(Former Name, Former Address and Former Fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares outstanding of the registrant’s common stock as of ~~July 22,~~October 26, 2015 was ~~39,753,358.~~39,906,001.


	June 30, 2015			December 31, 2014			September 30, 2015			December 31, 2014
Assets
Current assets:
Cash and cash equivalents	$	74,620		$	90,325		$	86,315		$	90,325
Accounts receivable, net of allowance for doubtful accounts of $205 at June 30, 2015 and $164 at December 31, 2014		10,085			9,279
Accounts receivable, net of allowance for doubtful accounts of $300 at September 30, 2015 and $164 at December 31, 2014								18,460			9,279
Income tax refunds receivable		2,925			2,593			2,845			2,593
Deferred income taxes		2,763			2,898			2,409			2,898
Prepaid expenses and other current assets		3,734			4,361
Prepaid expense and other current assets								3,590			4,361

Total current assets		94,127			109,456			113,619			109,456
Property and equipment, net		15,611			10,578			15,305			10,578
Goodwill		187,194			176,999			187,136			176,999
Intangible assets, net		73,556			73,862			71,611			73,862
Other assets		1,836			3,563			2,490			3,563

Total assets	$	372,324		$	374,458		$	390,161		$	374,458

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	504		$	1,156		$	1,779		$	1,156
Accrued expenses and other current liabilities		18,088			24,570			21,775			24,570
Accrued income taxes payable		477			640			1,069			640
Deferred revenue		8,303			7,107			11,180			7,107

Total current liabilities		27,372			33,473			35,803			33,473
Other long-term liabilities		3,274			2,596			3,655			2,326
Contingent acquisition consideration		4,997			—			5,055			270
Deferred income taxes		35,024			32,960			35,218			32,960
Reserve for income taxes		3,044			4,637
Reserve for income taxes, net of current portion								3,392			4,637
Accrued pension benefits		5,361			5,679			5,418			5,679
Commitments and contingencies(Note 15)
Stockholders’ equity:
Preferred stock, $0.001 par value, Authorized shares: 10,000,000; Issued and outstanding: none		—			—			—			—
Common stock, $0.001 par value, Authorized shares: 250,000,000; Issued: 41,701,482 at June 30, 2015 and 40,770,197 at December 31, 2014		41			39
Common stock, $0.001 par value, Authorized shares: 250,000,000; Issued: 41,875,191 shares at September 30, 2015 and 40,770,197 shares at December 31, 2014								41			39
Additional paid-in capital		246,424			232,522			250,764			232,522
Treasury stock, at cost, 1,982,364 shares at June 30, 2015 and 1,303,737 shares at December 31, 2014		(50,455	)		(31,946	)
Treasury stock, at cost, 1,991,848 shares at September 30, 2015 and 1,303,737 shares at December 31, 2014								(50,455	)		(31,946	)
Retained earnings		103,962			98,672			108,013			98,672
Accumulated other comprehensive loss		(6,720	)		(4,174	)		(6,743	)		(4,174	)

Total stockholders’ equity		293,252			295,113			301,620			295,113

Total liabilities and stockholders’ equity	$	372,324		$	374,458		$	390,161		$	374,458

The accompanying notes are an integral part of these condensed consolidated financial statements.


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014			2015			2014			2015			2014
Revenue	$	46,405		$	44,963		$	92,451		$	91,035		$	49,352		$	47,063		$	141,803		$	138,098
Costs and expenses:
Cost of revenue		7,553			7,322			14,963			13,830			7,351			7,227			22,314			21,057
Cost of revenue—amortization of acquired technology		1,134			1,146			2,267			2,291			1,048			1,144			3,315			3,435

Total cost of revenue		8,687			8,468			17,230			16,121			8,399			8,371			25,629			24,492

Gross profit		37,718			36,495			75,221			74,914			40,953			38,692			116,174			113,606
Operating expenses:
Marketing and selling		14,532			11,987			27,508			23,105			15,472			13,361			42,980			36,466
Research and development		5,290			4,910			11,089			10,663			5,155			5,227			16,244			15,890
General and administrative		7,010			5,386			13,909			11,584			8,171			6,491			22,080			18,075
Amortization of other intangible assets		790			1,431			1,492			2,863			862			1,587			2,354			4,450

Total operating expenses		27,622			23,714			53,998			48,215			29,660			26,666			83,658			74,881

Income from operations		10,096			12,781			21,223			26,699			11,293			12,026			32,516			38,725
Other (income) expense:
Interest expense		449			256			795			534			253			298			801			832
Interest income		(145	)		(6	)		(257	)		(8	)		(16	)		(33	)		(26	)		(41	)
Loss on foreign exchange		498			136			612			170			44			817			656			987
Loss on derivatives		208			158			72			214
Other income, net		(1	)		(3	)		(2	)		(4	)
Gain on derivatives														(120	)		(247	)		(48	)		(33	)
Loss on extinguishment of debt														112			—			112			—
Other expense, net														6			50			4			46

Total other expense		1,009			541			1,220			906			279			885			1,499			1,791

Income before provision for income taxes		9,087			12,240			20,003			25,793			11,014			11,141			31,017			36,934
Provision for income taxes		3,183			4,549			6,742			9,657			2,975			4,102			9,717			13,759

Net income	$	5,904		$	7,691		$	13,261		$	16,136		$	8,039		$	7,039		$	21,300		$	23,175

Net income available to common stockholders—basic	$	5,754		$	7,532		$	12,960		$	15,847
Net income available to common shareholders—basic													$	7,837		$	6,899		$	20,799		$	22,745

Net income available to common stockholders—diluted	$	5,755		$	7,534		$	12,962		$	15,847
Net income available to common shareholders—diluted													$	7,838		$	6,899		$	20,802		$	22,745

Net income per common share:
Basic	$	0.15		$	0.19		$	0.33		$	0.41		$	0.20		$	0.18		$	0.54		$	0.59

Diluted	$	0.15		$	0.19		$	0.33		$	0.40		$	0.20		$	0.17		$	0.53		$	0.57

Weighted-average number of shares outstanding:
Weighted average number of shares:
Basic		38,826,185			38,714,178			38,827,668			38,713,432			38,770,626			38,431,031			38,808,446			38,543,401
Diluted		39,395,395			39,623,517			39,458,758			39,865,906			39,230,783			39,487,302			39,382,558			39,663,807
Dividends declared per common share	$	0.10		$	0.08		$	0.20		$	0.16		$	0.10		$	0.08		$	0.30		$	0.24

The accompanying notes are an integral part of these condensed consolidated financial statements.


	Three Months Ended June 30,					Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2015		2014			2015			2014			2015			2014			2015			2014
Net income	$	5,904	$	7,691		$	13,261		$	16,136		$	8,039		$	7,039		$	21,300		$	23,175
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		1,560		(166	)		(2,546	)		(161	)		(23	)		(2,868	)		(2,569	)		(3,029	)

Comprehensive income	$	7,464	$	7,525		$	10,715		$	15,975		$	8,016		$	4,171		$	18,731		$	20,146

The accompanying notes are an integral part of these condensed consolidated financial statements.


	Six Months Ended June 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Cash flows from operating activities
Net income	$	13,261		$	16,136		$	21,300		$	23,175
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		5,096			5,970			7,906			9,147
Loss on retirement of fixed assets		20			9			20			78
Loss on debt extinguishment								112			—
Amortization of deferred financing costs and accreted interest		258			227			374			337
Adjustment to contingent consideration		—			(552	)		—			(1,152	)
Share based compensation		6,241			5,016			9,841			7,835
Excess tax benefit on stock options		(1,726	)		(1,951	)		(1,692	)		(3,011	)
Provision for doubtful accounts		105			—			210			29
Deferred income taxes		2,317			1,772			2,578			2,202
Unrealized currency loss (gain) on foreign denominated intercompany transactions		13			(140	)
Unrealized currency loss on foreign denominated intercompany transactions								161			423
Changes in operating assets and liabilities:
Accounts receivable		(737	)		(1,039	)		(9,385	)		(366	)
Prepaid expenses and other assets		2,186			353			1,500			934
Accounts payable		(623	)		405			653			996
Accrued income taxes payable		(131	)		4,614			1,111			6,493
Accrued expenses and other liabilities		(3,164	)		(2,540	)		885			(808	)
Deferred revenue		1,247			1,920			4,678			86

Net cash provided by operating activities		24,363			30,200			40,252			46,398

Cash flows from investing activities
Purchases of property and equipment		(6,847	)		(2,472	)		(7,805	)		(4,474	)
Purchases of exclusive license								—			(100	)
Acquisition of business, net of cash acquired		(14,289	)		(1,015	)		(14,289	)		(10,621	)

Net cash used in investing activities		(21,136	)		(3,487	)		(22,094	)		(15,195	)

Cash flows from financing activities
Payment of contingent consideration								(289	)		—
Purchase of treasury stock								(18,601	)		(26,065	)
Common stock dividends paid								(11,128	)		(8,670	)
Excess tax benefit on stock options		1,726			1,951			1,692			3,011
Common stock dividends paid		(7,156	)		(5,528	)
Purchase of treasury stock		(18,601	)		(23,881	)
Payment of contingent consideration		(289	)		—
Proceeds from exercises of common stock options		5,854			3,111			6,627			5,285

Net cash used in financing activities		(18,466	)		(24,347	)		(21,699	)		(26,439	)
Effect of exchange rates on cash and cash equivalents		(466	)		27			(469	)		(587	)

(Decrease) increase in cash and cash equivalents		(15,705	)		2,393			(4,010	)		4,177
Cash and cash equivalents at beginning of period		90,325			78,411			90,325			78,411

Cash and cash equivalents at end of period	$	74,620		$	80,804		$	86,315		$	82,588

The accompanying notes are an integral part of these condensed consolidated financial statements.

Monotype Imaging Holdings Inc. (the “Company” or “we”) is a leading provider of type, technology and expertise for creative applications and consumer devices. Our end-user and embedded solutions for print, web and mobile environments enable people to create and consume dynamic content on any and every device. Our technologies and fonts enable the display and printing of high quality digital text. Our technologies and fonts have been widely deployed across, and embedded in, a range of consumer devices including laser printers, digital copiers, mobile phones, e-book readers, tablets, automotive displays, digital cameras, navigation devices, digital televisions, set-top boxes and consumer appliances, as well as in numerous software applications and operating systems. We also provide printer drivers, page description language interpreters, printer user interface technology and color imaging solutions to printer manufacturers and OEMs (original equipment manufacturers). We license our fonts and technologies to consumer device manufacturers, independent software vendors and creative and business professionals and we are headquartered in Woburn, Massachusetts. We operate in one business segment: the development, marketing and licensing of technologies and fonts. We also maintain various offices worldwide for selling and marketing, research and development and administration. We conduct our operations through four domestic operating subsidiaries, Monotype Imaging Inc., Monotype ITC Inc., MyFonts Inc. and Swyft Media Inc., and five foreign operating subsidiaries, Monotype Ltd., Monotype GmbH and its wholly-owned subsidiary, FontShop International Inc., Monotype Solutions India Pvt. Ltd., Monotype Hong Kong Ltd. and Monotype KK.

The accompanying unaudited condensed consolidated interim financial statements as of ~~June~~September 30, 2015 and for the three and ~~six~~nine months ended ~~June~~September 30, 2015 and 2014 include the accounts of the Company and its wholly-owned subsidiaries and have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for Quarterly Reports on Form 10-Q and Article 10 of Regulation S-X. Accordingly, such financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates. The results for interim periods are not necessarily indicative of results to be expected for the year or for any future periods.

In management’s opinion, these unaudited condensed consolidated interim financial statements contain all adjustments of a normal recurring nature necessary for a fair presentation of the financial statements for the interim periods presented.

These unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2014 as reported in the Company’s Annual Report on Form 10-K.

The accompanying condensed consolidated financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the condensed consolidated financial statements. As of ~~June~~September 30, 2015, the Company’s significant accounting policies and estimates, which are detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, have not changed.

In April 2015, the Financial Accounting Standards Board, or FASB issued ASU 2015-05,Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40), Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.ASU 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance will not change GAAP for a customer’s accounting for service contracts. The ASU aims to reduce complexity and diversity in practice. The standard is effective for the Company on January 1, 2016, with early adoption permitted. The Company is currently evaluating the impact of the adoption of ASU 2015-03 on its consolidated financial statements.

In April 2015, the FASB, issued ASU 2015-03,Interest – Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs,which provides that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct reduction from the carrying amount of the related debt liability, rather than classifying the costs separately in the balance sheet as a deferred charge. The ASU aims to reduce complexity. The standard is effective for the Company on January 1, 2017. The Company is currently evaluating the impact of the adoption of ASU 2015-03 on its consolidated financial statements, but does not expect the adoption of this standard to have any impact.

In February 2015, the FASB issued updated accounting guidance on consolidation requirements. This update changes the guidance with respect to the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. This guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015, with early adoption permitted. The Company does not expect adoption of this guidance to have a material impact on our financial statements.

In August 2014, the FASB issued ASU 2014-15,Presentation of Financial Statements – Going Concern (Subtopic 205-40); Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which requires management of a company to evaluate whether there is substantial doubt about the company’s ability to continue as a going concern. The ASU provides guidance on evaluating an entity’s ability to continue as a going concern and the content of any required footnote disclosure based on that evaluation. The assessment period is one year after the date of the financial statements are issued. The standard is effective for the Company on January 1, 2017. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2014-15, but we do not expect the adoption of this standard to have any impact on its consolidated financial statements.

In May 2014, the FASB and the International Accounting Standards Board jointly issued ASU 2014-9,Revenue from Contracts with Customers (Topic 606), which provides a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. This guidance was effective for annual reporting and interim periods beginning after December 15, 2016 and allows for either full retrospective or modified retrospective application, with early adoption not permitted. ~~On July 9,~~In August 2015, the FASB ~~voted to approve a one-year deferral of~~deferred the effective date of this ~~guidance. In accordance with the agreed upon delay,~~guidance; accordingly, the guidance is effective for ~~the Company on January 1, 2018.~~annual reporting and interim periods beginning after December 15, 2017. Early adoption is permitted for annual and interim periods beginning after December 15, 2016. The Company is currently evaluating the adoption method it will apply and the impact that this guidance will have on its financial statements and related disclosures.

On January 30, 2015, the Company purchased all of the outstanding stock of TextPride, Inc. operating under the name of Swyft Media, a privately-held mobile messaging company located in New York, New York. In connection with the acquisition, TextPride, Inc. was renamed Swyft Media Inc. and became a wholly-owned subsidiary of the registrant. Swyft Media’s expertise in the emerging world of branded, in-app mobile messaging content is expected to help Monotype reach new customers, with an opportunity to add value by including some of the world’s largest and most popular collections of fonts. The impact of this acquisition was not material to our condensed consolidated financial statements.

The Company acquired Swyft Media for an aggregate purchase price of approximately $17.0 million, consisting of $12.1 million in cash, plus contingent consideration of up to $15.0 million payable through 2018, which had an estimated net present value of $4.9 ~~million.~~million at the date of acquisition. We paid $11.6 million from cash on hand at the time of the acquisition, net of cash acquired. Of the purchase price, approximately $4.7 million and $13.6 million have been allocated to intangible assets and goodwill, respectively. The fair value of the assets acquired and liabilities assumed is less than the purchase price, resulting in the recognition of goodwill. The goodwill reflects the value of the synergies we expect to realize and the assembled workforce. The acquisition of Swyft Media was structured in such a manner that the goodwill is not expected to be deductible for tax purposes. The purchase price has been allocated to the tangible and intangible assets acquired and liabilities assumed based upon the respective estimates of fair value as of the date of the acquisition, which remains preliminary as of ~~June~~September 30, 2015, and using assumptions that the Company’s management believes are reasonable given the information currently available. The final allocation of the purchase price to intangible assets, goodwill and deferred tax assets and liabilities may differ materially from the information presented in these condensed

employees joined the Company in connection with the acquisition. See Note 6 for additional information on the fair value measurements for all financial assets and liabilities, including contingent consideration, which is measured at fair value on a recurring basis.

On July 14, 2014, the Company purchased all of the outstanding stock of FontShop International GmbH, a privately-held font distributor located in Berlin, Germany, its wholly-owned subsidiary FontShop International, Inc. based in San Francisco, California, the FontFont typeface library, FontShop AG of Berlin, the largest distributor of the FontFont library, and certain other typeface families, collectively FontShop, for an aggregate purchase price of $14.6 million. We paid $11.9 million from cash on hand at the time of the acquisition, and the remainder, or $2.7 million, was paid in January 2015. Of the final purchase price, $8.5 million and $6.3 million was allocated to intangible assets and goodwill, respectively. The purchase price allocation was finalized as of June 30, 2015. Approximately $6.3 million of the goodwill is expected to be deductible for tax purposes. The purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based upon the respective estimates of fair value as of the date of the acquisition, and using assumptions that the Company’s management believes are reasonable given the information that was currently available. On October 9, 2014, FontShop International GmbH was merged into Monotype Germany effective August 1, 2014. Following the merger, FontShop International Inc. became a wholly-owned subsidiary of Monotype Germany. On October 28, 2014, FontShop AG was merged into Monotype Germany. Fifty employees joined the Company in connection with the acquisition.

We incur foreign currency exchange gains and losses related to certain customers that are invoiced in U.S. dollars, but who have the option to make an equivalent payment in their own functional currencies at a specified exchange rate as of a specified date. In the period from that date until payment in the customer’s functional currency is received and converted into U.S. dollars, we can incur realized gains and losses. We also incur foreign currency exchange gains and losses on certain intercompany assets and liabilities denominated in foreign currencies. We are currently utilizing 30-day forward contracts to mitigate our exposure on these currency fluctuations. These contracts are generally set to expire and are settled at month end. The instruments are not designated as hedging instruments, and accordingly, the gain or loss is recognized upon cash settlement and is included in loss on derivatives in the accompanying condensed consolidated statements of income. At ~~June~~September 30, 2015 and December 31, 2014 we had one forward foreign exchange contract outstanding which was entered into on those dates. See Note 6 for details regarding the fair value of these instruments.

The following table presents the losses and (gains) on our derivative financial instruments which are included in ~~loss~~gain on derivatives in our accompanying condensed consolidated statements of income (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,						Nine Months Ended September 30,
	2015		2014		2015		2014		2015			2014			2015			2014
Currency swaps	$	208	$	158	$	72	$	214	$	(120	)	$	(247	)	$	(48	)	$	(33	)

Total	$	208	$	158	$	72	$	214	$	(120	)	$	(247	)	$	(48	)	$	(33	)

Fair value is ~~defined as~~based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, the Codification ~~established~~establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2: Other inputs that are observable directly or indirectly, such as quoted prices for similar assets and liabilities or market corroborated inputs.

Level 3: Unobservable inputs are used when little or no market data is available and requires the ~~company~~Company to develop its own assumptions about how market participants would price the assets or liabilities. The fair value hierarchy gives the lowest priority to Level 3 inputs.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimizes the use of unobservable inputs to the extent possible as well as considers counterparty and our own credit risk in its assessment of fair value.

The following table presents our financial assets and liabilities that are carried at fair value, classified according to the three categories described above (in thousands):


									Fair Value Measurement at September 30, 2015
									Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents—money market funds									$	20,626	$	20,626	$	—	$	—
Cash equivalents—U.S. government and agency securities										1,535		—		1,535		—
Cash equivalents—commercial paper										3,905		—		3,905		—
Cash equivalents—corporate bonds										13,971		—		13,971		—

Total assets									$	40,037	$	20,626	$	19,411	$	—

Liabilities:
Contingent acquisition consideration									$	5,055	$	—	$	—	$	5,055

Total liabilities									$	5,055	$	—	$	—	$	5,055


	Fair Value Measurement at December 31, 2014								Fair Value Measurement at December 31, 2014
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents—money market funds	$	34,309	$	34,309	$	—	$	—	$	34,309	$	34,309	$	—	$	—
Cash equivalents—commercial paper		3,000		—		3,000		—		3,000		—		3,000		—
Cash equivalents—U.S. government and agency securities		2,700		—		2,700		—		2,700		—		2,700		—

Total assets	$	40,009	$	34,309	$	5,700	$	—	$	40,009	$	34,309	$	5,700	$	—

Liabilities:
Contingent acquisition consideration	$	270	$	—	$	270	$	—	$	270	$	—	$	270	$	—

Total liabilities	$	270	$	—	$	270	$	—	$	270	$	—	$	270	$	—

The Company’s recurring fair value measures relate to short-term investments, which are classified as cash equivalents, derivative instruments and contingent consideration. The fair value of our cash equivalents are either based on quoted prices for similar assets or other observable inputs such as yield curves at commonly quoted intervals and other market corroborated inputs. The fair value of our ~~derivative instruments~~derivatives is based on quoted market prices from various banking institutions or an independent third party provider for similar instruments. In determining the fair value, we consider our non-performance risk and that of our counterparties. At ~~June~~September 30, 2015, we had one 30-day forward contract to sell ~~2.2~~2.3 million British pound sterling and purchase $3.4 million that together, had an immaterial fair value. At December 31, 2014, we had one 30-day forward contract outstanding to sell 2.3 million British pound sterling and purchase $3.5 million that together, had an immaterial fair value.

For the contingent acquisition consideration classified as Level 2 at December 31, 2014, fair value approximated book value, and represented the amount to be paid based on actual achievement of the criteria.

At ~~June~~September 30, 2015, the Company had recorded approximately ~~$5.0~~$5.1 million in contingent consideration related to the January 2015 acquisition of Swyft Media. The contingent consideration is payable in cash based on the achievement of certain revenue and EBITDA margin targets for the years ending December 31, 2015 through 2016, with a catch-up period for the year ending December 31, 2017, and subject to a cap of $15.0 million. The fair value of this liability was estimated using a Monte Carlo simulation model, relying on significant inputs that are not observable in the market and thus represent a Level 3 fair value measurement. The significant inputs in the Level 3 measurement not supported by market activity included our expected revenues and

EBITDA for each of the measurement periods and the estimated level of risk and volatility around the forecast. The Monte Carlo

simulation was relied on to estimate the projected revenues, EBITDA margins, and contingent acquisition consideration payments for each measurement period. The average contingent acquisition consideration payments for the years 2015 through 2017, following 100,000 simulation trials, were discounted to present value to capture the time value of money and counterparty risk, based upon an assessment of the Company’s borrowing risk, and applying its credit rating to adjust the risk free rate.

The changes in the estimated fair value for our liabilities measured on a recurring basis using significant unobservable inputs (Level 3) are as follows (in thousands):


	Three Months Ended June 30, 2015		Six Months Ended June 30, 2015		Three Months Ended September 30, 2015		Nine Months Ended September 30, 2015
Fair value measurement at the beginning of period	$	4,900	$	—	$	4,997	$	—
Contingent consideration recorded upon acquisition				4,900		—		4,900
Accreted interest		97		97		58		155

Fair value measurement at end of period	$	4,997	$	4,997	$	5,055	$	5,055

The Company’s non-financial assets and non-financial liabilities subject to non-recurring measurements include goodwill and intangible assets.


	June 30, 2015			December 31, 2014			September 30, 2015			December 31, 2014
Computer equipment and software	$	17,472		$	12,084		$	15,885		$	12,084
Furniture and fixtures		1,122			1,093			1,691			1,093
Leasehold improvements		3,957			3,498			5,479			3,498

Total cost		22,551			16,675			23,055			16,675
Less accumulated depreciation and amortization		(6,940	)		(6,097	)		(7,750	)		(6,097	)

Property and equipment, net	$	15,611		$	10,578		$	15,305		$	10,578


		June 30, 2015							December 31, 2014							Weighted-	September 30, 2015							December 31, 2014
	Weighted- Average Amortization Period (Years)	Gross Carrying Amount		Accumulated Amortization			Net Balance		Gross Carrying Amount		Accumulated Amortization			Net Balance		Average Amortization Period (Years)	Gross Carrying Amount		Accumulated Amortization			Net Balance		Gross Carrying Amount		Accumulated Amortization			Net Balance
Customer relationships	10	$	60,175	$	(47,818	)	$	12,357	$	57,488	$	(47,018	)	$	10,470	10	$	60,167	$	(48,339	)	$	11,828	$	57,488	$	(47,018	)	$	10,470
Acquired technology	11		54,604		(36,860	)		17,744		55,064		(34,411	)		20,653	11		54,542		(38,118	)		16,424		55,064		(34,411	)		20,653
Non-compete agreements	4		12,979		(11,948	)		1,031		12,172		(11,862	)		310	4		12,981		(12,050	)		931		12,172		(11,862	)		310
Indefinite-lived intangible assets:
Trademarks			38,024		—			38,024		38,029		—			38,029			38,028		—			38,028		38,029		—			38,029
Domain names			4,400		—			4,400		4,400		—			4,400			4,400		—			4,400		4,400		—			4,400

Total		$	170,182	$	(96,626	)	$	73,556	$	167,153	$	(93,291	)	$	73,862		$	170,118	$	(98,507	)	$	71,611	$	167,153	$	(93,291	)	$	73,862

On ~~July 13, 2011,~~September 15, 2015, the Company entered into a new credit agreement (“(the “New Credit ~~Facility”~~Agreement”) by and among the Company, the Company’s subsidiary, Monotype Imaging Inc., any financial institution that becomes a Lender (as defined therein) and Silicon Valley Bank (“SVB”), ~~with~~as agent which provides for a five-year $150.0 million secured revolving credit facility (the “Credit Facility”).

The Credit Facility permits the Company to request that the Lenders, at their election, increase the secured credit facility to a maximum of $200.0 million. The New Credit Agreement replaced the Company’s existing $120.0 million revolving credit facility (the “Original Credit Agreement”) by and between the Company and Wells Fargo Capital Finance, ~~LLC, the administrative agent for a syndicate of Lenders (“Lenders”), which provides the Company with a five-year, $120.0 million secured~~

~~revolving credit facility.~~ Borrowings under the Credit Facility bear interest through September 15, 2020 at a variable rate not less than zero based upon, at the Company’s option, either LIBOR or the ~~base rate (which is the highest~~higher of (i) the prime rate as published in the Wall Street Journal, and (ii) 0.5% plus the overnight federal funds rate, ~~and (iii) 1.0% in excess of the three-month LIBOR rate),~~ plus in each case, an applicable margin. The applicable margin for LIBOR loans, based on the applicable leverage ratio, is ~~either 1.5%~~1.25%, 1.50% or ~~2.0%~~1.75% per annum, and the applicable margin for base rate loans, based on the applicable leverage ratio, is either ~~0.5%~~0.25%, 0.50% or ~~1.0%~~0.75%% per annum. At ~~June~~September 30, 2015 our rate, inclusive of applicable margins, was ~~3.75%~~1.4% for ~~prime.~~LIBOR. At ~~June~~September 30, 2015, the Company had no outstanding ~~debt~~borrowings under the Credit Facility. The Company is required to pay ~~an unused line~~a commitment fee, based on the applicable leverage ratio, equal to ~~0.375%~~0.20%, 0.25% or 0.30% per annum on the undrawn portion available under the revolving credit facility and variable per annum fees in respect of outstanding letters of ~~credit, if any. Such~~credit. In connection with the New Credit Agreement, the Company incurred closing and legal fees ~~are included~~of approximately $0.8 million, which have been accounted for as deferred financing costs and will be amortized to interest expense over the term of the New Credit Agreement. In addition, $0.1 million of unamortized deferred financing costs associated with the pro-rata share of prior loan syndicate lenders that did not participate in ~~interest~~the new facility were written off and charged to other expense in the ~~accompanying condensed consolidated statements~~third quarter of ~~income.~~2015.

The Credit Facility contains two financial covenants; a leverage ratio and a fixed charge coverage ratio. Failure to comply with these covenants, or the occurrence of an event of default, could permit the Lenders under the Credit Facility to declare all amounts borrowed under the Credit Facility, together with accrued interest and fees, to be immediately due and payable. In addition to other covenants, the New Credit ~~Facility is secured by substantially all of our assets and~~Agreement places limits on the ~~Company’s~~Company and its subsidiaries’ ability to incur debt or liens and engage in sale-leaseback transactions, make loans and investments, incur additional indebtedness, engage in mergers, acquisitions and asset sales, transact with affiliates and alter its business. ~~We were~~The New Credit Agreement also contains events of default, and affirmative covenants, including financial maintenance covenants which include (i) a maximum ratio of consolidated total debt to consolidated adjusted EBITDA of 3.00 to 1.00, and (ii) a minimum consolidated fixed charge coverage ratio of 1.25 to 1.00. Adjusted EBITDA, under the Credit Facility, is defined as consolidated net income (or loss), plus net interest expense, income taxes, depreciation and amortization, and share based compensation expense, plus acquisition expenses not to exceed $2.0 million on a trailing twelve month basis, plus restructuring, issuance costs, cash non-operating costs and other expenses or losses minus cash non-operating gains and other non-cash gains. Failure to comply with these covenants, or the occurrence of an event of default, could permit the Lenders under the New Credit Agreement to declare all amounts borrowed under the New Credit Agreement, together with accrued interest and fees, to be immediately due and payable. In addition, the Credit Facility is secured by a lien on substantially all of the Company’s and its domestic subsidiaries’ tangible and intangible property by a pledge of all of the equity interests of the Company’s direct and indirect domestic subsidiaries and by a pledge by the Company’s domestic subsidiaries of 65% of the equity of their direct foreign subsidiaries, subject to limited exceptions. The Company was in compliance with all covenants under our Credit Facility as of ~~June~~September 30, 2015.

Our German subsidiary maintains an unfunded defined benefit pension plan which covers substantially all employees who joined the company prior to the plan’s closure to new participants in 2006. Participants are entitled to benefits in the form of retirement, disability and surviving dependent pensions. Benefits generally depend on years of service and the salary of the employees.

The components of net periodic benefit cost included in the accompanying condensed consolidated statements of income were as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014		2015		2014		2015		2014
Service cost	$	30	$	29	$	59	$	59	$	30	$	27	$	89	$	86
Interest cost		30		44		58		88		29		41		87		129
Amortization		19		—		38		—		20		1		58		1

Net periodic benefit cost	$	79	$	73	$	155	$	147	$	79	$	69	$	234	$	216

A reconciliation of income taxes computed at federal statutory rates to income tax expense is as follows (dollar amounts in thousands):


	Six Months Ended June 30,										Three Months Ended September 30,
	2015					2014					2015					2014
Provision for income taxes at statutory rate	$	7,001		35.0	%	$	9,028		35.0	%	$	3,855		35.0	%	$	3,899		35.0	%
State and local income taxes, net of federal tax benefit		287		1.4	%		481		1.9	%		132		1.2	%		205		1.8	%
Stock compensation		62		0.3	%		165		0.6	%		39		0.4	%		78		0.7	%
Reversal of reserves		(342	)	(1.7	)%		—		—
Foreign rate differential		(186	)	(0.9	)%		178		0.7	%		(76	)	(0.7	)%		448		4.0	%
Disqualifying dispositions of incentive stock options		(19	)	(0.1	)%		(42	)	(0.2	)%
Reversal of reserve for income taxes												(689	)	(6.3	)%		(131	)	(1.2	)%
Disqualifying dispositions on incentive stock options												(6	)	(0.1	)%		(62	)	(0.6	)%
Other, net		(61	)	(0.3	)%		(153	)	(0.6	)%		(280	)	(2.5	)%		(335	)	(2.9	)%

Reported income tax provision	$	6,742		33.7	%	$	9,657		37.4	%	$	2,975		27.0	%	$	4,102		36.8	%


											Nine Months Ended September 30,
											2015					2014
Provision for income taxes at statutory rate											$	10,856		35.0	%	$	12,927		35.0	%
State and local income taxes, net of federal tax benefit												419		1.3	%		686		1.9	%
Stock compensation												101		0.3	%		243		0.7	%
Foreign rate differential												(262	)	(0.8	)%		626		1.7	%
Reversal of reserve for income taxes												(1,031	)	(3.3	)%		(131	)	(0.4	)%
Disqualifying dispositions on incentive stock options												(25	)	(0.1	)%		(104	)	(0.3	)%
Other, net												(341	)	(1.1	)%		(488	)	(1.4	)%

Reported income tax provision											$	9,717		31.3	%	$	13,759		37.2	%

At ~~June~~September 30, 2015, the reserve for uncertain tax positions was approximately ~~$6.5~~$6.0 million. Of this amount, ~~$3.7~~$2.7 million is recorded as a reduction of deferred tax assets and ~~$2.8~~$3.3 million is classified as long term liabilities. During the first quarter of 2015, the Company settled a tax audit related to its Japan subsidiary. As a result of this settlement, the Company recognized a tax benefit of $0.3 million. During the third quarter of 2015, the Company settled a tax audit related to its 2012 U.S. federal tax return. As a result of this settlement, the Company recognized a tax benefit of $0.2 million. Additionally, the Company recognized a tax benefit of $0.5 million in the quarter ended September 30, 2015, as a result of the expiration of the 2011 U.S. federal statute of limitations. The effect of foreign income and dividends resulted in a tax benefit of $0.1 million in the quarter ended September 2015, as compared to $0.4 million expense in the same period in 2014, due to changes in the profitability of the Company’s UK subsidiary, to an income position in 2015 from a loss position in 2014.

Basic and diluted earnings per share are computed pursuant to the two-class method. The two-class method determines earnings per share for each class of common stock and participating security according to their respective participation rights in undistributed earnings. Unvested restricted stock awards granted to employees are considered participating securities as they receive non-forfeitable rights to cash dividends at the same rate as common stock. In accordance with ~~Accounting Standards Codification~~ASC Topic No. 260,Earnings Per Share,, diluted net income per share is calculated using the more dilutive of the following two approaches:

For the three and ~~six~~nine months ended ~~June~~September 30, 2015, ~~and the three months ended June 30, 2014,~~ the two-class method was used in the computation of diluted net income per share as this approach was more dilutive. For the ~~six~~three and nine months ended ~~June~~September 30, 2014, the treasury stock method was used in the computation of diluted net income per share, as this approach was more dilutive. The following presents a reconciliation of the numerator and denominator used in the calculation of basic and diluted net income per share (in thousands, except share and per share data):


												Three Months Ended September 30,						Nine Months Ended September 30,
												2015			2014			2015			2014
Numerator:
Net income, as reported												$	8,039		$	7,039		$	21,300		$	23,175
Less: net income attributable to participating securities													(202	)		(140	)		(501	)		(430	)

Net income available to common shareholders—basic												$	7,837		$	6,899		$	20,799		$	22,745

Denominator:
Basic:
Weighted-average shares of common stock outstanding													39,797,638			39,222,580			39,771,986			39,290,673
Less: weighted-average shares of unvested restricted common stock outstanding													(1,027,012	)		(791,549	)		(963,540	)		(747,272	)

Weighted-average number of common shares used in computing basic net income per common share													38,770,626			38,431,031			38,808,446			38,543,401

Net income per share applicable to common shareholders—basic												$	0.20		$	0.18		$	0.54		$	0.59


	Three Months Ended June 30,						Six Months Ended June 30,					Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014		2015			2014			2015			2014
Numerator:
Net income available to common shareholders—basic	$	5,754		$	7,532		$	12,960		$	15,847	$	7,837		$	6,899		$	20,799		$	22,745
Add-back: undistributed earnings allocated to unvested shareholders⁽¹⁾		51			96			124			N/A		105			N/A			227			N/A
Less: undistributed earnings reallocated to unvested shareholders⁽¹⁾		(50	)		(94	)		(122	)		N/A		(104	)		N/A			(224	)		N/A

Net income available to common shareholders—diluted	$	5,755		$	7,534		$	12,962		$	15,847	$	7,838		$	6,899		$	20,802		$	22,745


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014			2015			2014			2015			2014
Denominator:
Diluted:
Weighted-average shares of common stock outstanding		39,873,730			39,555,875			39,758,947			39,438,705			39,797,638			39,222,580			39,771,986			39,290,673
Less: weighted-average shares of unvested restricted common stock outstanding		(1,047,545	)		(841,697	)		(931,279	)		(725,273	)		(1,027,012	)		(791,549	)		(963,540	)		(747,272	)
Weighted-average number of common shares issuable upon exercise of outstanding stock options, based on the treasury stock method		569,210			909,339			631,090			973,470			460,157			893,081			574,112			946,674
Weighted-average number of restricted stock, based on the treasury stock method⁽²⁾		N/A			N/A			N/A			179,004
Weighted-average number of restricted stock outstanding, based on the treasury stock method⁽²⁾														N/A			163,190			N/A			173,732

Weighted-average number of common shares used in computing diluted net income per common share		39,395,395			39,623,517			39,458,758			39,865,906			39,230,783			39,487,302			39,382,558			39,663,807

Net income per share applicable to common shareholders—diluted	$	0.15		$	0.19		$	0.33		$	0.40		$	0.20		$	0.17		$	0.53		$	0.57

The following common share equivalents have been excluded from the computation of diluted weighted-average shares outstanding, as their effect would have been anti-dilutive:


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014		2015		2014		2015		2014
Options		433,463		689,410		370,201		417,058		575,169		307,516		438,524		380,544
Unvested restricted stock		405,522		395,520		247,768		233,813		706,865		817		400,800		156,148
Unvested restricted stock units		14,825		5,700		11,341		3,420		22,513		2,043		15,065		2,961

On October 23, 2013, the Company’s Board of Directors approved a share repurchase program permitting repurchases of up to $50.0 million of the Company’s outstanding shares of common shares for a maximum period of two years. Intended to offset shareholder dilution, the Company made repurchases periodically, on the open market as business and market conditions ~~warrant~~warranted, through June 5, 2015, at which date the maximum amount of repurchases was reached. During the ~~quarter~~nine months ended ~~June~~September 30, 2015, the Company repurchased a total of ~~457,128~~657,028 shares of its common stock for an aggregate purchase price of ~~$12.5~~$18.5 million, including brokers’ fees. Of that amount, the Company purchased 14,278 shares of common stock, for an aggregate purchase price of $0.4 million, including brokers’ fees, in excess of its publicly announced share repurchase program upon the conclusion of the program.

We account for share based compensation in accordance with ASC Topic No. 718,~~Compensation –~~ Compensation—Stock Compensation, which requires the measurement of compensation costs at fair value on the date of grant and recognition of compensation expense over the service period for awards expected to vest. The following presents the impact of share based compensation expense on our condensed consolidated statements of income (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014		2015		2014		2015		2014
Marketing and selling	$	1,609	$	1,250	$	2,875	$	2,296	$	1,693	$	1,257	$	4,568	$	3,553
Research and development		644		613		1,186		1,127		633		620		1,819		1,747
General and administrative		1,217		893		2,180		1,593		1,274		942		3,454		2,535

Total expensed	$	3,470	$	2,756	$	6,241	$	5,016	$	3,600	$	2,819	$	9,841	$	7,835
Property and equipment		40		40		82		63		—		39		82		102

Total share based compensation	$	3,510	$	2,796	$	6,323	$	5,079	$	3,600	$	2,858	$	9,923	$	7,937

In the three and nine months ended ~~June~~September 30, 2015, approximately $0 and ~~2014, approximately $40 thousand and $40~~$82 thousand, respectively, and in the ~~six~~three and nine months ended ~~June~~September 30, ~~2015 and~~ 2014, approximately ~~$82~~$39 thousand and ~~$63~~$102 thousand, respectively, of share based compensation was capitalized as part of an internal software project, and this amount is included in property and equipment, net in our condensed consolidated balance sheet.

As of ~~June~~September 30, 2015, the Company had ~~$30.4~~$29.7 million of unrecognized compensation expense, which is net of expected forfeitures, related to employees and directors’ unvested stock ~~option awards,~~options, restricted stock units and restricted stock awards that are expected to be recognized over a ~~weighted-average~~weighted average period of ~~2.9~~2.8 years.

We view our operations and manage our business as one segment: the development, marketing and licensing of technologies and fonts. Factors used to identify our single segment include the financial information available for evaluation by our chief operating decision maker in making decisions about how to allocate resources and assess performance. While our technologies and services are sold into two principal markets, Creative Professional and OEM, expenses and assets are not formally allocated to these market segments, and operating results are assessed on an aggregate basis to make decisions about the allocation of resources. The following table presents revenue for these two major markets (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014		2015		2014		2015		2014
Creative Professional	$	20,678	$	18,266	$	41,182	$	35,985	$	22,472	$	20,118	$	63,654	$	56,103
OEM		25,727		26,697		51,269		55,050		26,880		26,945		78,149		81,995

Total	$	46,405	$	44,963	$	92,451	$	91,035	$	49,352	$	47,063	$	141,803	$	138,098

The Company attributes ~~revenue~~revenues to geographic areas based on the location of our subsidiary receiving such revenue. For example, licenses may be sold to large international companies which may be headquartered in South Korea, but the sales are received and recorded by our subsidiary located in the United States. In this example, the revenue would be reflected in the United States totals in the table below. We market our products and services through offices in the ~~United States,~~U.S., United Kingdom, Germany, Hong Kong, South Korea and Japan. The following summarizes revenue by location:


	Six Months Ended June 30,										Three Months Ended September 30,
	2015					2014					2015					2014
	Sales		% of Total			Sales		% of Total			Sales		% of Total			Sales		% of Total
	(In thousands, except percentages)										(In thousands, except percentages)
United States	$	51,363		55.5	%	$	48,538		53.3	%	$	27,154		55.0	%	$	25,041		53.2	%
United Kingdom		3,378		3.7			5,329		5.9			4,029		8.2			2,248		4.8
Germany		11,233		12.2			8,687		9.5			5,877		11.9			7,131		15.2
Japan		25,980		28.1			28,081		30.9			12,235		24.8			12,449		26.4
Other Asia		497		0.5			400		0.4			57		0.1			194		0.4

Total	$	92,451		100.0	%	$	91,035		100.0	%	$	49,352		100.0	%	$	47,063		100.0	%


											Nine Months Ended September 30,
											2015					2014
											Sales		% of Total			Sales		% of Total
											(In thousands, except percentages)
United States											$	78,517		55.4	%	$	73,579		53.3	%
United Kingdom												7,407		5.2			7,577		5.5
Germany												17,110		12.1			15,818		11.5
Japan												38,215		26.9			40,530		29.3
Other Asia												554		0.4			594		0.4

Total											$	141,803		100.0	%	$	138,098		100.0	%

Long-lived assets, which include property and equipment, goodwill and ~~intangible~~intangibles assets, but exclude other assets, long-term investments and deferred tax assets, are attributed to geographic areas in which Company assets reside and is shown below (in thousands):


	June 30, 2015		December 31, 2014		September 30, 2015		December 31, 2014
Long-lived assets:
United States	$	210,344	$	189,927	$	208,580	$	189,927
United Kingdom		4,992		5,138		4,736		5,138
Germany		57,500		62,917		57,262		62,917
Asia (including Japan)		3,525		3,457		3,474		3,457

Total	$	276,361	$	261,439	$	274,052	$	261,439

From time to time, we may be a party to various claims, suits and complaints. We do not believe that there are claims or legal proceedings that, if determined adversely to us, would have a material adverse effect on our business, results of operations or financial condition.

Under our standard license agreement with our OEM customers, we warrant that the licensed technologies are free of infringement claims of intellectual property rights and will meet the specifications as defined in the licensing agreement for a specified period, typically one ~~year period.~~year. Under the licensing agreements, liability for such indemnity obligations is limited, generally to the total arrangement fee; however, exceptions have been made on a case-by-case basis, increasing the maximum potential liability to agreed upon amounts at the time the contract is entered into or unlimited liability. We ~~have never incurred costs payable to a customer or business partner to defend lawsuits or settle claims related to these warranties, and as a result, management believes~~believe the estimated fair value of these warranties is minimal. Accordingly, there are no liabilities recorded for these warranties as of ~~June~~September 30, 2015 and December 31, 2014.

On ~~July 22,~~October 26, 2015 the Company’s Board of Directors declared a $0.10 per share quarterly cash dividend on our outstanding common stock. The record date is set for ~~October 1, 2015~~January 4, 2016 and the dividend is payable to shareholders of record on ~~October 21, 2015.~~January 22, 2016. Dividends are declared at the discretion of the Company’s Board of Directors and depend on actual cash from operations, the Company’s financial condition and capital requirements and any other factors the Company’s Board of Directors may consider relevant. Future dividend declarations, as well as the record and payment dates for such dividends, will be determined by the Company’s Board of Directors on a quarterly basis.

This Quarterly Report on Form 10-Q contains forward looking statements. Forward looking statements relate to future events or our future financial performance. We generally identify forward looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. These statements are only predictions. We have based these forward looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, results of operations and financial condition. The outcome of the events described in these forward looking statements is subject to risks, uncertainties and other factors described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Accordingly, you should not rely upon forward looking statements as predictions of future events. We cannot assure you that the events and circumstances reflected in the forward looking statements will be achieved or occur, and actual results could differ materially from those projected in the forward looking statements. The forward looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

We are a leading provider of type, technology and expertise for creative applications and consumer devices. Our vision is that our fonts and technology empower every word and experience. We strive to enable the best user experience and ensure brand integrity, regardless of device, platform or language. We help creative professionals, consumer device manufacturers and independent software vendors connect their brands, content, products and services to consumers and businesses everywhere, from content creation to consumption. Monotype is home to some of the world’s best known typeface collections. Along with our custom type services, our solutions enable customers to express their creativity, while our tools and technologies improve creative workflows and maximize efficiency as content is published or distributed. Our solutions provide worldwide language coverage and high-quality text, and our embedded solutions support compelling user interfaces and brand fidelity by providing for the display of content on any device or platform, as the author intended. We offer more than 25,000 typeface designs, and include some of the world’s most widely used designs, such as the Times New Roman^®, Helvetica^®, Frutiger^®, ITC Franklin Gothic™, FF Meta^® and Droid™ typefaces, and support more than 250 Latin and non-Latin languages. Our e-commerce websites, includingmyfonts.com, fonts.com, fontshop.com, linotype.comand fontfont.com, which attracted more than 77 million visits in 2014 from over 200 countries and territories, offer thousands of high-quality font products, in some cases more than 127,000, including our own fonts from the Monotype Libraries as well as fonts from third parties.

We derive revenue from two principal sources: licensing our fonts and font related services to creative and business professionals, which we refer to as our Creative Professional revenue, and licensing our text imaging solutions to consumer device manufacturers and independent software vendors, which we refer to as our OEM revenue. We derive our Creative Professional revenue primarily from brands, agencies, publishers, corporations, enterprises, small businesses and individuals. Some of our revenue streams, particularly custom font design service revenue where spending is largely discretionary in nature, have historically been and we expect them to continue to be in the future, susceptible to weakening economic conditions.

Geographic revenue, which is based on the location of our subsidiary receiving such revenue, is in the table below:


	Six Months Ended June 30,										Three Months Ended September 30,
	2015					2014					2015					2014
	Sales		% of Total			Sales		% of Total			Sales		% of Total			Sales		% of Total
	(In thousands, except percentages)										(In thousands, except percentages)
United States	$	51,363		55.5	%	$	48,538		53.3	%	$	27,154		55.0	%	$	25,041		53.2	%
United Kingdom		3,378		3.7			5,329		5.9			4,029		8.2			2,248		4.8
Germany		11,233		12.2			8,687		9.5			5,877		11.9			7,131		15.2
Japan		25,980		28.1			28,081		30.9			12,235		24.8			12,449		26.4
Other Asia		497		0.5			400		0.4			57		0.1			194		0.4

Total	$	92,451		100.0	%	$	91,035		100.0	%	$	49,352		100.0	%	$	47,063		100.0	%


											Nine Months Ended September 30,
											2015					2014
											Sales		% of Total			Sales		% of Total
											(In thousands, except percentages)
United States											$	78,517		55.4	%	$	73,579		53.3	%
United Kingdom												7,407		5.2			7,577		5.5
Germany												17,110		12.1			15,818		11.5
Japan												38,215		26.9			40,530		29.3
Other Asia												554		0.4			594		0.4

Total											$	141,803		100.0	%	$	138,098		100.0	%

For the three months ended ~~June~~September 30, 2015 and 2014, sales by our subsidiaries located outside the United States comprised ~~42.8%~~45.0% and ~~45.3%~~46.8%, respectively, of our total revenue. For the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, sales by our subsidiaries located outside the United States comprised ~~44.5%~~44.6% and 46.7%, respectively, of our total revenue. We expect that sales by our international subsidiaries will continue to represent a substantial portion of our revenue for the foreseeable future. Future international revenue will depend on the continued use and expansion of our ~~text imaging solutions~~fonts and font technology worldwide.

We derive a significant portion of our OEM revenue from a limited number of customers, in particular manufacturers of laser printers and consumer electronics. For the three months ended ~~June~~September 30, 2015 and 2014, our top ten licensees by revenue, ~~all~~most of which are ~~with~~ OEM customers, accounted for approximately ~~34.1%~~34.5% and ~~36.1%~~35.5% of our total revenue, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, our top ten licensees by revenue, ~~all~~most of which are ~~with~~ OEM customers, accounted for approximately ~~34.8%~~34.4% and ~~37.4%~~36.3% of our total revenue, respectively. As Creative Professional revenue growth is expected to continue to outpace OEM revenue growth, we expect total revenue from our top ten licensees to continue to decrease as a percentage of total revenue. Although no one customer accounted for more than 10% ~~or moreof~~of our total revenue for the three or ~~six~~nine months ended ~~June~~September 30, 2015 or 2014, if we are unable to maintain relationships with major customers or establish relationships with new customers, our licensing revenue will be adversely affected.

Our Creative Professional revenue is derived from font licenses, font related services and from custom font design services. We license fonts directly to end-users through our e-commerce websites, via telephone, email and indirectly through third-party resellers. Font related services refer to our web font services and web design tools. We also license fonts and provide custom font design services to graphic designers, advertising agencies, media organizations and corporations. We refer to direct, indirect and custom revenue, as non-web revenue, and refer to revenue that is derived from our websites, as web revenue.

Revenue from font licenses to our e-commerce customers is recognized upon payment by the customer and when the software embodying the font is shipped or made available. Revenue from font licenses to other customers is recognized upon shipment of the software embodying the font and when all other revenue recognition criteria have been met. Revenue from resellers is recognized upon notification from the reseller that our font product has been licensed and when all other revenue recognition criteria have been met. Custom font design services revenue is generally recognized upon delivery, unless it is part of a bundled services arrangement, in which case, it is recognized over the longest service period. Font related service revenue is mainly subscription based and it may

contain software as a service. The subscription revenue is recognized ratably over the subscription period. We consider web server and commercial rights to online fonts as recurring revenue and it is recognized upon invoicing and proof of font delivery, when all other revenue recognition criteria have been met. Contract accounting is used where services are deemed essential to the software. We consider both the completed contract and percentage-of-completion method of revenue recognition for contract accounting arrangements. We have the ability to make reasonable estimates, and therefore, typically use the percentage-of-completion method in arrangements subject to contract accounting applying input or output measures, where appropriate. We make certain ~~judgements,~~judgments by estimating the amount of expenses to be recognized, together with the percent of revenue earned in each particular period.

Our OEM revenue is derived substantially from per-unit royalties received for printer imaging and printer driver, or printer products, and display imaging products. Under our licensing arrangements we typically receive a royalty for each product unit incorporating our text imaging solutions that is shipped by our OEM customers. We also receive OEM revenue from fixed fee licenses with certain of our OEM customers. Fixed fee licensing arrangements are not based on units the customer ships, but instead, customers pay us on a periodic basis for the right to embed our typefaces and technology. Although significantly less than royalties from per-unit shipments and fixed fees from OEM customers, we also receive revenue from software application and operating systems vendors, who include our typefaces and technology in their products, and for font development. Many of our per-unit royalty licenses continue for the duration that our OEM customers ship products that include our technology, unless terminated for breach. Other licenses have terms that typically range from one to five years, and usually provide for automatic or optional renewals. We recognize revenue from per-unit royalties in the period during which we receive a royalty report from a customer, typically one quarter after royalty-bearing units are shipped, as we do not have the ability to estimate the number of units shipped by our customers. Revenue from fixed fee licenses is generally recognized when it is billed to the customer, so long as the product has been delivered, the license fee is fixed and non-refundable and collection is probable. OEM revenue also includes project-related agreements for which contract accounting may be used.

Our cost of revenue consists of font license fees that we pay on certain fonts that are owned by third parties, allocated internal engineering expense and overhead costs directly related to custom font design services. License fees that we pay to third parties are typically based on a percentage of our Creative Professional and OEM revenue and do not involve minimum fees. Our cost of OEM revenue is typically lower than our cost of Creative Professional revenue because we own a higher percentage of the fonts licensed to our OEM customers, provide value-added technology and have negotiated lower royalty rates on the fonts we license from third parties because of volume. The cost of our custom font design service revenue is substantially higher than the cost of our other revenue and, as a result, our gross margin varies from period-to-period depending on the level of custom font design service revenue recorded.

Cost of revenue also includes amortization of acquired technology, which we amortize over 8 to 15 years. For purposes of amortizing acquired technology we estimate the remaining useful life of the technology based upon various considerations, including our knowledge of the technology and the way our customers use it. We use the straight-line method to amortize our acquired technology as there is no reliable evidence to suggest that we should expect any other pattern of amortization than an even pattern, and we believe this best reflects the expected pattern of economic usage.

Our gross profit percentage is influenced by a number of factors including product mix, pricing and volume at any particular time. However, our cost of OEM revenue is typically lower than our cost of Creative Professional revenue because we own a higher percentage of the fonts licensed to our OEM customers, provide value-added technology and have negotiated lower royalty rates on the fonts we license from third parties because of volume. Within our Creative Professional business, the cost of our custom font design service revenue is substantially higher than the cost of our other revenue. As a result, our gross profit varies from period-to-period depending on the mix between, and within, Creative Professional and OEM revenue.

The preparation of financial statements and related disclosures in conformity with GAAP and our discussion and analysis of our financial condition and results of operations requires us to make judgments, assumptions and estimates that affect the amounts reported in our consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates.

There has been no material change in our critical accounting policies since December 31, 2014. Information about our critical accounting policies may be found in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Critical Accounting Policies,” of our Annual Report on Form 10-K for the year ended December 31, 2014.

Results of Operations for the Three Months Ended ~~June~~September 30, 2015 Compared to Three Months Ended ~~June~~September 30, 2014

The following table sets forth items in the condensed consolidated quarterly ~~statements~~statement of income as a percentage of sales for the periods indicated:

~~The following discussion compares the three months ended June 30, 2015 with the three months ended June 30, 2014.~~

We view our operations and manage our business as one segment: the development, marketing and licensing of technologies and fonts. Factors used to identify our single segment include the financial information available for evaluation by our chief operating decision maker in making decisions about how to allocate resources and assess performance. While our technologies and services are sold to customers in two principal markets, Creative Professional and consumer device manufacturers and independent software vendors, together OEM, expenses and assets are not formally allocated to these markets, and operating results are assessed on an aggregate basis to make decisions about the allocation of resources.

The following table presents revenue for these two principal markets (in thousands):


	Three Months Ended June 30,				Increase/ (Decrease)			Three Months Ended September 30,				Increase (Decrease)
	2015		2014		Increase/ (Decrease)			2015		2014
Creative Professional	$	20,678	$	18,266	$	2,412		$	22,472	$	20,118	$	2,354
OEM		25,727		26,697		(970	)		26,880		26,945		(65	)

Total revenue	$	46,405	$	44,963	$	1,442		$	49,352	$	47,063	$	2,289

Revenue was ~~$46.4~~$49.4 million and ~~$45.0~~$47.1 million for the three months ended ~~June~~September 30, 2015 and 2014, respectively, an increase of ~~$1.4~~$2.3 million, or ~~3.2%~~4.9%.

Creative Professional revenue ~~increased $2.4~~was $22.5 million ~~or 13.2%, to $20.7~~and $20.1 million ~~for~~in the three months ended ~~June~~September 30, 2015 ~~as compared to $18.3~~and 2014, respectively, an increase of $2.4 million, ~~for the three months ended June 30, 2014,~~or 11.7%, mainly ~~from increased web revenue~~ due to increased ~~font license~~direct revenue. Direct revenue ~~and~~increased partially due to increased sales of our web font ~~services.~~services and partially due to increased recurring royalties and licenses of web server applications to enterprise customers.

OEM revenue was ~~$25.7~~consistent at $26.9 million ~~and $26.7 million for~~in the three months ended ~~June~~September 30, 2015 and ~~2014, respectively, a decrease of $1.0 million, or 3.6%.~~2014. Decreased printer product royalty revenue was offset by increased license revenue from ~~per unit royalty arrangements with~~ our ~~printer and~~ display imaging consumer electronic OEM ~~customers was partially offset by increased revenue from our~~and independent software vendor customers ~~mainly due~~in the third quarter of 2015, as compared to the ~~timing of certain non-recurring license deals~~same period in ~~the second quarter of~~ 2014.

Cost of revenue, excluding amortization of acquired technology, was ~~$7.6~~$7.4 million and ~~$7.3~~$7.2 million for the three months ended ~~June~~September 30, 2015 and 2014, respectively, an increase of ~~$0.3~~$0.2 million, or ~~3.2%~~1.7%. As a percentage of total revenue, cost of revenue, excluding amortization of acquired technology, was ~~consistent at 16.3%~~14.9% and 15.4% for the three months ended September 30, 2015 and 2014, respectively, mainly due to product mix. In the three months ended September 30, 2015, Creative Professional revenue was 45.5% of total revenue, as compared to 42.7% of total revenue in the same period in 2014. Our Creative Professional revenue has a higher associated cost than our OEM revenue because Creative Professional revenue typically contains a higher proportion of third party fonts. Accordingly, when Creative Professional revenue increases as a percentage of total revenue, we would normally expect our overall gross profit percentage to decrease. However, in the three months ended ~~June~~September 30, ~~2015 and 2014, respectively. In the second quarter of~~ 2015, as compared to the same period in 2014, ~~custom font design revenue had a lower associated cost, the impact of which was offset by an increase in~~our Creative Professional revenue which typically has a higher associated cost than our OEM revenue. In the three months ended June 30, 2015, Creative Professional revenue was 44.6% of total revenue, as compared to 40.6% of total revenue in the same period in 2014.included several large contracts with enterprise customers that did not include third party fonts.

The portion of cost of revenue consisting of amortization of acquired technology was ~~unchanged at~~$1.0 million and $1.1 million for the three months ended ~~June~~September 30, 2015 and 2014, ~~respectively.~~respectively, a decrease of $0.1 million, or 8.4%.

Gross profit was 83.0% of sales in the three months ended ~~June~~September 30, ~~2015 and 2014 was consistent at 81.3% and 81.2% of sales, respectively. In the second quarter of~~ 2015, as compared to 82.2% in the ~~same period in~~three months ended September 30, 2014, wean increase of 0.8 percentage points. We achieved an improved gross profit on ~~custom font development revenue, which was offset by a higher mix of~~our Creative Professional revenue in the three months ended September 30, 2015, as detailed above.

Marketing and Selling.Marketing and selling expense ~~increased $2.5~~was $15.5 million ~~or 21.2%, to $14.5~~and $13.4 million in the three months ended ~~June~~September 30, 2015 ~~as compared to $12.0~~and 2014, respectively, an increase of $2.1 million, or 15.8%. Personnel expenses increased $1.1 million in the ~~three months ended June 30, 2014. Personnel expenses increased $1.9 million due to additional headcount primarily from our acquisitions~~third quarter of ~~Swyft Media and FontShop, and increased share based compensation in the three months ended June 30,~~ 2015, as compared to the same period in ~~2014. Increased infrastructure expenses,~~2014, due to additional headcount primarily ~~rent~~from our acquisition of Swyft Media, key hiring and ~~depreciation expense, mainly associated with our new corporate office, contributed~~higher share based compensation expense. Targeted marketing spending, including branding campaigns and website redesign increased $0.5 million ~~to the increase~~ in the three months ended ~~June~~September 30, 2015, as compared to the same period in 2014.

Research and Development. Research and development expense was ~~$5.3~~consistent at $5.2 million in the three months ended ~~June~~September 30, 2015 ~~as compared to $4.9 million in the three months ended June 30, 2014, an increase of $0.4 million, or 7.7%, primarily from an increase in personnel~~ and ~~consulting expenses.~~2014.

General and Administrative. General and administrative expense increased ~~$1.6~~$1.7 million, or ~~30.2%~~25.9%, to ~~$7.0~~$8.2 million in the three months ended ~~June~~September 30, 2015, as compared to ~~$5.4~~$6.5 million in the three months ended ~~June~~September 30, 2014. Personnel and personnel related expenses increased ~~$0.5~~$1.0 million in the three months ended ~~June~~September 30, 2015, as compared to the same period in

~~increases in~~ key hiring and higher share based ~~compensation.~~compensation expense. Higher infrastructure expenses, primarily depreciation and software maintenance associated with our new ERP systems, and facilities related expenses, primarily associated with our new corporate office, contributed $0.6 million to the overall increase in general and administrative expense. In the three months ended ~~June~~September 30, 2014, we recognized a $0.6 million reduction in expense due to ~~a revised~~an estimate revision for contingent acquisition consideration. There was no similar item in the same period in 2015. ~~Higher infrastructure~~These increases were partially offset by a $0.4 million decrease in professional service expenses ~~primarily depreciation and software maintenance expense associated with our new ERP systems, contributed $0.3 million~~in the third quarter of 2015, as compared to the ~~overall increase~~same period in ~~general and administrative expense.~~2014, due to the timing of acquisition related expenses.

Amortization of Other Intangible Assets. Amortization of other intangible assets decreased $0.7 million, or ~~44.8%~~45.7%, to ~~$0.8~~$0.9 million in the three months ended ~~June~~September 30, 2015, as compared to ~~$1.5~~$1.6 million in the three months ended ~~June~~September 30, 2014 mainly the result of an asset becoming fully amortized in the ~~fall~~fourth quarter of 2014.

Interest expense, net of interest income was ~~consistent at~~$0.2 million and $0.3 million ~~for~~in the three months ended ~~June~~September 30, 2015 and 2014, respectively, a decrease of $0.1 million, or 10.6%. There was no debt outstanding during the three months ended September 30, 2015 or during the same period in 2014. Interest expense in both time periods ~~consisted~~consists mainly of unused line fees in connection with our previous Credit Facility. ~~There was no debt outstanding during either period.~~

~~Loss~~Losses on foreign exchange ~~increased $0.4~~were $44 thousand and $0.8 million ~~or 266.2%, to $0.5 million for~~in the three months ended ~~June~~September 30, 2015 ~~as compared to $0.1~~and 2014, respectively, a decrease of $0.8 million for the three months ended June 30, 2014. In the three months ended June 30, 2015, the loss on foreign exchange was primarily due to the strengthening of the British pound sterling, as compared to the U.S. dollar. In the three months ended June 30, 2014, the loss was primarily due to the revaluation of ~~liabilities incurred in the acquisition of Design by Front.~~foreign denominated liabilities.

~~Loss~~Gain on derivatives ~~was consistent at~~were $0.1 million and $0.2 million in the three months ended ~~June~~September 30, 2015 and 2014, respectively, ~~due to~~a decrease of $0.1 million, or 51.4%, resulting from our ~~30-day~~short term forward ~~currency~~ contracts.

~~For~~During the three months ended ~~June~~September 30, 2015 and 2014, our effective tax rate was ~~35.0%~~27.0% and ~~37.2%~~36.8%, respectively. The ~~decrease is primarily due~~effective tax rate for the three months ended September 30, 2015 included a benefit of 6.4% for the reversal of reserves in connection with a settlement of a U.S. federal tax audit of the Company’s 2012 tax return and the expiration of the statute of limitations on reserves related to the Company’s 2011 tax returns, as compared to a benefit of 1.2% for the reversal of reserves in the 2014 effective tax rate. In addition, the effect of foreign income and dividends ~~which~~ resulted in a ~~1.1%~~0.7% decrease in the ~~second quarter~~ 2015 effective tax rate, as compared to an increase of 4.0% in the 2014 ~~and~~effective tax rate, due to the changes in the profitability of the Company’s UK subsidiary, to an income position in 2015 from a ~~0.4% decrease~~loss position in ~~state and local income taxes, net of federal benefit.~~2014.

Results of Operations for the ~~Six~~Nine Months Ended ~~June~~September 30, 2015 Compared to ~~Six~~Nine Months Ended ~~June~~September 30, 2014

The following table sets forth items in the condensed consolidated year-to-date statement of income as a percentage of sales for the periods indicated:

~~The following discussion compares the six months ended June 30, 2015 with the six months ended June 30, 2014.~~

The following table presents revenue for these two principal markets (in thousands):


	Six Months Ended June 30,				Increase/(Decrease)			Nine Months Ended September 30,				Increase (Decrease)
	2015		2014		Increase/(Decrease)			2015		2014
Creative Professional	$	41,182	$	35,985	$	5,197		$	63,654	$	56,103	$	7,551
OEM		51,269		55,050		(3,781	)		78,149		81,995		(3,846	)

Total revenue	$	92,451	$	91,035	$	1,416		$	141,803	$	138,098	$	3,705

Revenue was ~~$92.5~~$141.8 million and ~~$91.0~~$138.1 million for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, respectively, an increase of ~~$1.4~~$3.7 million, or ~~1.6%~~2.7%.

Creative Professional revenue increased ~~$5.2~~$7.6 million, or ~~14.4%~~13.5%, to ~~$41.2~~$63.7 million for the ~~six~~nine months ended ~~June~~September 30, 2015, as compared to ~~$36.0~~$56.1 million ~~for~~in the ~~six months ended June 30,~~same period in 2014, mainly ~~from increased web revenue~~ due to increased ~~font~~web and direct revenue. Web revenue increased mainly due to increased desktop license revenue, ~~and~~together with increased sales of our web font ~~services.~~services, in the nine months ended September 30, 2015, as compared to the same period in 2014. Direct revenue increased partially due to increased sales of our web server applications licenses to enterprise customers, and partially due to increased web font services and recurring royalty revenues in the nine months ended September 30, 2015, as compared to the same period in 2014.

OEM revenue was ~~$51.3~~$78.1 million and ~~$55.0~~$82.0 million for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, respectively, a decrease ~~$3.8~~of $3.9 million, or ~~6.9%~~4.7%. Decreased royalty revenue from ~~per unit royalty arrangements with~~ our printer and display imaging consumer electronic OEM customers was partially offset by increased revenue from our independent software vendor ~~customers, mainly due to timing of certain non-recurring license deals in the second quarter of 2014.~~customers.

Cost of revenue, excluding amortization of acquired technology, was ~~$15.0~~$22.3 million ~~and $13.8 million in~~for the ~~six~~nine months ended ~~June~~September 30, 2015, ~~and~~as compared to $21.1 million for the nine months ended September 30, 2014, ~~respectively,~~ an increase of $1.2 million, or ~~8.2%~~6.0%. As a percentage of total revenue, cost of revenue, excluding amortization of acquired technology, was ~~16.2%~~15.8% and 15.2% infor the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, respectively. The ~~increases,~~increase in ~~both dollars and as a percentage~~cost of revenue, ~~are predominantly~~excluding amortization of acquired technology, was mainly due to variations in product mix. In the nine months ended September 30, 2015, Creative Professional revenue was 44.9% of total revenue, as compared to 40.6% of total revenue in the same period in 2014. Our Creative Professional revenue typically has a higher associated cost than our OEM ~~revenue. In the six months ended June 30, 2015,~~revenue because Creative Professional revenue ~~was 44.5%~~contains a higher proportion of ~~total revenue, as compared to 39.5% of total revenue in the same period in 2014.~~third party fonts.

Amortization of acquired technology was ~~unchanged at $2.3~~$3.3 million and $3.4 million for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, ~~respectively.~~respectively, a decrease of $0.1 million, or 3.5%.

Gross profit decreased ~~0.9%~~ to ~~81.4%~~81.9% in the ~~six~~nine months ended ~~June~~September 30, 2015, as compared to 82.3% in the ~~six~~nine months ended ~~June~~September 30, 2014, due to variations in product ~~mix,~~mix. In the nine months ended September 30, 2015, we had a higher percentage of Creative Professional revenue in total revenue, as ~~detailed above.~~compared to the same period in 2014, which typically has a higher associated cost than our OEM revenue.

Marketing and Selling.Marketing and selling expense increased ~~$4.4~~$6.5 million, or ~~19.1%~~17.9%, to ~~$27.5~~$43.0 million in the ~~six~~nine months ended ~~June~~September 30, 2015, as compared to ~~$23.1~~$36.5 million in the ~~six months ended June 30,~~same period in 2014. Personnel expenses increased ~~$2.7~~$3.8 million due to additional headcount primarily from our acquisitions of Swyft Media and FontShop, and increased share based compensation ~~period over period. Targeted marketing spending, including expenses for website redesign and development of marketing materials, increased $0.9 million~~ in the ~~six~~nine months ended ~~June~~September 30, 2015, as compared to the same period in 2014. Targeted marketing spending, including, branding campaigns, website redesign and the development of marketing materials increased $1.7 million, period over period. Increased infrastructure expenses, primarily rent and depreciation, ~~and rent expense,~~which is mainly associated with our new corporate office, contributed $0.6 million to the increase in the ~~first half of~~nine months ended September 30, 2015, as compared to the same period in ~~2014, which is mainly associated with our new corporate office.~~2014.

Research and Development. Research and development expense was ~~$11.1~~$16.2 million and ~~$10.7~~$15.9 million infor the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, respectively, an increase of ~~$0.4~~$0.3 million, or ~~4.0%. Personnel expenses increased $0.2 million~~2.2%, mainly from an increase in ~~the first half of 2015, as compared to the same period in 2014, a result of less custom font development. Increased travel~~software license and ~~infrastructure expenses, mainly rent expense, contributed the remainder of the increase.~~consulting expenses.

General and Administrative. General and administrative expense increased ~~$2.3~~$4.0 million, or ~~20.1%~~22.2%, to ~~$13.9~~$22.1 million in the ~~six~~nine months ended ~~June~~September 30, 2015, as compared to ~~$11.6~~$18.1 million in the ~~same period in~~nine months ended September 30, 2014. Personnel and personnel related expenses increased ~~$1.0~~$2.0 million in the ~~six~~nine months ended ~~June~~September 30, 2015, as compared to the same period in 2014, ~~primarily the result of~~mainly due to increased share based compensation and ~~increased headcount. Increased~~key hiring. Higher infrastructure expenses ~~primarily rent and depreciation expense,~~ contributed ~~$0.9~~$1.1 million to the overall increase, ~~which is principally~~mainly resulting from increased software maintenance and depreciation expenses, primarily associated with our new ~~corporate office. Professional~~ERP systems. In the nine months ended September 30, 2014, we recognized a $1.2 million reduction in expense resulting from an estimate revision of contingent acquisition consideration. There was no similar item in 2015. This was partially offset by a $0.6 million decrease in professional service expenses ~~increased $0.3 million~~ in the ~~first half of~~nine months ended September 30, 2015, ~~as compared to the same period in 2014, due to~~resulting from the timing of ~~acquisition related~~acquisitions and non-recurring expenses.

Amortization of Other Intangible Assets. Amortization of other intangible assets decreased ~~$1.4~~$2.1 million, or ~~47.9%~~47.1%, to ~~$1.5~~$2.4 million infor the ~~six~~nine months ended ~~June~~September, 30, 2015, as compared to ~~$2.9~~$4.5 million infor the ~~six~~nine months ended ~~June~~September 30, 2014, mainly the result of an asset becoming fully amortized in the ~~fall~~fourth quarter of 2014.

Interest expense, net of interest income, was ~~consistent at $0.5~~$0.8 million ~~for~~in both the ~~six~~nine months ended ~~June~~September 30, 2015 and ~~2014. There was no debt outstanding during either the six months ended June 30, 2015 or~~ 2014. Interest expense in both periods consisted mainly of unused line fees in connection with our previous Credit Facility. There was no debt outstanding during either period.

Loss on foreign exchange ~~increased $0.4~~was $0.7 million ~~or 260.0%, to $0.6~~and $1.0 million for the ~~six~~nine months ended June 30, 2015, as compared to $0.2 million for the six months ended June 30, 2014. In the six months ended June 30, 2015, the loss on foreign exchange was primarily due to the strengthening of the Euro and British pound sterling, as compared to the U.S. dollar. In the six months ended June 30, 2014, the loss was primarily due to the revaluation of liabilities incurred in the acquisition of Design by Front.

~~Loss on derivatives was $0.1 million and $0.2 million in the six months ended June~~September 30, 2015 and 2014, respectively, a decrease of ~~$0.1~~$0.3 million, or ~~66.4%~~33.4%, ~~primarily~~mainly due to the revaluation of foreign denominated liabilities.

Gain on derivatives was $48 thousand and $33 thousand for the nine months ended September 30, 2015 and 2014, respectively, resulting from our ~~30-day~~short term forward ~~currency~~ contracts.

~~For~~Our effective tax rate was 31.3% and 37.2% for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, ~~our effective tax rate was 33.7% and 37.4%,~~ respectively. The effective tax rate for the ~~six~~nine months ended ~~June~~September 30, 2015 included a benefit of ~~1.7%~~3.3% for the reversal of reserves related to the settlements of tax audits in ~~connection with a settlement~~the U.S. and Japan, as well as the expiration of the ~~tax audit~~statute of limitations on reserves related to the Company’s ~~Japan subsidiary. There was no similar item~~2011 tax returns, as compared to a benefit of 0.4% in the ~~same period in 2014. In addition,~~2014 effective tax rate. Additionally, the effect of foreign income and dividends resulted in a ~~0.9%~~0.8% decrease in the 2015 effective tax rate, as compared to an increase of ~~0.7%~~1.7% in the 2014 effective tax ~~rate.~~rate, due to changes in the profitability of the Company’s UK subsidiary from a loss position in 2014, to an income position in 2015. The effective tax rate included a charge of ~~1.4%~~1.3% for state and local income taxes, net of federal benefit, as compared to a charge of 1.9% in 2014.

Cash Flows for the ~~Six~~Nine Months Ended ~~June~~September 30, 2015 and 2014

Since our inception, we have financed our operations primarily through cash from operations, private and public stock sales and long-term debt arrangements, as described below. We believe our existing cash and cash equivalents, our cash flow from operating activities and available bank borrowings will be sufficient to meet our anticipated cash needs for at least the next twelve months. At ~~June~~September 30, 2015, our principal sources of liquidity were cash and cash equivalents totaling ~~$74.6~~$86.3 million and a ~~$120.0~~$150.0 million revolving ~~credit facility,~~Credit Facility, of which there were no outstanding borrowings. ~~On October 23, 2013, our Board of Directors approved a share repurchase program of up to $50.0 million of our outstanding common stock over a maximum two year period.~~ In the ~~first half of~~nine months ended September 30, 2015, we used $18.2 million in cash to repurchase shares in connection with our share repurchase program approved in October 2013 and completed ~~the repurchase program~~ in June 2015, after reaching the maximum cumulative spend. We also used $0.4 million in cash to repurchase shares in excess of our previously approved share repurchase program. Our future working capital requirements will depend on many factors, including the operations of our existing business, our potential strategic expansion and future acquisitions we might undertake.

The following table presents our cash flows from operating activities, investing activities and financing activities for the periods presented (in thousands):


	Six Months Ended June 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Net cash provided by operating activities	$	24,363		$	30,200		$	40,252		$	46,398
Net cash used in investing activities		(21,136	)		(3,487	)		(22,094	)		(15,195	)
Net cash used in financing activities		(18,466	)		(24,347	)		(21,699	)		(26,439	)
Effect of exchange rates on cash and cash equivalents		(466	)		27			(469	)		(587	)

Total (decrease) increase in cash and cash equivalents	$	(15,705	)	$	2,393
(Decrease) increase in cash and cash equivalents							$	(4,010	)	$	4,177

Significant variations in operating cash flows may occur because, from time-to-time, our customers make prepayments against future royalties. Prepayments may be required under the terms of our license agreements and are occasionally made on an elective basis and often cause large fluctuations in accounts receivable and deferred revenue. The timing and extent of such prepayments significantly impacts our cash balances.

We generated ~~$24.4~~$40.3 million in cash from operations during the ~~six~~nine months ended ~~June~~September 30, 2015. Net income, after adjusting for depreciation and amortization, loss on retirement of fixed assets, loss on debt extinguishment, amortization of deferred financing costs and accretion of interest, share based compensation, excess tax benefit on stock options, provision for doubtful accounts, deferred income taxes and unrealized currency ~~loss~~gain on foreign denominated

intercompany transactions generated ~~$25.6~~$40.8 million in cash. ~~Decreased~~Increases in accrued expenses and ~~income taxes,~~other liabilities, and accounts payable, ~~offset by decreased~~combined with a decrease in prepaid expenses ~~used $1.5~~and other assets generated $3.0 million, ~~in cash, primarily a result of the payment of 2014 accrued variable compensation amounts. Decreased deferred revenue offset by increased accounts receivable generated $0.5 million in cash~~which is mainly due to the timing of ~~customer payments.~~payments including a higher dividend accrual. Accrued income taxes generated $1.1 million during the nine months ended September 30, 2015. Increased accounts receivable, and decreased deferred revenue used $4.7 million net in cash, which is mainly due to the timing of a large contract signing.

We generated ~~$30.2~~$46.4 million in cash from operations during the ~~six~~nine months ended ~~June~~September 30, 2014. Net income, after adjusting for depreciation and amortization, adjustment to contingent consideration, loss on retirement of fixed assets, amortization of deferred financing costs and accretion of interest, share based compensation, excess tax benefit on stock options, provision for doubtful accounts, deferred income taxes and unrealized currency gain on foreign denominated intercompany transactions generated ~~$26.5~~$39.1 million in cash. ~~Deferred revenue generated $1.9 million in cash, mainly due to the timing of customer payments.~~ A decrease in accrued expenses and other liabilities used ~~$2.5~~$0.8 million, primarily a result of the payment of 2013 accrued variable ~~compensation.~~compensation amounts. Accrued income taxes generated ~~$4.6~~$6.5 million during the ~~six~~nine months ended ~~June~~September 30, 2014. Increases in accounts receivable, deferred revenue and accounts payable combined with decreases in prepaid expenses and other assets ~~used $0.3~~generated $1.6 million in cash, which is mainly due to the timing of payments.

During the ~~six~~nine months ended ~~June~~September 30, 2015, we used ~~$21.1~~$22.1 million in investing activities mainly for the purchase of ~~$6.8~~$7.8 million of property and equipment ~~primarily for new ERP systems and our new corporate office,~~ and $14.3 million for acquisitions. During the ~~six~~nine months ended ~~June~~September 30, 2014, we used ~~$3.5~~$15.2 million in investing activities mainly for the purchase of ~~$2.5~~$4.5 million of property and equipment and ~~$1.0~~$10.7 million for acquisitions.

Cash used in financing activities for the ~~six~~nine months ended ~~June~~September 30, 2015 was ~~$18.5~~$21.7 million. We received cash from the exercises of stock options of ~~$5.9~~$6.6 million and the excess tax benefit on stock options provided $1.7 million. We paid cash dividends of ~~$7.2~~$11.1 million, ~~made~~ contingent consideration payments of $0.3 million, and purchased $18.6 million in treasury stock in the ~~six~~nine months ended ~~June~~September 30, 2015.

Cash used in financing activities for the ~~six~~nine months ended ~~June~~September 30, 2014 was ~~$24.3~~$26.4 million. We received cash from the exercises of stock options of ~~$3.1~~$5.3 million and the excess tax benefit on stock options provided ~~$2.0~~$3.0 million. We paid cash dividends of ~~$5.5 million, and~~$8.7 million. We also purchased ~~$23.9~~$26.1 million in treasury stock in the ~~six~~nine months ended ~~June~~September 30, 2014.

On ~~April 28,~~July 22, 2015 our Board of Directors approved a $0.10 per share or ~~$3.2~~$4.0 million, quarterly cash dividend on our outstanding common stock. The record date was ~~July~~October 1, 2015 and the dividend was paid to shareholders of record on ~~July~~October 21, 2015. We anticipate this to be a recurring quarterly dividend with future payments and record dates, subject to board approval. On ~~July 22,~~October 26, 2015, the Company’s Board of Directors approved a $0.10 per share quarterly cash dividend on our outstanding common stock. The record date is set for ~~October 1, 2015~~January 4, 2016 and the dividend is payable to shareholders of record on ~~October 21, 2015.~~January 22, 2016.

On ~~July 13, 2011 we~~September 15, 2015, the Company entered into a new credit agreement (the “New Credit Agreement”) by and among the Company, the Company’s subsidiary, Monotype Imaging Inc., any financial institution that becomes a Lender (as defined therein) and Silicon Valley Bank (“SVB”), as agent which provides for a five-year $150.0 million secured revolving credit facility (the “Credit Facility”). The Credit Facility permits the Company to request that the Lenders, at their election, increase the secured credit facility to a maximum of $200.0 million. The Credit Facility provides more attractive interest rates and a lower commitment fee than those under the Original Credit Agreement, as defined below. The New Credit Agreement replaced the Company’s existing $120.0 million revolving credit facility (the ~~“Credit Facility”~~“Original Credit Agreement”). by and between the Company and Wells Fargo Capital Finance, LLC. The ~~Credit Facility replaced the Amended and Restated~~Original Credit Agreement ~~which~~was terminated effective September 15, 2015 and was scheduled to expire on July ~~30, 2012.~~ 13, 2016.

Borrowings under the Credit Facility bear interest through September 15, 2020 at a variable rate not less than zero based onupon, at the ~~leverage ratio at~~Company’s option, either LIBOR or the higher of (i) the prime rate ~~plus 0.5%,~~ as ~~defined~~published in the ~~credit agreement,~~Wall Street Journal and (ii) 0.5% plus the overnight federal funds rate, plus in each case, an applicable margin. The applicable margin for LIBOR loans, based on the applicable leverage ratio, is 1.25%, 1.50% or ~~(ii) LIBOR plus 1.5%.~~1.75% per annum, and the applicable margin for base rate loans, based on the applicable leverage ratio, is either 0.25%, 0.50% or 0.75%% per annum. At September 30, 2015 our rate, inclusive of applicable margins, was 1.4% for LIBOR. At September 30, 2015, the Company had no outstanding debt under the Credit Facility. The Company is required to pay ~~an unused line~~a commitment fee, based on the applicable leverage ratio, equal to ~~0.375%~~0.20%, 0.25% or 0.30% per annum on the undrawn portion available under the revolving credit facility and variable per annum fees in respect of outstanding letters of credit. ~~At June 30, 2015 our rate, inclusive of applicable margins, was 3.75% for prime and we had no outstanding debt under the Credit Facility. There are no required repayments. The Company, in accordance~~In connection with the New Credit ~~Facility, is permitted~~Agreement, the Company incurred closing and legal fees of approximately $0.8 million, which have been accounted for as deferred financing costs and will be amortized to ~~request~~interest expense over the term of the New Credit Agreement. In addition, $0.1 million of unamortized deferred financing costs associated with the pro-rata share of prior loan syndicate lenders that did not participate in the ~~Lenders, at their election, increase~~new facility were written off and charged to other expense in the ~~secured credit facility to a maximum~~third quarter of ~~$140.0 million.~~2015.

In addition to other covenants, the New Credit Facility provides that we not exceed a maximum leverage ratio. The leverage ratio is defined as the ratio of aggregate outstanding indebtedness to trailing twelve months Adjusted EBITDA. Adjusted EBITDA is defined as consolidated net earnings (or loss), plus net interest expense, income taxes, depreciation and amortization and share based compensation expense, plus restructuring, issuance costs, cash non-operating costs and other expenses or losses minus cash non-operating gains and other non-cash gains; provided however that the aggregate of all cash non-operating expense shall not exceed $250 thousand and all such fees, costs and expenses shall not exceed $1.5 million on a trailing twelve months basis.

Additional limits are imposed on acquisition related expenses. We also must maintain a minimum fixed charge ratio. As of June 30, 2015, the maximum leverage ratio permitted was 3.00:1.00 and our leverage ratio was 0.00:1.00 and the minimum fixed

charge coverage ratio was 1.25:1.00 and our fixed charge ratio was 3.83:1.00. Failure to comply with these covenants, or the occurrence of an event of default, could permit the Lenders under the Credit Facility to declare all amounts borrowed under the Credit Facility, together with accrued interest and fees, to be immediately due and payable. In addition, the Credit Facility is secured by substantially all of our assets andAgreement places limits on the ~~Company’s~~Company and its subsidiaries’ ability to incur debt or liens and engage in sale-leaseback transactions, make loans and investments, incur additional indebtedness, engage in mergers, acquisitions and asset sales, transact with affiliates and alter its business. The New Credit Agreement also contains events of default, and affirmative covenants, including financial maintenance covenants which include (i) a maximum ratio of consolidated total debt to consolidated adjusted EBITDA of 3.00 to 1.00 and (ii) a minimum consolidated fixed charge coverage ratio of 1.25 to 1.00. Adjusted EBITDA, under the Credit Facility, is defined as consolidated net income (or loss), plus net interest expense, income taxes, depreciation and amortization, and share based compensation expense, plus acquisition expenses not to exceed $2.0 million on a trailing twelve month basis, plus restructuring, issuance costs, cash non-operating costs and other expenses or losses minus cash non-operating gains and other non-cash gains. As of September 30, 2015, the maximum leverage ratio permitted was 3.00:1.00 and our leverage ratio was 0.00:1.00 and the minimum fixed charge coverage ratio was 1.25:1.00 and our fixed charge ratio was 4.10:1.00. Failure to comply with these covenants, or the occurrence of an event of default, could permit the Lenders under the New Credit Agreement to declare all amounts borrowed under the New Credit Agreement, together with accrued interest and fees, to be immediately due and payable. In addition, the Credit Facility is secured by a lien on substantially all of the Company’s and its domestic subsidiaries’ tangible and intangible property by a pledge of all of the equity interests of the Company’s direct and indirect domestic subsidiaries and by a pledge by the Company’s domestic subsidiaries of 65% of the equity of their direct foreign subsidiaries, subject to limited exceptions. We were in compliance with all covenants under our Credit Facility as of September 30, 2015.

The following table presents a reconciliation from net income, which is the most directly comparable GAAP operating performance measure, to EBITDA and from EBITDA to Adjusted EBITDA as defined in our ~~credit facilities~~Credit Facility (in thousands):


	Three Months Ended June 30,					Six Months Ended June 30,					Three Months Ended September 30,					Nine Months Ended September 30,
	2015		2014			2015		2014			2015		2014			2015		2014
Net income	$	5,904	$	7,691		$	13,261	$	16,136		$	8,039	$	7,039		$	21,300	$	23,175
Provision for income taxes		3,183		4,549			6,742		9,657			2,975		4,102			9,717		13,759
Interest expense, net		304		250			538		526			237		265			775		791
Depreciation and amortization		2,794		2,988			5,096		5,970			2,810		3,177			7,906		9,147

EBITDA	$	12,185	$	15,478		$	25,637	$	32,289		$	14,061	$	14,583		$	39,698	$	46,872
Share based compensation		3,470		2,756			6,241		5,016			3,600		2,819			9,841		7,835
Non-cash add backs		—		(552	)		—		(552	)		112		(600	)		112		(1,152	)
Restructuring, issuance and cash non-operating costs⁽²⁾		78		66			199		39			285		753			484		792
Acquisition expenses		—		340			339		398			—		986			339		1,384

Adjusted EBITDA⁽¹⁾	$	15,733	$	18,088		$	32,416	$	37,190		$	18,058	$	18,541		$	50,474	$	55,731

The Credit Facility also contains provisions for an increased interest rate during periods of default. We do not believe that these covenants will affect our ability to operate our business, and we were in compliance with ~~all~~the covenants under our Credit Facility as of ~~June~~September 30, 2015.

In addition to Adjusted EBITDA as discussed above, we rely internally on certain measures that are not calculated according to GAAP. This non-GAAP measure is net adjusted EBITDA, which is defined as income (loss) from operations before depreciation, amortization of acquired intangible assets and share based compensation expenses. We use net adjusted EBITDA as a principal indicator of the operating performance of our business. We use net adjusted EBITDA in internal forecasts and models when

establishing internal operating budgets, supplementing the financial results and forecasts reported to our board of directors, determining bonus compensation for our employees based on operating performance and evaluating short-term and long-term operating trends in our operations. We believe that net adjusted EBITDA permits a comparative assessment of our operating performance, relative to our performance based on our GAAP results, while isolating the effects of charges that may vary from period-to-period without direct correlation to underlying operating performance. We believe that these non-GAAP financial adjustments are useful to investors because they allow investors to evaluate the effectiveness of the methodology and information used by management in our financial and operational decision-making. We believe that trends in our net adjusted EBITDA may be valuable indicators of our operating performance.

The following table presents a reconciliation from income from operations, which is the most directly comparable GAAP operating financial measure, to net adjusted EBITDA as used by management (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014		2015		2014		2015		2014
Income from operations	$	10,096	$	12,781	$	21,223	$	26,699	$	11,293	$	12,026	$	32,516	$	38,725
Depreciation and amortization		2,794		2,988		5,096		5,970		2,810		3,177		7,906		9,147
Share based compensation		3,470		2,756		6,241		5,016		3,600		2,819		9,841		7,835

Net adjusted EBITDA(1)	$	16,360	$	18,525	$	32,560	$	37,685
Net adjusted EBITDA⁽¹⁾									$	17,703	$	18,022	$	50,263	$	55,707

In our quarterly earnings press releases and conference calls, in addition to Adjusted EBITDA and net adjusted EBITDA as discussed above, we discuss a key measure that is not calculated according to GAAP. This non-GAAP measure is non-GAAP earnings per diluted share, which is defined as earnings per diluted share before amortization of acquired intangible assets and ~~stock-based~~share based compensation expenses. We use non-GAAP earnings per diluted share as one of our principal indicators of the operating performance of our business. We use non-GAAP earnings per diluted ~~shares~~share in internal forecasts, supplementing the financial results and forecasts reported to our board of directors and evaluating short-term and long-term operating trends in our operations. We believe that non-GAAP earnings per diluted share permits a comparative assessment of our operating performance, relative to our performance based on our GAAP results, while isolating the effects of charges that may vary from period-to-period without direct correlation to underlying operating performance. We believe that these non-GAAP financial adjustments are useful to investors because they allow investors to evaluate the effectiveness of the methodology and information used by management in our financial and operational decision-making. We believe that trends in our non-GAAP earnings per diluted share may be valuable indicators of our operating performance.

The following table presents a reconciliation from earnings per diluted share, which is the most directly comparable GAAP measure, to non-GAAP earnings per diluted share as used by management:


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014		2015		2014		2015		2014
GAAP earnings per diluted share	$	0.15	$	0.19	$	0.33	$	0.40	$	0.20	$	0.17	$	0.53	$	0.57
Amortization, net of tax		0.03		0.04		0.07		0.08		0.04		0.04		0.11		0.13
Share based compensation, net of tax		0.06		0.04		0.10		0.08		0.07		0.06		0.17		0.13

Non-GAAP earnings per diluted share⁽¹⁾	$	0.24	$	0.27	$	0.50	$	0.56	$	0.31	$	0.27	$	0.81	$	0.83

Information concerning recently issued accounting pronouncements may be found in Note 3 to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

We are exposed to financial market risk, including interest rate risk and foreign currency exchange risk.

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables. Cash equivalents consist primarily of bank deposits and certain investments, such as commercial paper, corporate securities and municipal securities, with maturities less than 90 days or containing seven day guaranteed put features to the issuer. Deposits of cash held outside the United States totaled approximately ~~$8.8~~$11.0 million and $10.3 million at ~~June~~September 30, 2015 and December 31, 2014, respectively.

We grant credit to customers in the ordinary course of business. Credit evaluations are performed on an ongoing basis to reduce credit risk, and no collateral is required from our customers. An allowance for uncollectible accounts is provided for those accounts receivable considered to be uncollectible based upon historical experience and credit evaluation. ~~None of our customers~~One customer individually accounted for ~~10% or more~~29.4% of our gross accounts receivable as of ~~June~~September 30, 2015. At December 31, 2014, one customer individually accounted for 10.1% of our gross accounts receivable. Due to the nature of our quarterly revenue streams derived from royalty revenue, it is not unusual for our accounts receivable balances to include a few customers with large balances. Historically, we have not recorded material losses due to customers’ nonpayment.

For the three and ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, no one customer accounted for more than 10% of our revenue.

In the past we have used interest rate derivative instruments to hedge our exposure to interest rate volatility resulting from our variable rate debt. ASC Topic No.815,Derivatives and Hedging, or ASC 815, requires that all derivative instruments be reported on

the balance sheet at fair value and establishes criteria for designation and effectiveness of hedging relationships, including a requirement that all designations must be made at the inception of each instrument. As we did not make such initial designations, ASC 815 requires changes in the fair value of the derivative instrument to be recognized as current period income or expense.

The fair value of derivative instruments is estimated based on the amount that we would receive or pay to terminate the agreements at the reporting date. Our exposure to market risk associated with changes in interest rates relates primarily to our long term debt. The interest rate on our Credit Facility fluctuates with either the prime rate or the LIBOR interest rate. At ~~June~~September 30, 2015 and December 31, 2014, the Company had no borrowings under our revolving Credit Facility. Historically, we have purchased interest rate swap instruments to hedge our exposure to interest rate fluctuations on our debt obligations.

In accordance with ASC Topic No. 830,Foreign Currency Matters, or ASC 830, all assets and liabilities of our foreign subsidiaries whose functional currency is a currency other than U.S. dollars are translated into U.S. dollars at an exchange rate as of the balance sheet date. Revenue and expenses of these subsidiaries are translated at the average monthly exchange rates. The resulting translation adjustments as calculated from the translation of our foreign subsidiaries to U.S. dollars are recorded as a separate component of stockholders’ equity. For the three months ended ~~June~~September 30, 2015 and 2014, sales by our subsidiaries located outside North America, particularly the U.K, Germany and Japan, comprised ~~42.8%~~45.0% and ~~45.3%~~46.8%, respectively, of our total revenue. For the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, sales by our subsidiaries located outside North America comprised ~~44.5%~~44.6% and 46.7%, respectively, of our total revenue. An effect of a 10% strengthening of the British pound sterling, the Euro or Japanese yen, relative to the U.S. dollar, would have decreased our revenues by ~~$4.6~~$4.9 million, increased expenses by ~~$2.8~~$3.0 million and decreased operating income by ~~$1.0~~$1.1 million for the three months ended ~~June~~September 30, 2015. For the ~~six~~nine months ended ~~June~~September 30, 2015, a 10% strengthening of the British pound sterling, the Euro or Japanese yen, relative to the U.S. dollar, would have ~~would have~~ decreased our revenues by ~~$9.2~~$14.2 million, increased expenses by ~~$5.4~~$8.4 million and decreased operating income by ~~$2.1~~$3.3 million. The sensitivity analysis assumes that all currencies move in the same direction at the same time and the ratio of non-U.S. dollar denominated revenue and expenses to U.S. dollar denominated revenue and expenses does not change from current levels.

We incur foreign currency exchange gains and losses related to certain customers that are invoiced in U.S. dollars, but who have the option to make an equivalent payment in their own functional currencies at a specified exchange rate as of a specified date. In the period from that date until payment in the customer’s functional currency is received and converted into U.S. dollars, we can incur realized gains and losses. We also incur foreign currency exchange gains and losses on certain intercompany assets and liabilities denominated in foreign currencies. We are currently utilizing 30-day forward contracts to mitigate our exposure on these currency fluctuations. At both ~~June~~September 30, 2015 and December 31, 2014 there was one currency contract outstanding, to purchase and sell two different currencies, which was entered into on those dates, and accordingly, the fair value was materially equivalent to its book value.

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of ~~June~~September 30, 2015. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures are designed to provide a reasonable assurance of achieving their objectives.

Based on the evaluation of our disclosure controls and procedures as of ~~June~~September 30, 2015, our principal executive officer and principal financial officer concluded that, as of such date, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended ~~June~~September 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There are no material changes in our risk factors from those disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014.

~~(c) Purchases of Equity Securities by the Issuer and Affiliated Purchasers~~

The following table provides information about purchases by the Company during the quarter ended ~~June~~September 30, 2015 of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act:

The exhibits listed in the Exhibit Index immediately preceding the exhibits are filed as part of this Quarterly Report onForm 10-Q and such Exhibit Index is incorporated herein by reference.

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


Delaware		20-3289482
(State of incorporation)		(I.R.S. Employer Identification No.)

600 Unicorn Park Drive Woburn, Massachusetts		01801
(Address of principal executive offices)		(Zip Code)


			Page
Part I. Financial Information				2

Item 1.	~~Condensed~~ Consolidated Financial Statements (Unaudited)			2

	•	Condensed Consolidated Balance Sheets as of ~~June~~September 30, 2015 and December 31, 2014		2

	•	Condensed Consolidated Statements of Income for the three and ~~six~~nine months ended ~~June~~September 30, 2015 and 2014		3

	•	Condensed Consolidated ~~Statements~~Statement of Comprehensive Income for the three and ~~six~~nine months ended ~~June~~September 30, 2015 and 2014		4

	•	Condensed Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014		5

	•	Notes to Condensed Consolidated Financial Statements		6

Item 22..	Management’s Discussion and Analysis of Financial Condition and Results of Operations			1718

Item 3.	Quantitative and Qualitative Disclosures About Market Risk			2930

Item 4.	Controls and Procedures			3031

Part II. Other Information				3132

Item 1.	Legal Proceedings			3132

Item 1A.	Risk Factors			3132

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds			3132

Item 3.	Defaults Upon Senior Securities			32

Item 4.	Mine Safety Disclosures			32

Item 5.	Other Information			3233

Item 6.	Exhibits			3233

Signatures				3334

Exhibit Index				3435


Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)		Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs(1)
April 1, 2015 to April 30, 2015⁽²⁾		50,300	$	33.08		50,300	$	10,437,160
May 1, 2015 to May 29, 2015⁽²⁾		336,856		26.73		336,856		1,434,066
June 1, 2015 to June 30, 2015⁽³⁾⁽⁴⁾		81,659		22.08		69,972		—

Total		468,815	$	26.60		457,128	$	—


	MONOTYPE IMAGING HOLDINGS INC.

Date: ~~July 29,~~November 2, 2015	By:	/S/ DOUGLAS J. SHAW
		Douglas J. Shaw
		President, Chief Executive Officer and Director
		(Principal Executive Officer)

Date: ~~July 29,~~November 2, 2015	By:	/S/ SJ~~COTT~~OSEPH ~~E. L~~D. H~~ANDERS~~ ILL
		~~Scott E. Landers~~ Joseph D. Hill
		Executive Vice President and Chief Financial Officer ~~Chief Operating Officer, Treasurer and~~ ~~Assistant Secretary~~ (Principal Financial Officer)


	Fair Value Measurement at June 30, 2015
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents—money market funds	$	26,458	$	26,458	$	—		$	—
Cash equivalents—commercial paper		9,249		—		9,249			—
Cash equivalents—corporate bonds		4,319		—		4,319			—

Total assets	$	40,026	$	26,458	$	13,568	��	$	—

Liabilities:
Contingent acquisition consideration	$	4,997	$	—	$	—		$	4,997

Total liabilities	$	4,997	$	—	$	—		$	4,997


	Three Months Ended June 30,
	2015					2014
	Sales		% of Total			Sales		% of Total
	(In thousands, except percentages)
United States	$	26,520		57.2	%	$	24,602		54.7	%
United Kingdom		1,530		3.3			2,636		5.9
Germany		5,389		11.6			4,210		9.4
Japan		12,773		27.5			13,367		29.7
Other Asia		193		0.4			148		0.3

Total	$	46,405		100.0	%	$	44,963		100.0	%


Period	Total Number of Shares Purchased⁽¹⁾		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs
July 14, 2015 to July 29, 2015		1,275	$	0.00		—	$	—
August 6, 2015		375		0.00		—		—
September 1, 2015 to September 30, 2015		7,834		0.00		—		—

Total		9,484	$	0.00		—	$	—


Exhibit No.		Description

10.1		~~Form~~Employment agreement by and between Joseph D. Hill and Monotype Imaging Inc., effective as of Incentive Stock Option Agreement under the Second Amended and Restated 2007 Stock Option and Incentive Plan *September 8, 2015 (1)

10.2		~~Form~~Credit Agreement by and among Monotype Imaging Holdings Inc., as Guarantor, Monotype Imaging Inc., as Borrower, the Lenders (as defined herein) and Silicon Valley Bank, dated as of Non-Qualified Option Agreement under the Second Amended and Restated 2007 Stock Option and Incentive Plan *September 15, 2015. (2)

10.3		~~Form~~Guarantee and Collateral Agreement by and among the Guarantors (as defined therein) and Silicon Valley Bank, dated as of Restricted Stock Award Agreement under the Second Amended and Restated 2007 Stock Option and Incentive Plan *

~~10.4~~		Form of Restricted Stock Unit Agreement under the Second Amended and Restated 2007 Stock Option and Incentive Plan *

~~10.5~~		Form of Restricted Stock Award Agreement for Non-Employee Directors under the Second Amended and Restated 2007 Stock Option and Incentive Plan *September 15, 2015. (2)

31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer.*

31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Chief Financial Officer.*

32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer and Chief Financial Officer.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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