - 10
Volatility	48	%	49	%
Risk-free interest rate	0.7	%	2.1% - 2.8%
Dividend yield	—		—

As of September 30, 2015, the total unrecognized compensation charge related to 2012 Plan non-vested options was approximately $21,500, which was expected to be recognized through the fiscal year ending December 31, 2020.

Restricted Stock Units and Restricted Stock Awards

The following table presents a summary of the Company’s RSU activity for the nine months ended September 30, 2015:



	Plan Options		Weighted Average Fair Value
Non-vested balance at December 31, 2014	652,897		$	81.45
Units granted	761,564		57.60
Units vested	(177,191	)	78.96
Units cancelled or forfeited	(223,710	)	78.02
Non-vested balance at September 30, 2015	1,013,560		$	64.72

In connection with the Reorganization, membership interests in the LLC were exchanged for restricted and unrestricted shares of the Company’s common stock. The Amended and Restated Restricted Stock Agreement entered into by the Company with an executive governs the terms of the restricted stock inclusive of service vesting terms. As the restricted shares vest, the awards' restrictions will be removed. Charges related to restricted stock awards are included in general and administrative expense.

In connection with the WebDAM acquisition, in order to retain the services of certain former WebDAM employees, the Company granted RSUs that vest over two years from the date of acquisition. As these equity awards are subject to post-acquisition employment, the Company accounts for them as compensation expense. A portion of these equity awards are accounted for as liability-classified awards because the obligations are based on fixed monetary amounts that are known at the inception of the obligation to be settled with a variable number of shares of the Company’s common stock when the equity awards vest.

As of September 30, 2015, the total unrecognized non-cash equity-based compensation charge related to the 2012 Plan non-vested restricted stock and RSUs was approximately $53,400, which is expected to be recognized through fiscal year 2020.

Employee Stock Purchase Plan

As of September 30, 2015, 153,133 shares of the Company’s common stock have been issued under the 2012 ESPP.

Stock Repurchase Program

In October 2015, the Company's Board of Directors has approved a stock repurchase program, pursuant to which the Company is authorized to purchase up to $100 million of its common stock. The Company expects to fund repurchases through a combination of cash on hand, cash generated by operations and future financing transactions, if needed. Accordingly, the Company's stock repurchase program is subject to the Company having available cash to fund repurchases. Under the program, management is authorized to purchase shares from time to time through open market purchases or privately negotiated transactions at prevailing prices as permitted by securities laws and other legal requirements, and subject to market conditions and other factors.

Other Expense, Net

9 Months Ended

Sep. 30, 2015

Other Nonoperating Income (Expense) [Abstract]

Other (Expense) Income, Net

Other Expense, Net

The following table presents a summary of the Company’s other (expense) income activity included in the accompanying consolidated statements of operations for the three and nine months ended September 30, 2015 and 2014:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Foreign currency loss	$	(244	)	$	(323	)	$	(1,951	)	$	(279	)
Change in fair value of contingent consideration	(540		)	(70		)	(1,440		)	(110		)
Interest income	17			20			5			62
Total expense	$	(767	)	$	(373	)	$	(3,386	)	$	(327	)

Summary of Operations and Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

Principles of Consolidation

Unaudited Interim Financial Statements

Equity-Based Compensation

•


•	Expected Term. The expected term is estimated using the simplified method allowed under SEC guidance.

•


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

•

Income Taxes

Net Income Per Share

Recently Issued Accounting Standard Updates

Summary of Operations and Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2015

Acquisition Activity

Schedule of unaudited pro forma consolidated financial information



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Revenue	$	107,260	$	89,971	$	310,419	$	254,690
Net income	$	4,103	$	5,041	$	12,687	$	15,197

Net Income Per Share

Schedule of reconciliation of assumed exercised shares used in calculating basic and diluted net income (loss) share available to common stockholders

A reconciliation of assumed exercised shares used in calculating basic and diluted net income per share available to common stockholders follows:



	Three Months Ended September 30,		Nine Months Ended September 30,
	2015	2014	2015	2014

Basic	36,039,907	35,304,066	35,847,748	35,161,644
Stock options and employee stock purchase plan shares	230,137	552,282	337,018	627,845
Unvested restricted stock awards and RSUs	—	75,106	84,301	93,713
Diluted	36,270,044	35,931,454	36,269,067	35,883,202


Dilutive securities included in the calculation	681,292	2,136,637	1,538,384	2,161,146
Anti-dilutive securities excluded from the calculation	1,793,106	617,250	1,056,039	472,977

Rex Features

Acquisition Activity

Schedule of preliminary aggregate purchase price allocated to assets acquired and liabilities assumed

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



Assets:
Cash	$	1,525
Accounts receivables	2,908
Other assets	356
Fixed assets	92
Intangible Assets:
Customer relationships	13,768
Trade name	4,993
Developed technology	3,026
Photo library	484
Goodwill	14,918
Total assets acquired	$	42,070
Liabilities:
Accounts payable	$	(253	)
Contributor payable	(2,249		)
Accrued expenses	(2,387		)
Deferred tax liability	(4,454		)
Total liabilities assumed	$	(9,343	)
Total	$	32,727

Arbour Interactive Inc (PremiumBeat)

Acquisition Activity

Schedule of preliminary aggregate purchase price allocated to assets acquired and liabilities assumed

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



Assets:
Other assets	$	963
Fixed assets	205
Intangible Assets:
Customer relationships	3,000
Trade name	1,400
Music catalog	584
Developed technology	178
Goodwill	29,849
Deferred tax asset	229
Total assets acquired	$	36,408
Liabilities:
Contributor payable	$	(896	)
Accrued expenses	(44		)
Deferred revenue	(23		)
Total liabilities assumed	$	(963	)
Total	$	35,445

Virtual Moment, LLC (WebDAM)

Acquisition Activity

Schedule of preliminary aggregate purchase price allocated to assets acquired and liabilities assumed

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



Assets:
Other assets	$	836
Intangible assets:
Trade name	500
Customer relationships	2,800
Developed technology	600
Goodwill	8,763
Total assets acquired	$	13,499
Total liabilities assumed	(1,083		)
Total	$	12,416

Short Term Investments and Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2015

Fair Value Disclosures [Abstract]

Schedule of short-term investments

Short term investments are summarized as follows:



	As of September 30, 2015
	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Market Value
Commercial paper	$	52,493	$	—	$	(2	)	$	52,491
Total	$	52,493	$	—	$	(2	)	$	52,491



	As of December 31, 2014
	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Market Value
Commercial paper	$	54,848	$	—	$	(4	)	$	54,844
Total	$	54,848	$	—	$	(4	)	$	54,844

Schedule of fair value measurements

The following tables present the Company’s fair value hierarchy for its assets and liabilities:



	As of September 30, 2015
	Aggregate Fair Value		Level 1		Level 2		Level 3
Assets:
Money market accounts	$	83,710	$	83,710	$	—	$	—
Commercial paper	52,491		—		52,491		—
Total assets measured at fair value	$	136,201	$	83,710	$	52,491	$	—
Liabilities:
Acquisition related contingent consideration	$	7,331	$	—	$	—	$	7,331
Total liabilities measured at fair value	$	7,331	$	—	$	—	$	7,331



	As of December 31, 2014
	Aggregate Fair Value		Level 1		Level 2		Level 3
Assets:
Money market accounts	$	81,244	$	81,244	$	—	$	—
Commercial paper	54,844		—		54,844		—
Total assets measured at fair value	$	136,088	$	81,244	$	54,844	$	—
Liabilities:
Acquisition related contingent consideration	$	2,560	$	—	$	—	$	2,560
Total liabilities measured at fair value	$	2,560	$	—	$	—	$	2,560

- Definition

Tabular disclosure of available-for-sale securities which includes, but is not limited to, changes in the cost basis and fair value, fair value and gross unrealized gain (loss), fair values by type of security, contractual maturity and classification, amortized cost basis, contracts to acquire securities to be accounted for as available-for-sale, debt maturities, transfers to trading, change in net unrealized holding gain (loss) net of tax, continuous unrealized loss position fair value, aggregate losses qualitative disclosures, other than temporary impairment (OTTI) losses or other disclosures related to available for sale securities.

+ References + Details

Revenue By Geographic Area (Tables)

9 Months Ended

Sep. 30, 2015

Segment Reporting [Abstract]

Revenue from External Customers by Geographic Areas

The following table presents the Company’s revenue based on customer location:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
North America	$	42,153	$	32,119	$	120,848	$	87,896
Europe	35,453		28,240		104,499		83,452
Rest of the world	29,654		23,371		83,800		65,397
Total revenue	$	107,260	$	83,730	$	309,147	$	236,745

Long-lived Assets by Geographic Areas

The Company’s long-lived tangible assets were located as follows:



	September 30,		December 31,
	2015		2014
North America	$	29,473	$	26,651
Europe	404		93
Total long-lived tangible assets	$	29,877	$	26,744

Goodwill and Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of changes in goodwill

The following table summarizes the changes in the Company’s goodwill balance through September 30, 2015:



	Consolidated			Content Business			Other Category
Balance as of December 31, 2014	$	10,186		$	1,423		$	8,763
Goodwill related to acquisitions	$	44,767		44,767			—
Foreign currency translation adjustment	$	(2,783	)	(2,783		)	—
Balance as of September 30, 2015	$	52,170		$	43,407		$	8,763

Schedule of intangible assets

Intangible assets consist of the following as of September 30, 2015 and December 31, 2014:



	As of September 30, 2015
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Contractual Weighted Average Life (Years)
Amortizing intangible assets:
Customer relationship	$	19,921	$	(2,546	)	$	17,375	9
Trade name	7,261		(952		)	6,309		7
Developed technology	3,806		(867		)	2,939		4
Contributor content	4,403		(437		)	3,966		9
Patents	193		(38		)	155		17
Domain name	97		(23		)	74		14
Total	$	35,681	$	(4,863	)	$	30,818



	As of December 31, 2014
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Weighted Average Life (Years)
Amortizing intangible assets:
Customer relationship	$	3,400	$	(921	)	$	2,479	6
Trade name	900		(230		)	670		9
Developed technology	600		(68		)	532		7
Contributor content	450		(159		)	291		15
Patents	193		(30		)	163		17
Domain name	97		(19		)	78		14
Total (1)	$	5,640	$	(1,427	)	$	4,213

______________________________________

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2015

Property, Plant and Equipment [Abstract]

Summary of property and equipment

Property and equipment is summarized as follows:



	September 30,			December 31,
	2015			2014
Computer equipment and software	$	32,163		$	24,179
Furniture and fixtures	2,851			2,336
Leasehold improvements	14,472			13,954
Property and equipment	49,486			40,469
Less accumulated depreciation	(19,609		)	(13,725		)
Property and equipment, net	$	29,877		$	26,744

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2015

Payables and Accruals [Abstract]

Schedule of accrued expenses

Accrued expenses consist of the following:



	September 30,		December 31,
	2015		2014
Compensation	$	8,649	$	8,312
Royalty tax withholdings	6,699		5,987
Non-income taxes	6,107		4,670
Payroll tax withholdings	611		478
Professional fees	916		1,708
Marketing expenses	460		794
Other expenses	4,520		3,033
Total accrued expenses	$	27,962	$	24,982

Shareholders' Equity and Equity-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of non-cash equity-based compensation expense included in the Company's statement of operations

The approximate intrinsic value of the total stock options outstanding at September 30, 2015 and at December 31, 2014 is as follows:



	September 30,		December 31,
	2015		2014
Total options outstanding	$	7,400	$	48,700
Total options exercisable	$	5,500	$	29,800
Total options vested and expected to vest	$	7,400	$	50,600



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Cost of revenue	$	496	$	336	$	1,444	$	953
Sales and marketing	1,364		819		4,110		2,689
Product development	1,743		1,805		5,863		4,529
General and administrative	4,080		3,375		11,354		7,557
Total	$	7,683	$	6,335	$	22,771	$	15,728



	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Stock options	$	2,663	$	2,197	$	6,486	$	5,926
Restricted stock units	4,724		3,234		15,244		7,516
ESPP shares	169		225		589		598
Restricted stock units related to the acquisition of WebDAM	127		420		452		911
Restricted stock awards	—		259		—		777
Total	$	7,683	$	6,335	$	22,771	$	15,728

Schedule of stock options awards activity

The following table presents a summary of the Company’s stock option awards activity for the nine months ended September 30, 2015:



	Plan Options		Weighted Average Exercise Price
Options outstanding at December 31, 2014	1,771,440		$	41.61
Options granted	1,250		17.00
Options exercised	(312,330	)	18.87
Options cancelled or forfeited	(105,779	)	43.14
Options outstanding at September 30, 2015	1,354,581		$	46.71

Vested and exercisable at September 30, 2015	541,048		$	26.77

Schedule of weighted average assumptions used in the fair value calculation

The following weighted average assumptions were used in the fair value calculation of stock options granted during the nine months ended September 30, 2015 and 2014:



	Nine Months Ended September 30,
	2015		2014
Expected term (in years)	2		6.3 - 10
Volatility	48	%	49	%
Risk-free interest rate	0.7	%	2.1% - 2.8%
Dividend yield	—		—

Schedule of restricted stock unit ("RSUs") activity

The following table presents a summary of the Company’s RSU activity for the nine months ended September 30, 2015:



	Plan Options		Weighted Average Fair Value
Non-vested balance at December 31, 2014	652,897		$	81.45
Units granted	761,564		57.60
Units vested	(177,191	)	78.96
Units cancelled or forfeited	(223,710	)	78.02
Non-vested balance at September 30, 2015	1,013,560		$	64.72

Other Expense, Net (Tables)

9 Months Ended

Sep. 30, 2015

Other Nonoperating Income (Expense) [Abstract]

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



	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Foreign currency loss	$	(244	)	$	(323	)	$	(1,951	)	$	(279	)
Change in fair value of contingent consideration	(540		)	(70		)	(1,440		)	(110		)
Interest income	17			20			5			62
Total expense	$	(767	)	$	(373	)	$	(3,386	)	$	(327	)

Summary of Operations and Significant Accounting Policies (Details) - USD ($) $ in Thousands				3 Months Ended		9 Months Ended
	Jan. 22, 2015	Jan. 19, 2015	Mar. 14, 2014	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Acquisition Activity
Cash payment						$ 62,379	$ 10,056
Intangible Assets:
Goodwill				$ 52,170		52,170		$ 10,186
2015 Acquisitions
Pro forma consolidated financial information
Revenue				107,260	$ 89,971	310,419	254,690
Net income				4,103	5,041	12,687	15,197
Rex Features
Acquisition Activity
Total purchase price		$ 32,727
Assets:
Cash		1,525
Accounts receivables		2,908
Other assets		356
Fixed assets		92
Intangible Assets:
Goodwill		14,918
Total assets acquired		42,070
Liabilities:
Accounts payable		(253)
Contributor payable		(2,249)
Accrued expenses		(2,387)
Deferred tax liability		(4,454)
Total liabilities assumed		(9,343)
Total		$ 32,727
Weighted average life of identifiable intangible assets		8 years
Rex Features \| Customer relationships
Intangible Assets:
Intangible assets		$ 13,768
Rex Features \| Trade name
Intangible Assets:
Intangible assets		4,993
Rex Features \| Developed technology
Intangible Assets:
Intangible assets		3,026
Rex Features \| Photo library
Intangible Assets:
Intangible assets		$ 484
Rex Features \| General and administrative
Liabilities:
Professional fees				0		143
Arbour Interactive Inc (PremiumBeat)
Acquisition Activity
Total purchase price	$ 35,445
Cash payment	31,700
Contingent consideration	3,745
Cash payment contingent upon achievement of performance criteria	10,000
Assets:
Other assets	963
Fixed assets	205
Intangible Assets:
Goodwill (tax deductible)	29,849
Deferred tax asset	229
Total assets acquired	36,408
Liabilities:
Contributor payable	(896)
Accrued expenses	(44)
Deferred revenue	(23)
Total liabilities assumed	(963)
Total	$ 35,445
Weighted average life of identifiable intangible assets	6 years
Arbour Interactive Inc (PremiumBeat) \| Customer relationships
Intangible Assets:
Intangible assets	$ 3,000
Arbour Interactive Inc (PremiumBeat) \| Trade name
Intangible Assets:
Intangible assets	1,400
Arbour Interactive Inc (PremiumBeat) \| Developed technology
Intangible Assets:
Intangible assets	178
Arbour Interactive Inc (PremiumBeat) \| Music catalog
Intangible Assets:
Intangible assets	$ 584
Arbour Interactive Inc (PremiumBeat) \| General and administrative
Liabilities:
Professional fees				$ 0		$ 244
Virtual Moment, LLC (WebDAM)
Acquisition Activity
Total purchase price			$ 12,416
Cash payment			10,056
Contingent consideration			2,360
Cash payment contingent upon achievement of performance criteria			4,000
Assets:
Other assets			836
Intangible Assets:
Goodwill (tax deductible)			8,763
Total assets acquired			13,499
Liabilities:
Total liabilities assumed			(1,083)
Total			$ 12,416
Weighted average life of identifiable intangible assets			7 years
Virtual Moment, LLC (WebDAM) \| Customer relationships
Intangible Assets:
Intangible assets			$ 2,800
Virtual Moment, LLC (WebDAM) \| Trade name
Intangible Assets:
Intangible assets			500
Virtual Moment, LLC (WebDAM) \| Developed technology
Intangible Assets:
Intangible assets			$ 600
Virtual Moment, LLC (WebDAM) \| General and administrative
Liabilities:
Professional fees					$ 0		$ 300

Summary of Operations and Significant Accounting Policies (Details 2) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Restricted Cash
Restricted cash related to security deposits for leased office locations that expires in next twelve months		$ 182
Deferred Rent
Deferred rent balance	$ 8,201	8,036
Deferred rent current balance	704	693
Deferred rent non-current balance	7,497	7,343
Other assets
Restricted Cash
Restricted cash related to security deposits for leased office location that expires in 2024	$ 1,829	$ 1,829

Summary of Operations and Significant Accounting Policies (Details 3) $ in Thousands	9 Months Ended
	Sep. 30, 2015 USD ($) plan	Dec. 31, 2014 USD ($)
Revenue recognition
Chargeback and sales refund allowances \| $	$ 680	$ 660
Number of subscription or usage based plans \| plan	3
Period of revenue recognition for undelivered elements	1 year
Estimated customer relationship period	3 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 4)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Stock Option
Equity-Based Compensation
Expected dividend yield (as a percent)	0.00%	0.00%
VAR Plan
Equity-Based Compensation
Expected dividend yield (as a percent)	0.00%
2012 Plan \| Stock Option
Equity-Based Compensation
Vesting period	4 years
2012 Plan \| Restricted stock units
Equity-Based Compensation
Vesting period	3 years
2012 ESPP \| Employee stock purchase plan
Equity-Based Compensation
Vesting period	6 months

Summary of Operations and Significant Accounting Policies (Details 5) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Net Income Per Share
Number of shares to purchase, the effect of which is included in diluted net income available to common stockholders	681,292	2,136,637	1,538,384	2,161,146
Anti-dilutive shares excluded from diluted net income available to common stockholders	1,793,106	617,250	1,056,039	472,977
Reconciliation of assumed exercised shares used in calculating basic and diluted net income (loss) share available to common shareholders
Basic (in shares)	36,039,907	35,304,066	35,847,748	35,161,644
Stock options and employee stock purchase plan shares (in shares)	230,137	552,282	337,018	627,845
Unvested restricted stock awards (in shares)	0	75,106	84,301	93,713
Diluted (in shares)	36,270,044	35,931,454	36,269,067	35,883,202

Short Term Investments and Fair Value Measurements (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Short term investments and fair value measurements
Amortized Cost	$ 52,493	$ 54,848
Unrealized Gains	0	0
Unrealized Losses	(2)	(4)
Estimated Fair Market Value	52,491	54,844
Commercial paper
Short term investments and fair value measurements
Amortized Cost	52,493	54,848
Unrealized Gains	0	0
Unrealized Losses	(2)	(4)
Estimated Fair Market Value	$ 52,491	$ 54,844

Short Term Investments and Fair Value Measurements (Details 2) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Contingent consideration
Changes in fair value of contingent consideration	$ 540	$ 70	$ 1,440	$ 110
Estimate of Fair Value Measurement \| Recurring Basis
Assets:
Total assets measured at fair value	136,201		136,201		$ 136,088
Liabilities:
Total liabilities measured at fair value	7,331		7,331		2,560
Estimate of Fair Value Measurement \| Recurring Basis \| Other Nonoperating Income (Expense)
Contingent consideration
Changes in fair value of contingent consideration	540	$ 70	1,440	$ 110
Estimate of Fair Value Measurement \| Recurring Basis \| Acquisition related contingent consideration
Liabilities:
Total liabilities measured at fair value	7,331		7,331		2,560
Contingent consideration
Fair value of contingent consideration	7,331		7,331
Estimate of Fair Value Measurement \| Recurring Basis \| Money market accounts
Assets:
Total assets measured at fair value	83,710		83,710		81,244
Estimate of Fair Value Measurement \| Recurring Basis \| Commercial Paper
Assets:
Total assets measured at fair value	52,491		52,491		54,844
Estimate of Fair Value Measurement \| Recurring Basis \| Level 1
Assets:
Total assets measured at fair value	83,710		83,710		81,244
Liabilities:
Total liabilities measured at fair value	0		0		0
Estimate of Fair Value Measurement \| Recurring Basis \| Level 1 \| Acquisition related contingent consideration
Liabilities:
Total liabilities measured at fair value	0		0		0
Estimate of Fair Value Measurement \| Recurring Basis \| Level 1 \| Money market accounts
Assets:
Total assets measured at fair value	83,710		83,710		81,244
Estimate of Fair Value Measurement \| Recurring Basis \| Level 1 \| Commercial Paper
Assets:
Total assets measured at fair value					0
Estimate of Fair Value Measurement \| Recurring Basis \| Level 2
Assets:
Total assets measured at fair value	52,491		52,491		54,844
Liabilities:
Total liabilities measured at fair value	0		0		0
Estimate of Fair Value Measurement \| Recurring Basis \| Level 2 \| Acquisition related contingent consideration
Liabilities:
Total liabilities measured at fair value	0		0		0
Estimate of Fair Value Measurement \| Recurring Basis \| Level 2 \| Money market accounts
Assets:
Total assets measured at fair value					0
Estimate of Fair Value Measurement \| Recurring Basis \| Level 2 \| Commercial Paper
Assets:
Total assets measured at fair value	52,491		52,491		54,844
Estimate of Fair Value Measurement \| Recurring Basis \| Level 3
Assets:
Total assets measured at fair value	0		0		0
Liabilities:
Total liabilities measured at fair value	7,331		7,331		2,560
Estimate of Fair Value Measurement \| Recurring Basis \| Level 3 \| Acquisition related contingent consideration
Liabilities:
Total liabilities measured at fair value	7,331		7,331		2,560
Estimate of Fair Value Measurement \| Recurring Basis \| Level 3 \| Acquisition related contingent consideration \| Virtual Moment, LLC (WebDAM) \| Other liabilities
Contingent consideration
Fair value of contingent consideration	2,850		2,850
Estimate of Fair Value Measurement \| Recurring Basis \| Level 3 \| Acquisition related contingent consideration \| Arbour Interactive Inc (PremiumBeat) \| Other non-current liabilities
Contingent consideration
Fair value of contingent consideration	$ 4,481		$ 4,481
Estimate of Fair Value Measurement \| Recurring Basis \| Level 3 \| Money market accounts
Assets:
Total assets measured at fair value					0
Estimate of Fair Value Measurement \| Recurring Basis \| Level 3 \| Commercial Paper
Assets:
Total assets measured at fair value					$ 0

Revenue By Geographic Area (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Geographic revenue based on customer location and long-lived tangible assets
Revenue	$ 107,260	$ 83,730	$ 309,147	$ 236,745
Long-lived tangible assets	29,877		29,877		$ 26,744
North America
Geographic revenue based on customer location and long-lived tangible assets
Revenue	42,153	$ 32,119	120,848	$ 87,896
Long-lived tangible assets	$ 29,473		$ 29,473		26,651
United States \| Total revenue \| Geographic concentration
Geographic revenue based on customer location and long-lived tangible assets
Concentration risk percentage	34.00%	32.00%	34.00%	32.00%
Europe
Geographic revenue based on customer location and long-lived tangible assets
Revenue	$ 35,453	$ 28,240	$ 104,499	$ 83,452
Long-lived tangible assets	$ 404		$ 404		$ 93
United Kingdom \| Total revenue \| Geographic concentration
Geographic revenue based on customer location and long-lived tangible assets
Concentration risk percentage	11.00%		11.00%
Rest of the world
Geographic revenue based on customer location and long-lived tangible assets
Revenue	$ 29,654	$ 23,371	$ 83,800	$ 65,397

Goodwill and Intangible Assets (Details) $ in Thousands	9 Months Ended
Goodwill and Intangible Assets (Details) $ in Thousands	Sep. 30, 2015 USD ($)
Changes in goodwill
Balance at the beginning of the period	$ 10,186
Goodwill related to acquisitions	44,767
Foreign currency translation adjustment	(2,783)
Balance at the end of the period	52,170
Content Business
Changes in goodwill
Balance at the beginning of the period	1,423
Goodwill related to acquisitions	44,767
Foreign currency translation adjustment	(2,783)
Balance at the end of the period	43,407
Other Category
Changes in goodwill
Balance at the beginning of the period	8,763
Goodwill related to acquisitions	0
Foreign currency translation adjustment	0
Balance at the end of the period	$ 8,763

Goodwill and Intangible Assets (Details 2) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Amortizing intangible assets:
Gross Carrying Amount	$ 35,681
Accumulated Amortization	(4,863)
Net Carrying Amount	30,818	$ 4,934
Customer relationships
Amortizing intangible assets:
Gross Carrying Amount	19,921	3,400
Accumulated Amortization	(2,546)	(921)
Net Carrying Amount	$ 17,375	$ 2,479
Customer relationships \| Contractual Weighted Average Life (Years)
Amortizing intangible assets:
Contractual Weighted Average Life (Years)	9 years	6 years
Trade name
Amortizing intangible assets:
Gross Carrying Amount	$ 7,261	$ 900
Accumulated Amortization	(952)	(230)
Net Carrying Amount	$ 6,309	$ 670
Trade name \| Contractual Weighted Average Life (Years)
Amortizing intangible assets:
Contractual Weighted Average Life (Years)	7 years	9 years
Developed technology
Amortizing intangible assets:
Gross Carrying Amount	$ 3,806	$ 600
Accumulated Amortization	(867)	(68)
Net Carrying Amount	$ 2,939	$ 532
Developed technology \| Contractual Weighted Average Life (Years)
Amortizing intangible assets:
Contractual Weighted Average Life (Years)	4 years	7 years
Contributor content
Amortizing intangible assets:
Gross Carrying Amount	$ 4,403	$ 450
Accumulated Amortization	(437)	(159)
Net Carrying Amount	$ 3,966	$ 291
Contributor content \| Contractual Weighted Average Life (Years)
Amortizing intangible assets:
Contractual Weighted Average Life (Years)	9 years	15 years
Digital content
Amortizing intangible assets:
Acquisition of digital content		$ 721
Patents
Amortizing intangible assets:
Gross Carrying Amount	$ 193	193
Accumulated Amortization	(38)	(30)
Net Carrying Amount	$ 155	$ 163
Patents \| Contractual Weighted Average Life (Years)
Amortizing intangible assets:
Contractual Weighted Average Life (Years)	17 years	17 years
Domain name
Amortizing intangible assets:
Gross Carrying Amount	$ 97	$ 97
Accumulated Amortization	(23)	(19)
Net Carrying Amount	$ 74	$ 78
Domain name \| Contractual Weighted Average Life (Years)
Amortizing intangible assets:
Contractual Weighted Average Life (Years)	14 years	14 years
Intangible assets excluding digital content
Amortizing intangible assets:
Gross Carrying Amount		$ 5,640
Accumulated Amortization		(1,427)
Net Carrying Amount		$ 4,213

Goodwill and Intangible Assets Goodwill and Intangible Assets (Details 3) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Amortization expense	$ 1,269	$ 167	$ 3,475	$ 385
Remainder of 2015	1,264		1,264
2016	5,056		5,056
2017	5,056		5,056
2018	4,055		4,055
2019	3,722		3,722
Thereafter	$ 11,665		$ 11,665

Property and Equipment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Property and Equipment
Property and equipment	$ 49,486		$ 49,486		$ 40,469
Less accumulated depreciation	(19,609)		(19,609)		(13,725)
Property and equipment, net	29,877		29,877		26,744
Depreciation expense	2,600	$ 1,958	6,888	$ 5,372
Computer equipment and software
Property and Equipment
Property and equipment	32,163		32,163		24,179
Furniture and fixtures
Property and Equipment
Property and equipment	2,851		2,851		2,336
Leasehold improvements
Property and Equipment
Property and equipment	$ 14,472		$ 14,472		$ 13,954

Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Payables and Accruals [Abstract]
Compensation	$ 8,649	$ 8,312
Royalty tax withholdings	6,699	5,987
Non-income taxes	6,107	4,670
Payroll tax withholdings	611	478
Professional fees	916	1,708
Marketing expenses	460	794
Other expenses	4,520	3,033
Total accrued expenses	$ 27,962	$ 24,982

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Income Tax Disclosure [Abstract]
Effective tax rate (as a percent)	39.20%	40.30%	41.90%	42.90%
Impact on effective tax rate from losses from jurisdictions where no benefit is recognized	4.80%		2.00%
State and local taxes, net of federal benefit (as a percent)	1.40%		0.60%
Unrecognized tax benefits	$ 0		$ 11
Recognized tax benefit	491		491
Unrecognized tax benefits, interest and penalties accrued	$ 16	$ 25	$ 70	$ 72

Commitments and Contingencies (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Mar. 21, 2013	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Operating leases
Rental expense inclusive of operating leases		$ 1,229	$ 999	$ 3,555	$ 3,167
Letter of credit as a security deposit for the leased facilities	$ 1,829
Term of lease	11 years
Future minimum lease payments under non-cancelable operating leases
Total minimum lease payments	$ 34,900
Other assets
Operating leases
Letter of credit collateralized as restricted cash		$ 1,829		$ 1,829		$ 1,829

Commitments and Contingencies (Details 2) - USD ($)	12 Months Ended
Commitments and Contingencies (Details 2) - USD ($)	Dec. 31, 2014	Sep. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
Commitment to purchase data server equipment	$ 1,400,000
Other obligations	9,400,000	$ 26,000,000
Maturity of unconditional purchase obligations
Remainder of 2015		3,900,000
2016		7,800,000
2017		5,100,000
2018		2,700,000
2019		3,000,000
2020		3,500,000
Indemnifications
Material indemnification obligation	$ 0	$ 0

Employee Benefit Plans (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Employee Benefit Plans (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Compensation and Retirement Disclosure [Abstract]
Annual discretionary employer matching contributions (as a percent)			3.00%
Employer matching contributions	$ 372	$ 264	$ 1,049	$ 710

Shareholders' Equity and Equity-Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Non-cash equity-based compensation expense related to the 2012 Plan and 2012 ESPP
Recognized compensation charge	$ 7,683	$ 6,335	$ 22,771	$ 15,728
Cost of revenue
Non-cash equity-based compensation expense related to the 2012 Plan and 2012 ESPP
Recognized compensation charge	496	336	1,444	953
Sales and marketing
Non-cash equity-based compensation expense related to the 2012 Plan and 2012 ESPP
Recognized compensation charge	1,364	819	4,110	2,689
Product development
Non-cash equity-based compensation expense related to the 2012 Plan and 2012 ESPP
Recognized compensation charge	1,743	1,805	5,863	4,529
General and administrative
Non-cash equity-based compensation expense related to the 2012 Plan and 2012 ESPP
Recognized compensation charge	$ 4,080	$ 3,375	$ 11,354	$ 7,557

Shareholders' Equity and Equity-Based Compensation (Details 2) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-cash stock-based compensation expense, net of estimated forfeitures	$ 7,683	$ 6,335	$ 22,771	$ 15,728
Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-cash stock-based compensation expense, net of estimated forfeitures	2,663	2,197	6,486	5,926
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-cash stock-based compensation expense, net of estimated forfeitures	4,724	3,234	15,244	7,516
Restricted stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-cash stock-based compensation expense, net of estimated forfeitures	0	259	0	777
2012 ESPP \| Employee stock purchase plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-cash stock-based compensation expense net of estimated forfeitures recognized in connection with one-time acceleration charge	169	225	589	598
Virtual Moment, LLC (WebDAM) \| Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Non-cash stock-based compensation expense, net of estimated forfeitures	$ 127	$ 420	$ 452	$ 911

Shareholders' Equity and Equity-Based Compensation (Details 3) - Stock Option - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Plan Options
Options outstanding at the beginning of the period (in shares)	1,771,440
Options granted (in shares)	1,250
Options exercised (in shares)	(312,330)
Options cancelled or forfeited (in shares)	(105,779)
Options outstanding at the end of the period (in shares)	1,354,581
Vested and exercisable at the end of the period (in shares)	541,048
Weighted Average Exercise Price
Options outstanding at the beginning of the period (in dollars per unit)	$ 41.61
Options granted (in dollars per share)	17.00
Options exercised (in dollars per share)	18.87
Options cancelled or forfeited (in dollars per share)	43.14
Options outstanding at the end of the period (in dollars per unit)	46.71
Vested and exercisable at the end of the period (in dollars per share)	$ 26.77
Intrinsic values
Intrinsic value of total options outstanding	$ 7,400,000		$ 48,700,000
Intrinsic value of total options exercisable	5,500,000		29,800,000
Intrinsic value of total options vested and expected to vest	$ 7,400,000		$ 50,600,000
Weighted average assumptions used in fair value calculation
Expected term (in years)	2 years
Volatility (as a percent)	48.00%	49.00%
Risk-free interest rate (as a percent)	0.70%
Dividend yield	0.00%	0.00%
Minimum
Weighted average assumptions used in fair value calculation
Expected term (in years)		6 years 3 months 18 days
Risk-free interest rate (as a percent)		2.10%
Maximum
Weighted average assumptions used in fair value calculation
Expected term (in years)		10 years
Risk-free interest rate (as a percent)		2.80%

Shareholders' Equity and Equity-Based Compensation (Details 4) - Restricted stock units	9 Months Ended
	Sep. 30, 2015 $ / shares shares
Plan Options
Non-vested balance at the beginning of the period (in shares) \| shares	652,897
Units granted (in shares) \| shares	761,564
Units vested (in shares) \| shares	(177,191)
Units cancelled or forfeited (in shares) \| shares	(223,710)
Non-vested balance at the end of the period (in shares) \| shares	1,013,560
Weighted Average Fair Value
Non-vested balance at the beginning of the period (in dollars per share) \| $ / shares	$ 81.45
Units granted (in dollars per share) \| $ / shares	57.60
Units vested (in dollars per share) \| $ / shares	78.96
Units cancelled or forfeited (in dollars per share) \| $ / shares	78.02
Non-vested balance at the end of the period (in dollars per share) \| $ / shares	$ 64.72

Shareholders' Equity and Equity-Based Compensation (Details 5)	9 Months Ended
	Sep. 30, 2015 USD ($) shares
2012 Plan \| Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation charge, 2012 plan non-vested options	$ 21,500,000
Vesting period	4 years
2012 Plan \| Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
2012 Plan \| Restricted Stock Units and Restricted Stock Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized non-cash equity-based compensation charge, 2012 Plan non-vested restricted stock and RSU	$ 53,400,000
2012 ESPP \| Employee stock purchase plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	6 months
Common stock issued, shares \| shares	153,133
Virtual Moment, LLC (WebDAM) \| Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	2 years
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized repurchase amount	$ 100,000,000

Other Expense, Net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Other Expense, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Other Nonoperating Income (Expense) [Abstract]
Foreign currency loss	$ (244)	$ (323)	$ (1,951)	$ (279)
Change in fair value of contingent consideration	(540)	(70)	(1,440)	(110)
Interest income	17	20	5	62
Total expense	$ (767)	$ (373)	$ (3,386)	$ (327)