Table of Contents                            

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
 ___________________________________________________________ 
FORM 10-Q
 ___________________________________________________________ 
(Mark One)
x    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
For the quarterly period ended September 30, 2017March 31, 2018
or
o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from          to         
Commission File Number: 001-35669
 ___________________________________________________________
SHUTTERSTOCK, INC.
(Exact name of registrant as specified in its charter)
 ___________________________________________________________
Delaware 80-0812659
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
Shutterstock, Inc.
350 Fifth Avenue, 21st Floor
New York, NY 10118
(Address of principal executive offices, including zip code)
(646) 710-3417
(Registrant’s telephone number, including area code)
 __________________________________________________________
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.   x Yes   o 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).   x Yes   o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
 
Accelerated filer o
   
Non-accelerated filer o (Do not check if a smaller reporting company)
   
  
Smaller reporting company o
   
  
Emerging growth company o
   
If an emerging growth company, indicate by check mark if the registrant has elected not elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
   
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  o Yes  x No
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
   
Class Outstanding at October 27, 2017April 19, 2018
Common Stock, $0.01 par value per share 34,674,94734,887,385
 


Table of Contents                            

Shutterstock, Inc.
FORM 10-Q
Table of Contents 
For the Quarterly Period Ended September 30, 2017March 31, 2018
 Page No.
  
 
  
 
 
 
 
 
  
 
  
  
Table of Contents                            

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
 
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, particularly in the discussionsdiscussion under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. TheseOperations.” Examples of forward-looking statements include, but are not limited to, statements that involve expectations, plans or intentions (such as those relating toregarding future business, future results of operations or financial condition, new or planned features, products or services, or management strategies) based on our management’s current beliefs and assumptions. Thesestrategies. You can identify these forward-looking statements can be identified by words such as “may”, “will”, “would”, “should”, “could”, “expect”, “anticipate”, “believe”, “estimate”, “intend”,“may,” “will,” “would,” “should,” “could,” “expect,” “anticipate,” “believe,” “estimate,” “intend,” “plan” and other similar expressions. However, not all forward-looking statements contain these words. These forward-looking statements involve known and unknown risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, among others, those discussed under the caption “Risk Factors” in our most recently filed Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission, or the SEC, on February 27, 2017,22, 2018, and in our consolidated financial statements, related notes, and the other information appearing elsewhere in such report, as well as information appearing in this report on Form 10-Q and our other filings with the SEC. AnyGiven these risks and uncertainties, you should not place undue reliance on these forward-looking statement made by us in this Quarterly Report on Form 10-Q speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may occur and it is not possible for us to predict them all.statements. We do not intend, and, except as required by law, we undertake no obligation, to update any of our forward-looking statements after the date of this report to reflect actual results or future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
Unless the context otherwise indicates, references in this Quarterly Report on Form 10-Q and our other filings with the SEC to the terms “Shutterstock”,“Shutterstock,” “the Company”, “we”,Company,” “we,” “our” and “us” refer to Shutterstock, Inc. and its subsidiaries. “Shutterstock”, “Bigstock”, “Offset”,“Shutterstock,” “Offset,” “Bigstock,” “Rex Features,” “PremiumBeat”, “Rex Features” and “Webdam” and their logos are registered trademarks or logos appearing in this Quarterly Report on Form 10-Q and are the property of Shutterstock, Inc. or one of our subsidiaries. All other trademarks, service marks and trade names appearing in this Quarterly Report on Form 10-Q are the property of their respective owners.
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PART I.     FINANCIAL INFORMATION
Item 1.        Financial Statements.
Shutterstock, Inc.
Consolidated Balance Sheets
(In thousands, except par value amount)
(unaudited)
September 30, December 31,March 31, December 31,
2017 20162018 2017
      
ASSETS      
Current assets:      
Cash and cash equivalents$212,782
 $224,190
$284,882
 $253,428
Short-term investments22,500
 54,972
Accounts receivable, net44,896
 38,107
44,583
 49,932
Prepaid expenses and other current assets35,878
 22,569
33,575
 37,109
Total current assets316,056
 339,838
363,040
 340,469
Property and equipment, net77,770
 56,101
88,190
 85,698
Intangible assets, net43,015
 30,157
32,180
 34,197
Goodwill90,524
 49,271
89,641
 98,654
Deferred tax assets, net18,342
 23,013
9,247
 9,761
Other assets6,842
 3,398
24,249
 8,997
Total assets$552,549
 $501,778
$606,547
 $577,776
LIABILITIES AND STOCKHOLDERSEQUITY
      
Current liabilities:      
Accounts payable$10,210
 $7,305
$8,705
 $7,160
Accrued expenses51,989
 41,106
55,043
 58,734
Contributor royalties payable20,072
 20,473
23,189
 20,088
Deferred revenue146,430
 122,235
139,498
 157,803
Other liabilities1,665
 12,378
4,486
 1,957
Total current liabilities230,366
 203,497
230,921
 245,742
Deferred tax liability, net1,664
 2,147
1,235
 1,486
Other non-current liabilities13,139
 9,438
17,227
 15,963
Total liabilities245,169
 215,082
249,383
 263,191
Commitments and contingencies (Note 6)
 
Commitments and contingencies (Note 7)
 
Stockholders’ equity:      
Common stock, $0.01 par value; 200,000 shares authorized; 37,219 and 36,926 shares issued and 34,660 and 34,816 shares outstanding as of September 30, 2017 and December 31, 2016, respectively373
 369
Treasury stock, at cost; 2,559 and 2,110 shares as of September 30, 2017 and December 31, 2016, respectively(100,027) (77,567)
Common stock, $0.01 par value; 200,000 shares authorized; 37,439 and 37,270 shares issued and 34,881 and 34,712 shares outstanding as of March 31, 2018 and December 31, 2017, respectively375
 373
Treasury stock, at cost; 2,558 shares as of March 31, 2018 and December 31, 2017(100,027) (100,027)
Additional paid-in capital268,565
 251,890
275,395
 272,657
Accumulated comprehensive loss(4,601) (17,061)(2,482) (3,557)
Retained earnings143,070
 129,065
183,903
 145,139
Total stockholders’ equity307,380
 286,696
357,164
 314,585
Total liabilities and stockholders’ equity$552,549
 $501,778
$606,547
 $577,776
See Notes to Unaudited Consolidated Financial Statements.
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Shutterstock, Inc.
Consolidated Statements of Operations
(In thousands, except for per share data)
(unaudited)
Three Months Ended
September 30,
 Nine Months Ended
September 30,
Three Months Ended
March 31,
2017 2016 2017 20162018 2017
          
Revenue$141,063
 $123,073
 $405,282
 $364,144
$153,019
 $130,224
          
Operating expenses:          
Cost of revenue58,812
 50,184
 168,512
 150,492
64,490
 52,411
Sales and marketing36,008
 32,977
 105,620
 91,636
40,368
 32,503
Product development13,340
 11,604
 37,276
 34,800
16,448
 11,044
General and administrative27,333
 17,020
 74,716
 54,629
27,224
 23,963
Total operating expenses135,493
 111,785
 386,124
 331,557
148,530
 119,921
Income from operations5,570
 11,288
 19,158
 32,587
4,489
 10,303
Other income (expense), net130
 102
 2,095
 (122)
Gain on Sale of Webdam38,613
 
Other income, net802
 455
Income before income taxes5,700
 11,390
 21,253
 32,465
43,904
 10,758
Provision for income taxes698
 1,999
 6,582
 9,692
11,323
 4,155
Net income$5,002
 $9,391
 $14,671
 $22,773
$32,581
 $6,603
          
Net income per share:       
Earnings per share:   
Basic$0.14
 $0.27
 $0.42
 $0.65
$0.94
 $0.19
Diluted$0.14
 $0.26
 $0.42
 $0.64
$0.92
 $0.19
          
Weighted average shares outstanding:          
Basic34,643
 35,036
 34,607
 35,123
34,784
 34,597
Diluted35,177
 35,824
 35,339
 35,855
35,318
 35,595
See Notes to Unaudited Consolidated Financial Statements.
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Shutterstock, Inc.
Consolidated Statements of Comprehensive Income
(In thousands)
(unaudited)
 Three Months Ended
September 30,
 Nine Months Ended
September 30,
 2017 2016 2017 2016
        
Net income$5,002
 $9,391
 $14,671
 $22,773
Foreign currency translation gain (loss)4,325
 (2,236) 12,460
 (4,641)
Unrealized gain on investments
 34
 
 252
Other comprehensive income (loss)4,325
 (2,202) 12,460
 (4,389)
Comprehensive income$9,327
 $7,189
 $27,131
 $18,384
 Three Months Ended
March 31,
 2018 2017
    
Net income$32,581
 $6,603
Foreign currency translation gain1,075
 2,215
Other comprehensive income1,075
 2,215
Comprehensive income$33,656
 $8,818
 
See Notes to Unaudited Consolidated Financial Statements.
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Shutterstock, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
Nine Months Ended
September 30,
Three Months Ended
March 31,
2017 20162018 2017
      
CASH FLOWS FROM OPERATING ACTIVITIES 
  
 
  
Net income$14,671
 $22,773
$32,581
 $6,603
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization24,948
 14,181
10,943
 6,956
Deferred taxes4,346
 (3,453)(1,644) 1,486
Non-cash equity-based compensation20,128
 21,110
5,606
 5,956
Change in fair value of contingent consideration
 2,600
Settlement of contingent consideration liability in excess of acquisition-date fair value(6,255) (1,640)
 (6,255)
Gain on Sale of Webdam(38,613) 
Bad debt expense981
 3,338
238
 135
Chargeback and sales refund reserves
 (15)
Changes in operating assets and liabilities:      
Accounts receivable(5,361) (13,565)561
 (404)
Prepaid expenses and other current and non-current assets(10,551) (2,882)(7,688) (5,628)
Accounts payable and other current and non-current liabilities11,282
 12,586
15,247
 362
Contributor royalties payable(681) 1,702
3,027
 3,214
Deferred revenue18,002
 19,443
836
 4,760
Net cash provided by operating activities$71,510
 $76,178
$21,094
 $17,185
      
CASH FLOWS FROM INVESTING ACTIVITIES      
Capital expenditures(37,626) (26,747)(14,975) (13,466)
Investment sales (purchases), net32,786
 (5,182)
Acquisition of business, net of cash acquired(49,512) 
Investment sales, net
 52
Acquisition of business - working capital adjustment(845) 
Proceeds from sale of digital asset management business, net42,338
 
Other investments/advances(3,101) 
(15,000) (1,567)
Acquisition of digital content(2,568) (6,214)(635) (753)
Security deposit (payment)/release30
 (799)
Net cash used in investing activities$(59,991) $(38,942)
Security deposit release34
 2
Net cash provided by (used in) investing activities$10,917
 $(15,732)
      
CASH FLOWS FROM FINANCING ACTIVITIES      
Purchase of treasury shares(24,977) (44,916)
 (24,977)
Proceeds from exercise of stock options1,369
 8,235
1,185
 561
Proceeds from issuance of common stock under 2012 Employee Stock Purchase Plan
 809
Cash paid related to settlement of employee taxes related to RSU vesting(5,791) 
(4,033) (3,975)
Settlement of contingent consideration liability(3,745) (2,360)
 (3,745)
Net cash (used in) provided by financing activities$(33,144) $(38,232)
Net cash used in financing activities$(2,848) $(32,136)
   
Effect of foreign exchange rate changes on cash10,217
 (2,311)2,291
 1,888
Net decrease in cash and cash equivalents(11,408) (3,307)
Cash and cash equivalents, beginning of period224,190
 241,304
Cash and cash equivalents, end of period$212,782
 $237,997
Net decrease in cash, cash equivalents and restricted cash31,454
 (28,795)
   
Cash, cash equivalents and restricted cash, beginning of period256,041
 226,803
Cash, cash equivalents and restricted cash, end of period$287,495
 $198,008
      
Supplemental Disclosure of Cash Information:      
Cash paid for income taxes$4,137
 $16,316
Cash (received)/paid for income taxes$(1,835) $2,148
See Notes to Unaudited Consolidated Financial Statements.
Shutterstock, Inc.
Notes to Consolidated Financial Statements 
(unaudited)





(1) Summary of Operations and Significant Accounting Policies
Summary of Operations
Shutterstock, Inc., together with its subsidiaries (collectively, the “Company” or “Shutterstock”), is a global technology company that has created a two-sided marketplaceoffers an e-commerce platform for high-quality digital content, tools and services to creative professionals to license content.professionals. The digital content licensed by the Company’s library of creative contentcustomers includes: (a) digital imagery, which consistsconsisting of licensed photographs, vectors, illustrations and video clips that customers use in their visual communications, such as websites, digital and print marketing materials, corporate communications, books, publications and video content; and (b) commercial music, which consistsconsisting of high-quality music tracks and sound effects, andwhich is often used to complement the digital imagery. The Company licenses creative content to its customers. Contributors upload their creative content to the Company’s websites in exchange for royalty payments based on customer download activity. The Company also offersoffered digital asset management services through its cloud-based digital asset management platform. This service provides tools for customersplatform (“Webdam”). As discussed in Note 4, on February 26, 2018, the Company completed a sale transaction, pursuant to better manage creative contentwhich the buyer in the transaction acquired certain assets and brandassumed certain contracts and liabilities which constituted the Company’s digital asset management assets.business (the “Sale of Webdam”).
Basis of Presentation
The unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all information and footnotes required by GAAP for complete financial statements.
The interim consolidated balance sheet as of September 30, 2017,March 31, 2018, consolidated statements of operations and comprehensive income for the three and nine months ended September 30,March 31, 2018 and 2017, and 2016, and consolidated statementstatements of cash flows for the ninethree months ended September 30,March 31, 2018 and 2017 and 2016 are unaudited. The consolidated balance sheet as of December 31, 2016,2017, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures required by GAAP. These unaudited interim financial statements have been prepared on a basis consistent with the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary to state fairly the Company’s financial position as of September 30, 2017March 31, 2018 and its consolidated results of operations, comprehensive income and cash flows for the three and nine months ended September 30, 2017March 31, 2018 and 2016.2017. The financial data and the other financial information disclosed in the notes to the financial statements related to these periods are also unaudited. The results of operations for the three and nine months ended September 30, 2017March 31, 2018 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 20172018 or for any other future annual or interim period.
These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto as of and for the year ended December 31, 20162017 included in the Company’s Annual Report on Form 10-K, which was filed with the SEC on February 27, 2017.22, 2018. The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
During the second quarter of 2017, the Company recorded immaterial adjustments to its unaudited condensed consolidated financial statements to: (1) reduce revenue by approximately $0.6 million and (2) increase general and administrative expense by approximately $0.1 million, related to prior periods. During the third quarter of 2017, the Company recorded an immaterial adjustment to its unaudited condensed consolidated financial statements to increase revenue by approximately $0.9 million, related to prior periods. The Company has concluded that the impact of these adjustments is not material to the results of operations or financial position for the periods in which these adjustments were recorded nor any prior quarterly or annual period financial statements.
Certain changes in presentation have been made to conform the prior period presentation to current period reporting.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates. Such estimates include, but are not limited to, the determination of the allowance for doubtful accounts, the assessment of recoverability of property and equipment, the fair value of acquired goodwill and intangible assets, the grant-date fair value of non-cash equity-based compensation, the assessment of recoverability of deferred tax assets and the measurement of certain contingent non-income tax liabilities.
Revenue Recognition
The majority of the Company’s revenue is earned from the license of digital content. Digital content licenses are generally purchased on a monthly or annual subscription basis, whereby a customer pays for a predetermined quantity of content that may be downloaded over a specific period of time, or, on a transactional basis, whereby a customer pays for individual content licenses at the time of download. Prior to the Sale of Webdam, the Company also earned revenue from licensing hosted software services through Webdam’s cloud-based tools for businesses, which were purchased as part of a subscription.
Shutterstock, Inc.
Notes to Consolidated Financial Statements 
(unaudited)




Prior to the adoption of ASU 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) on January 1, 2018, and reflected in the reported revenue amounts for the three months ended March 31, 2017, the Company recognized revenue when all of the following basic criteria were met: there was persuasive evidence of an arrangement, performance or delivery of services had occurred, the sales price was fixed or determinable, and collectability was reasonably assured. The Company considered persuasive evidence of an arrangement to be an electronic order form, or a signed contract, which contained the fixed pricing terms. Performance or delivery for digital content licenses was considered to have occurred upon the download of the licensed content. Subscription revenue was recognized upon each download using an effective per-license rate and revenue associated with any unused licenses was recognized at the subscription expiration.
Effective January 1, 2018, after the adoption of ASU 2014-09, the Company recognizes revenue upon the satisfaction of performance obligations, which occurs when (i) digital content is downloaded by a customer or (ii) hosted software services are provisioned and available to a customer. For digital content licenses, the Company recognizes revenue on both its subscription- based and transaction-based sales when content is downloaded, at which time the license is provided. In addition, management estimates expected unused licenses for its subscription-based products and recognizes the revenue associated with the unused licenses throughout the subscription period. The estimate of unused licenses is based on historical download activity and future changes in the estimate could impact the timing of revenue recognition of the Company’s subscription products. Revenue associated with hosted software services is recognized ratably over the term of the license. ASU 2014-09 has resulted in a change in the timing of recognizing revenue on the Company’s digital content license subscription products. ASU 2014-09 did not impact revenue recognition on digital content licenses sold on a transactional basis or license revenue associated with hosted software services.
Prior to the adoption of ASU 2014-09, the Company deferred certain acquisition costs that were then amortized over a period less than one year. Effective January 1, 2018 the Company expenses contract acquisition costs as incurred, to the extent that the amortization period would otherwise be one year or less.
The majority of the Company’s customers purchase products by making electronic payments at the time of the transaction with a credit card. The Company establishes an allowance for credit card chargebacks and a sales refund reserve based on factors surrounding historical chargeback and sales refund trends and other information. Customer payments received in advance of revenue recognition are contract liabilities and are recorded as deferred revenue. Customers that do not pay in advance are invoiced and are required to make payments under standard credit terms.
Cash, Cash Equivalents and Restricted Cash
The following represents the Company’s cash, cash equivalents and restricted cash as of March 31, 2018 and December 31, 2017 (in thousands):
 As of March 31, 2018 As of December 31, 2017
Cash and cash equivalents$284,882
 $253,428
Restricted Cash2,613
 2,613
Total cash, cash equivalents and restricted cash$287,495
 $256,041
The Company’s cash and cash equivalents consist primarily of (i) cash on hand and bank deposits and (ii) money market accounts, which are stated at cost, which approximates fair value.
The Company’s restricted cash relates to security deposits for its office leases. As of September 30, 2017 and December 31, 2016, the Company had restricted cash of approximately $2.6 million in other assets that related to the lease for its headquarters in New York City, which expires in 2029. The carrying value of restricted cash approximates fair value.
Shutterstock, Inc.
Notes to Consolidated Financial Statements 
(unaudited)




Allowance for Doubtful Accounts
The Company’s accounts receivable consist of customer obligations due under normal trade terms, carried at their face value less an allowance for doubtful accounts, if required. The Company determines its allowance for doubtful accounts based on an evaluation of the aging of its accounts receivable and on a customer-by-customer basis where appropriate. The Company’s reserve analysis contemplates the Company’s historical loss rate on receivables, specific customer situations and the economic environments in which the Company operates. During the ninethree months ended September 30, 2017,March 31, 2018, bad debt expense, which increased the allowance for doubtful accounts, was $1.0$0.2 million, and write-offs and other adjustments, which decreased the allowance for doubtful accounts, were $2.5$0.2 million. As of September 30, 2017March 31, 2018 and December 31, 2016,2017, the Company’s allowance for doubtful accounts was approximately $4.0$4.1 million, and $5.5 million, respectively, which was included as a reduction of accounts receivable.
Deferred Rent
The Company records rent expense on a straight-line basis over the term of the related lease. The difference between the rent expense recognized and the actual payments made in accordance with the lease agreement is recognized as a deferred rent liability on the Company’s balance sheet. As of September 30, 2017March 31, 2018 and December 31, 2016,2017, the Company had deferred rent of $11.4 million and $11.1 million, respectively, of which $11.1 million and $8.6$11.0 million, respectively, which was included in other non-current liabilities, and $0.3 million and $0.1 million, respectively, was included in accrued expenses and other current liabilities.
Chargeback and Sales Refund Allowance
The majority of the Company’s customers purchase products by making an electronic payment with a credit card at the time of a transaction. The Company establishes a chargeback allowance and sales refund reserve allowance based on factors surrounding historical credit card chargeback trends, historical sales refund trends and other information. As of September 30, 2017March 31, 2018 and December 31, 2016,2017, the Company’s combined allowance for chargebacks and sales refunds was $0.6$0.4 million, which was included in other liabilities.
Recently Adopted Accounting Standard Updates
In March 2016,2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-09,2018-05, CompensationIncome Taxes (Topic 740) - Stock Compensation (Topic 718): ImprovementsAmendments to Employees Share-Based PaymentSEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118(“ (“ASU 2016-09”2018-05”). This ASU changes how companies account2018-05 codifies existing SEC guidance contained in SEC Staff Accounting Bulletin No. 118 (“SAB 118”), which expresses the view of the staff regarding application of existing guidance for certain aspectsthe accounting for income taxes as it relates to the enactment of share-based payment awards to employees,the Tax Cuts and Jobs Act (the “TCJA”), which was signed into law in the fourth quarter of 2017. In accordance with ASU 2018-05, the Company has recorded provisional estimates for the accounting impacts of the TCJA, including the requirement for all incometransition tax, effects relateddeferred tax remeasurements, and other items, due to settlementsthe uncertainty regarding how these provisions are to be implemented and additional anticipated forthcoming guidance. As management completes the analysis of share-based payment awards be reported in earnings as an increase or decrease to income tax expense, providingthe impacts of the TCJA, the Company an accounting policy election to either recognize forfeitures as they occur or record anmay refine its current estimate and requires that allmake adjustments, which will be recognized through income tax-related cash flows resulting from share-based payments be reported as operating activities in the statementperiod such adjustments are identified, as required by ASU 2018-05.
In January 2017, the FASB issued ASU 2017-01, Business Combinations - Clarifying the Definition of cash flows.a Business
The. ASU 2017-01 provides additional guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Effective January 1, 2018, the Company adopted ASU 2016-092017-01 on January 1, 2017. All income tax effects related to settlements of share-based payment awards will be reported as an increase or decrease toa prospective basis. Adoption had no effect on the provision for income taxes. In addition, starting January 1, 2017, the Company will account for forfeitures as they occur and, as of January 1, 2017, recognized a $0.7 million reduction to retained earnings as the cumulative effect of the change in accounting principle. The Company adopted the cash flow presentation component of ASU 2016-09 retrospectively, and accordingly, decreased cash flows from operating activities by $0.6 million and increased cash flows from financing activities by $0.6 million for the nine months ended September 30, 2016.
Recently Issued Accounting Standard UpdatesCompany’s consolidated financial statements.
In November 2016, the FASB issued ASUAccounting Standards Update (“ASU”) 2016-18,Statements of Cash Flows (Topic 230): Restricted Cash(“ASU 2016-18”), which requires entities to present restricted cash with cash and cash equivalents on the statement of cash flows when reconciling the total beginning and ending amounts for the periods shown on the statement of cash flows. The Company adopted ASU 2016-18 is effectiveretrospectively on January 1, 2018. As a result of this adoption, the Company has revised the presentation of its statement of cash flows for interimthe three months ended March 31, 2017 to reflect restricted cash of $2.6 million in both the beginning and annual periods beginning after December 15, 2017, with early adoption permitted.ending balances of cash, cash equivalents and restricted cash. There were no changes to previously reported amounts of cash used or provided by operating activities, investing activities or financing activities during the period.
In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which requires entities to measure all investments in equity securities at fair value and recognize any changes in fair value within the statement of operations. Under the standard, equity investments that do not have readily determinable fair values are eligible for a measurement alternative that allows for these investments to be recorded at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company adopted ASU 2016-01
Shutterstock, Inc.
Notes to Consolidated Financial Statements 
(unaudited)




on January 1, 2018. Adoption had no effect on the Company’s consolidated financial statements. ASU 2016-01 may increase the volatility in the statement of operations upon the occurrence of observable price changes or impairments in the equity securities.
In May 2014, the FASB issued ASU 2014-09. ASU 2014-09, together with its related amendments, provides a unified model to determine when and how revenue is evaluatingrecognized and requires certain additional disclosures around the impactnature, amount, timing, and uncertainty of adoptingrevenue and cash flows arising from customers. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also requires deferral of incremental costs associated with the cost of acquiring a customer contract, such as sales commissions, and amortization of such amounts over the contract term. However, as a practical expedient, if the amortization period of the deferred cost would be one year or less, the entity is permitted to expense these costs as incurred.
The Company adopted ASU 2014-09 on January 1, 2018 using the modified retrospective approach, and prior period amounts were not restated. This standard resulted in a change in the timing of recognizing revenue on the Company’s digital content license subscription products. The Company has elected to utilize the practical expedient with regard to recognition of expense related to deferred contract acquisition costs, which resulted in a change in the timing of the recognition of such expenses.
The effect of adoption of this new accounting standardguidance on its financial statements. the consolidated balance sheet as of January 1, 2018 was to reduce prepaid expenses and other current assets and to reduce deferred revenues, with an offsetting increase in 2018 opening retained earnings, as follows (in thousands):
 
As Reported
December 31, 2017
 Adjustment 
Revised
January 1, 2018
Prepaid expenses and other current assets(1)
37,109
 (3,733) 33,376
Deferred revenue157,803
 (9,911) 147,892
Retained earnings145,139
 6,178
 151,317
(1)Prepaid expenses and other current assets adjustment is attributable to the reduction in deferred commissions and income tax receivables.
The balanceeffect of adoption of this new guidance on the Company’s restricted cash was $2.6 millionreported balance sheet and statement of operations is as of September 30, 2017.follows (in thousands):
 
As Reported
Under ASU 2014-09
 Impact of Adoption Revenue Under Legacy Guidance
For the three months ended March 31, 2018     
Revenue153,019
 (996) 152,023
Cost of revenue64,490
 (88) 64,402
Provision for income taxes11,323
 (145) 11,178
Net income32,581
 (763) 31,818
As of March 31, 2018:     
Prepaid expenses and other current assets33,575
 3,966
 37,541
Deferred revenue139,498
 10,907
 150,405
Retained Earnings183,903
 (6,941) 176,962
Recently Issued Accounting Standard Updates
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments. ASU 2016-13 replaces the current incurred loss impairment methodology with a methodology
Shutterstock, Inc.
Notes to Consolidated Financial Statements 
(unaudited)




that reflects expected credit losses. The ASU is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. Adoption of this guidance is required, prospectively, for annual periods beginning after December 15, 2019, with early adoption permitted for annual periods beginning after December 15, 2018. The Company is evaluating the impact of adopting this new accounting standard on its financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires that the rights and obligations created by leases with a duration greater than 12 months be recorded as assets and liabilities on the balance sheet of
Shutterstock, Inc.
Notes to Consolidated Financial Statements 
(unaudited)




the lessee. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 and can be applied using a modified retrospective approach for all leases entered into before the effective date. Early adoption is permitted. The Company is evaluating the impact of adopting this new accounting standard on its financial statements.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09, and its related amendments, provides a unified model to determine when and how revenue is recognized and requires certain additional disclosures around the nature, amount, timing, and uncertainty of revenue and cash flows arising from customers. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 will be effective for the fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. This new guidance may be applied retrospectively to each prior period (full retrospective) or retrospectively with the cumulative effect recognized as of the date of initial application (modified retrospective).
The Company expects to adopt this guidance in the first quarter of fiscal 2018 and apply the modified retrospective approach. The Company is evaluating the impact of adopting this new accounting standard on its financial statements. Management is progressing with its implementation plan and is considering relevant guidance and industry interpretations as it concludes on its performance obligations, variable consideration, and timing of revenue recognition.
(2) Fair Value Measurements and Other Long-term Investments
The following tables present the Company’s fair value hierarchy for its assets and liabilities (in thousands):
 As of September 30, 2017
 Aggregate Fair Value Level 1 Level 2 Level 3
Assets:       
Money market accounts$33,141
 $33,141
 $
 $
Commercial paper22,500
 
 22,500
 
Total assets measured at fair value$55,641
 $33,141
 $22,500
 $
 As of December 31, 2016
 Aggregate Fair Value Level 1 Level 2 Level 3
Assets:       
Money market accounts$81,623
 $81,623
 $
 $
Commercial paper$54,972
 
 54,972
 
Total assets measured at fair value$136,595
 $81,623
 $54,972
 $
Liabilities:       
Acquisition related contingent consideration$10,000
 $
 $
 $10,000
Total liabilities measured at fair value$10,000
 $
 $
 $10,000
Fair Value Measurements
Money Market Accounts
Cash equivalents include money market accounts which are classified as a level 1 measurement based on quoted prices in active markets for identical assets that the Company can access at the measurement date. The total amount of money market accounts included in cash and cash equivalents was $33.1$55.9 million and $81.6$55.8 million as of September 30, 2017March 31, 2018 and December 31, 2016,2017, respectively.
Shutterstock, Inc.
Notes to Consolidated Financial Statements 
(unaudited)




Commercial Paper
The Company’s short-term investments consist of commercial paper with original maturities of 90 days or less. Commercial paper is classified as a level 2 measurement based on quoted market prices for identical assets, which are subject to infrequent transactions. The total amount of commercial paper included in short-term investments was $22.5 million and $55.0 million as of September 30, 2017 and December 31, 2016, respectively.
Acquisition-Related Contingent Consideration
As of December 31, 2016, the settlement amount of the contingent consideration related to the Company’s acquisition of PremiumBeat was determined to be $10.0 million and was included in other liabilities. This contingency was considered a level 3 measurement. No changes in fair value were recorded during the nine months ended September 30, 2017. The contingent consideration of $10.0 million was paid in March 2017, and there was no remaining liability as of September 30, 2017.
Other Fair Value Measurements
Cash, accounts receivable, restricted cash, accounts payable, accrued expenses and deferred revenue carrying amounts approximate fair value because of the short-term nature of these instruments. The Company’s non-financial assets, which include property and equipment, intangible assets and goodwill, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur, or if an annual impairment test is required and the Company is required to evaluate the non-financial asset for impairment, a resulting asset impairment would require that non-financial assets be recorded at fair value.
Other Long-term Investments
Long-term Lending Facility and Note Receivable
On October 20, 2016, the Company entered into a multi-part transaction with an unrelated third-party contributor (the “Transaction Party”). The transaction included three primary components: (a) a revolving credit facility pursuant to which the Company would be obligated to lend up to $4.6 million under certain conditions, (the “Facility”) to the Transaction Party. The Facility has a term of five years and requires the Transaction Party to make quarterly payments of principal to the Company beginning on the fourth anniversary of the Facility. The Facility bears interest at 10.0%, with all interest payments deferred until maturity, and the entire unpaid balance of principal and accrued interest due upon maturity; (b) a distribution agreement, under which the Company is the exclusive distributor of the Transaction Party’s content in certain markets subject to certain limitations; and (c) an option to acquire the Transaction Party at any time after the third anniversary of the Facility or match any third-party acquisition offer with respect to the Transaction Party at any time until the fifth anniversary of the Facility. 
On March 27, 2017, the Facility was amended to reduce the maximum lending amount to approximately $3.3 million.  As of March 31, 2018, the Transaction Party has borrowed $3.3 million under the Facility and the Company has no additional lending obligation.
Simultaneously with the reduction of the maximum lending amount of the Facility, the Company invested $1.6 million in a convertible note issued by the Transaction Party, which matures on October 20, 2021.  The convertible note bears interest at 10.0%, with all interest payments deferred until maturity, and the entire unpaid balance of principal and accrued interest due upon maturity. The principal amount of the convertible note and any accrued and unpaid interest may be converted into equity of the Transaction Party at the Company’s option on the maturity date, or earlier upon certain events.
As of March 31, 2018, the Company’s total investment in the Transaction Party, including accrued interest receivable, is approximately $6.4 million, which is reported in other non-current assets.
Investment in ZCool Technologies Limited (“ZCool”)
On January 4, 2018, the Company invested $15.0 million in convertible preferred shares issued by ZCool (the “Preferred Shares”), which is equivalent to a 25% fully diluted equity ownership interest. ZCool’s primary business is the operation of an e-commerce platform in China whereby customers can pay to license content contributed by creative professionals. ZCool has been the exclusive distributor of Shutterstock creative content in China since 2014.
Shutterstock, Inc.
Notes to Consolidated Financial Statements 
(unaudited)




ZCool is a variable interest entity that is not consolidated because the Company is not the primary beneficiary. The Preferred Shares are not deemed to be in-substance common stock and will be accounted for using the measurement alternative for equity investments with no readily determinable fair value. The Preferred Shares will be reported at cost, adjusted for impairments or any observable price changes in ordinary transactions with identical or similar investments issued by ZCool. As of March 31, 2018, the Company’s total investment in ZCool is approximately $15.0 million, which is reported in other non-current assets.

(3) Property and Equipment
Property and equipment is summarized as follows (in thousands):
As of September 30, 2017 As of December 31, 2016As of March 31, 2018 As of December 31, 2017
Computer equipment and software$101,496
 $63,711
$129,854
 $118,493
Furniture and fixtures9,948
 3,434
10,000
 9,970
Leasehold improvements18,280
 20,944
18,620
 18,487
Property and equipment129,724
 88,089
158,474
 146,950
Less accumulated depreciation(51,954) (31,988)(70,284) (61,252)
Property and equipment, net$77,770
 $56,101
$88,190
 $85,698
Depreciation expense related to property and equipment was $7.9$9.5 million and $3.9$5.6 million for the three months ended September 30,March 31, 2018 and 2017, and 2016, respectively, and $19.9 million and $10.4 million for the nine months ended September 30, 2017 and 2016, respectively. Depreciation expense is included in cost of revenue and general and administrative expense based on the nature of the asset being depreciated.
Capitalized Internal-Use Software
The Company capitalized costs related to the development of internal-use software of $11.2$9.6 million and $6.5$6.7 million for the three months ended September 30,March 31, 2018 and 2017, and 2016, respectively, and $25.8 million and $12.8 million for the nine months ended September 30, 2017 and 2016, respectively. Capitalized amounts are included as a component of property and equipment under computer equipment and software.
The portion of total depreciation expense related to capitalized internal-use software was $4.1$5.4 million and $1.0$2.1 million for the three months ended September 30,March 31, 2018 and 2017, and 2016, respectively, and $9.2 million and $2.1 million for the nine months ended September 30, 2017 and 2016, respectively. Depreciation expense related to capitalized internal-use software is included in cost of revenue and general and administrative expense.
As of September 30, 2017March 31, 2018 and December 31, 2016,2017, the Company had capitalized internal-use software of $37.0$49.6 million and $20.3$45.4 million, respectively, net of accumulated depreciation, which was included in property and equipment, net.
(4) Sale of Digital Asset Management Business
On February 26, 2018, the Company completed the sale of Webdam for an aggregate purchase price of $49.1 million, subject to working capital adjustments. Total cash received, after an initial working capital adjustment, net of transaction costs paid, was $42.3 million with an additional $5.0 million receivable placed in escrow. The funds in escrow are expected to be released to the Company, net of final working capital adjustments, in two payments: (i) $2.5 million during the second quarter of 2018 and (ii) $2.5 million during the first quarter of 2019. The funds in escrow are included as a component of other current assets on the consolidated balance sheet as of March 31, 2018. In addition, approximately $3.0 million of transaction costs related to the sale are expected to be paid in the second quarter of 2018, and are included as a component of accrued expenses and other current liabilities as of March 31, 2018
The Company recognized a pre-tax gain on sale of approximately $38.6 million.
Shutterstock, Inc.
Notes to Consolidated Financial Statements 
(unaudited)




(4)(5) Goodwill and Intangible Assets and Acquisition Activity
Goodwill
The Company’s goodwill balance is attributable to its Image (formerly, “Bigstock”),Bigstock, Editorial, Images, Music and Webdam reporting units and is tested for impairment at least annually on October 1 or upon a triggering event. Image,Bigstock, Editorial, Images and Music and Editorial are included in the Company's “Content Business” reportingreportable segment while Webdam is included in the non-reportable “Other Category”. as of December 31, 2017. During the first quarter of 2018, the Company disposed of its Webdam business. The following table summarizes the changes in the Company’s goodwill balance by reportable and non-reportable segments through September 30, 2017March 31, 2018 (in thousands):
 Consolidated Content Business Other Category
Balance as of December 31, 2016$49,271
 $40,508
 $8,763
Goodwill related to acquisitions$37,834
 37,834
 
Foreign currency translation adjustment3,419
 3,419
 
Balance as of September 30, 2017$90,524
 $81,761
 $8,763
 Consolidated Content Business Other Category
Balance as of December 31, 2017$98,654
 $89,891
 $8,763
Foreign currency translation adjustment(250) (250) 
Sale of digital asset management business(8,763) 
 (8,763)
Balance as of March 31, 2018$89,641
 $89,641
 $
No triggering events were identified during the ninethree months ended September 30, 2017.March 31, 2018.
Intangible Assets
Intangible assets consisted of the following as of September 30, 2017March 31, 2018 and December 31, 20162017 (in thousands):
As of September 30, 2017 As of December 31, 2016As of March 31, 2018 As of December 31, 2017
Gross
Carrying
Amount
 
Accumulated
Amortization
 Weighted
Average Life
(Years)
 Gross
Carrying
Amount
 Accumulated
Amortization
Gross
Carrying
Amount
 
Accumulated
Amortization
 Weighted
Average Life
(Years)
 Gross
Carrying
Amount
 Accumulated
Amortization
Amortizing intangible assets: 
  
       
  
      
Customer relationships$23,314
 $(6,404) 9 $16,712
 $(4,344)$18,642
 $(6,097) 9 $21,008
 $(6,996)
Trade name7,093
 (3,000) 7 6,677
 (2,030)6,916
 (3,259) 7 7,159
 (3,299)
Developed technology11,399
 (3,472) 3 3,224
 (1,934)5,046
 (3,443) 4 5,528
 (3,450)
Contributor content16,452
 (2,648) 11 12,958
 (1,386)17,577
 (3,470) 11 17,041
 (3,066)
Patents259
 (64) 18 227
 (52)259
 (72) 18 259
 (68)
Domain name160
 (73) 12 160
 (55)160
 (79) 13 160
 (79)
Total$58,677
 $(15,662)   $39,958
 $(9,801)$48,600
 $(16,420)   $51,155
 $(16,958)
During the three months ended March 31, 2018, the Company completed its sale of Webdam, which resulted in a reduction of the gross carrying amount and accumulated amortization of intangible assets.
Amortization expense was $2.3$1.5 million and $1.2$1.3 million for the three months ended September 30,March 31, 2018 and 2017, and 2016, respectively, and $5.1 million and $3.8 million for the nine months ended September 30, 2017 and 2016, respectively. The Company determined that there was no indication of impairment of the intangible assets for any period presented. Estimated amortization expense for the next five years is: $2.2$4.3 million for the remaining threenine months of 2017, $7.8 million in 2018, $7.7$5.6 million in 2019, $5.5$5.0 million in 2020, $3.7$4.1 million in 2021, $3.0$3.2 million in 2022, $2.9 million in 2023 and $13.1$7.0 million thereafter.
Acquisition Activity
2017 Acquisition Activity(6) Accrued Expenses
Flashstock Technology, Inc.
On July 7, 2017, the Company acquired allAccrued expenses consisted of the shares of Flashstock Technology, Inc. (“Flashstock”) pursuant to a stock purchase agreement. The transaction was accounted for using the acquisition method and, accordingly, the results of the acquired business have been included in the Company’s results of operations from the acquisition date.following (in thousands):
Flashstock is a Toronto-based company that enables the creation of custom content through a propriety software platform. The Company believes this acquisition will strengthen the Company’s strategic position and serve as the foundation for the Company to bring a comprehensive custom content offering to market.
The fair value of consideration transferred in this business combination was allocated to the intangible and tangible assets acquired and liabilities assumed at the acquisition date, with the remaining unallocated amount recorded as goodwill.
The total purchase price was $51.2 million of which $50.9 million was paid with existing cash on hand in the three months ended September 30, 2017 and an estimated $0.3 million is to be paid in the fourth quarter of 2017 for the settlement of
 As of March 31, 2018 As of December 31, 2017
Compensation$12,264
 $19,897
Non-income taxes7,631
 6,895
Royalty tax withholdings7,413
 7,566
Other expenses27,735
 24,376
Total accrued expenses$55,043
 $58,734
Shutterstock, Inc.
Notes to Consolidated Financial Statements 
(unaudited)




working capital adjustments. The unpaid portion of the purchase price is included in accrued expenses as of September 30, 2017. As required by the stock purchase agreement, the Company is in the process of finalizing the working capital adjustments; accordingly, management has used their best estimate in the initial purchase price allocation as of the date of these financial statements.
The aggregate purchase price was allocated to the assets acquired and liabilities assumed as follows (in thousands):
Assets: 
Cash and cash equivalents$1,330
Accounts receivable2,439
Prepaid expenses and other current assets205
Intangible Assets: 
Customer relationships5,400
Developed technology8,100
Goodwill37,834
Total assets acquired55,308
Liabilities: 
Accrued expenses(279)
Accounts payable(99)
Deferred tax liability, net(164)
Deferred revenue(3,540)
Total liabilities acquired(4,082)
Net assets acquired$51,226
The identifiable intangible assets have a weighted average life of approximately six years and are being amortized on a straight-line basis. The fair value of the customer relationships was determined using a variation of the income approach known as the multiple-period excess earnings method. The fair value of the developed technology was determined using the relief-from-royalty method.
The goodwill arising from the transaction is primarily attributable to expected operational synergies and approximately 9% will be deductible for income tax purposes.
In connection with the acquisition, the Company recorded approximately $0.1 million and $0.8 million of professional fees in the three and nine months ended September 30, 2017, respectively. The professional fees are included in general and administrative expense.
The operations of the acquired entity have been integrated into the Company’s operations from the acquisition date. The following unaudited pro forma consolidated financial information reflects the results of operations of the Company for the three and nine months ended September 30, 2017 and 2016, as if the Flashstock acquisition was had been completed on January 1, 2016, after giving effect to certain purchase accounting adjustments, primarily related to intangible assets and deferred revenue. These pro forma results have been prepared for comparative purposes only and are not necessarily indicative of what the Company’s operating results would have been, had the acquisitions actually taken place at the beginning of the period (in thousands):
 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
Revenue       
As reported$141,063
 $123,073
 $405,282
 $364,144
Pro forma141,888
 123,735
 409,618
 365,720
Income before income taxes       
As reported$5,700
 $11,390
 $21,253
 $32,465
Pro forma6,729
 10,013
 19,105
 28,969
The Company has performance-based bonus arrangements with certain Flashstock employees who are now employees of Shutterstock. These employees are entitled to additional compensation if: (i) the custom content business achieves certain financial targets for the 2019 calendar year and (ii) the individual is employed by Shutterstock as of December 31, 2019. These
Shutterstock, Inc.
Notes to Consolidated Financial Statements 
(unaudited)




performance-based bonuses will be reported as period expenses within “Other (expense) income, net” in the consolidated statements of operations, and are not considered part of the Flashstock purchase price.
2016 Acquisition Activity
The Picture Desk
On September 1, 2016, the Company acquired content assets and intellectual property of The Picture Desk Limited, which includes over 700,000 images from two image collections: The Art Archive and The Kobal Collection, pursuant to an asset purchase agreement.  The total purchase price consisted of a cash payment of $3.9 million including transaction costs, which has been recorded as an addition to intangible assets, of which $3.6 million has been recorded under contributor content with an estimated useful life of 15 years, and the remainder has been recorded under trade name with an estimated useful life of 7 years.
(5) Accrued Expenses
Accrued expenses consisted of the following (in thousands):
 As of September 30, 2017 As of December 31, 2016
Compensation$19,844
 $13,732
Non-income taxes6,520
 7,383
Royalty tax withholdings7,587
 6,921
Other expenses18,038
 13,070
Total accrued expenses$51,989
 $41,106
(6)(7) Commitments and Contingencies
The Company leases facilities under agreements accounted for as operating leases. Rental expense for operating leases was $2.3$2.4 million and $2.1 million for the three months ended September 30,March 31, 2018 and 2017, and 2016, respectively, and $6.5 million and $5.0 million for the nine months ended September 30, 2017 and 2016, respectively. Some leases have defined escalating rent provisions, which are expensed over the term of the related lease on a straight-line basis commencing with the date of possession. Any rent allowance or abatement is netted in this calculation. In addition to contractual rent amounts, the Company’s lease payments are also subject to adjustments in real estate taxes and operating expenses.
In 2016, the Company’s lease for its office facility in New York City was amended to, among other things, provide for the lease of approximately 25,000 square feet of additional office space and extend the term of the lease. In connection with the underlying lease agreement, the Company entered into a letter of credit as a security deposit for the leased facilities, which was increased to $2.6 million in connection with the 2016 amendment. The letter of credit was collateralized by $2.6 million of cash as of September 30, 2017,March 31, 2018, which is recorded as restricted cash and is included in other assets in the consolidated balance sheet. As amended, the lease is scheduled to expire in 2029 and aggregate future minimum payments under the amended lease are approximately $79.2$76.5 million.
Other Commitments
On October 20, 2016, the Company entered into a multi-part transaction with an unrelated third-party contributor (the “Transaction Party”). The transaction included three primary components: (a) a revolving credit facility pursuant to which the Company would be obligated to lend up to $4.6 million under certain conditions (the “Facility”) to the Transaction Party. The Facility has a term of five years and requires the Transaction Party to make quarterly payments of principal to the Company beginning on the fourth anniversary of the Facility. The Facility bears interest at 10.0%, with all interest payments deferred until maturity, and the entire unpaid balance of principal and accrued interest due upon maturity; (b) the Company will be the exclusive distributor of the Transaction Party’s content in certain markets subject to certain limitations; and (c) the Company, at its option, may acquire the Transaction Party at any time after the third anniversary of the Facility or match any third-party acquisition offer with respect to the Transaction Party at any time until the fifth anniversary of the Facility. 
On March 27, 2017, the Facility was amended to reduce the maximum lending amount to $3.0 million. The Transaction Party has borrowed $1.3 million under the Facility, all of which remains outstanding as of September 30, 2017. The Company has reported this amount in other non-current assets.

Simultaneously, the Company invested $1.6 million in a convertible note issued by the Transaction Party, which matures on October 20, 2021.  The convertible note bears interest at 10%, with all interest payments deferred until maturity, and the
Shutterstock, Inc.
Notes to Consolidated Financial Statements 
(unaudited)




entire unpaid balance of principal and accrued interest due upon maturity. The principal amount of the convertible note and any accrued and unpaid interest may be converted into equity of the Transaction Party at the Company’s option on the maturity date, or earlier upon certain events. The $1.6 million investment in the convertible note is reported in other non-current assets.
Other Obligations
As of September 30, 2017,March 31, 2018, the Company had other obligations in the amount of approximately $42.1$42.9 million, which consisted primarily of minimum royalty guarantees and unconditional purchase obligations related to contracts for infrastructure and other business services. As of September 30, 2017,March 31, 2018, the Company’s other obligations for the remainder of 20172018 and for the years ending December 31, 2018, 2019 and 2020 were approximately $5.6$18.9 million, $16.2$14.0 million, $11.7 million and $8.6$10.0 million, respectively.
Legal Matters
From time to time, the Company may become party to litigation in the ordinary course of business, including direct claims brought by or against the Company with respect to intellectual property, contracts, employment and other matters, as well as claims brought against the Company’s customers for whom the Company has a contractual indemnification obligation. The Company assesses the likelihood of any adverse judgments or outcomes with respect to these matters and determines loss contingency assessments on a gross basis after assessing the probability of incurrence of a loss and whether a loss is reasonably estimable. In addition, the Company considers other relevant factors that could impact its ability to reasonably estimate a loss. A determination of the amount of reserves required, if any, for these contingencies is made after analyzing each matter. The Company reviews reserves, if any, at least quarterly and may change the amount of any such reserve in the future due to new developments or changes in strategy in handling these matters. Although the results of litigation and threats of litigation, investigations and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these matters will not have a material adverse effect on its business, consolidated financial position, results of operations, or cash flows. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. The Company currently has no material active litigation matters and, as such, no material reserves related to litigation.litigation.
Indemnification and Employment Agreements
In the ordinary course of business, the Company enters into contractual agreementsarrangements under which it agrees to provide indemnification of varying scope and terms to customers with respect to certain matters, including, but not limited to, losses arising out of the breach of the Company’s intellectual property warranties for damages to the customer directly attributable to the Company’s breach. The Company is not responsible for any damages, costs, or losses to the extent such damages, costs or losses arise as a result of any modifications made by the customer, or the context in which an image is used. The Company’s license agreementsstandard maximum aggregate obligation and liability to any one customer for all claims is generally caplimited to ten thousand dollars. The Company offers certain of its customers greater levels of indemnification, obligations at amounts ranging from $10,000 to $250,000, with exceptions for certain products for which the Company’s indemnification obligations are uncapped.including unlimited indemnification. As of September 30, 2017,March 31, 2018, the Company had recorded no material liabilities related to indemnification obligations in accordance with the authoritative guidance for loss contingencies. Additionally, the Company believes that it has the appropriate insurance coverage in place to adequately cover such indemnification obligations, if necessary.
Pursuant to the Company'sCompany’s charter documents and separate written indemnification agreements, the Company has certain indemnification obligations to its executive officers, certain employees and directors, as well as certain former officers and directors.
The Company has also entered into employment agreements with its executive officers and certain employees. These agreements specify various employment-related matters, including annual compensation, performance incentive bonuses, and severance benefits in the event of termination with or without cause and in the event of a change in control.
Shutterstock, Inc.
Notes to Consolidated Financial Statements 
(unaudited)




(7)(8) Stockholders’ Equity and Equity-Based Compensation
Stockholders’ Equity
Common Stock
During the ninethree months ended September 30, 2017,March 31, 2018, the Company issued approximately 293,000169,000 shares of common stock, primarily related to the exercise of stock options and the vesting of restricted stock units (“RSUs”).
Treasury Stock
In October 2015, the Company’s Board of Directors approved a share repurchase program, pursuant to which the Company is authorized to purchase up to $100 million of its common stock. In February 2017, the Company’s Board of Directors approved an increase to the share repurchase program, pursuant to which the Company is authorized to repurchase up to an additional $100 million of its outstanding common stock. The Company expects to fund future repurchases through a combination of cash on hand, cash generated by operations and future financing transactions, if needed. Accordingly, the Company’s share repurchase program is subject to the Company having available cash to fund repurchases. Under the program, the Company is authorized to purchase shares from time to time through open market purchases or privately negotiated transactions at prevailing prices as permitted by securities laws and other legal requirements, and subject to market conditions and other factors.
During the ninethree months ended September 30, 2017,March 31, 2018, the Company repurchased approximately 449,000did not repurchase any shares of its common stock under the share repurchase program at an average per-share cost of approximately $50.04.program. As of September 30, 2017,March 31, 2018, the Company had $100.0 million remaining for purchases under the share repurchase program.
Equity-Based Compensation
The Company recognizes stock-based compensation expense for all share-based payment awards, including employee stock options and RSUs granted under the 2012 Omnibus Equity Incentive Plan, and sales of shares of common stock under the 2012 Employee Stock Purchase Plan (the “2012 ESPP”), based on the fair value of each award on the grant date.
The following table summarizes non-cash equity-based compensation expense, net of forfeitures, by financial statement line item included in the accompanying consolidated statements of operations for the three and nine months ended September 30,March 31, 2018 and 2017 and 2016 (in thousands): 
Three Months Ended September 30, Nine Months Ended September 30,Three Months Ended March 31,
2017 2016 2017 20162018 2017
Cost of revenue$176
 $498
 $608
 $1,552
$174
 $208
Sales and marketing1,092
 1,524
 3,535
 4,072
427
 1,218
Product development1,819
 1,580
 5,079
 5,732
1,477
 1,256
General and administrative3,798
 2,903
 10,905
 9,754
3,528
 3,274
Total$6,885
 $6,505
 $20,128
 $21,110
$5,606
 $5,956
The following table summarizes non-cash equity-based compensation expense, net of forfeitures, by award type included in the accompanying consolidated statements of operations for the three and nine months ended September 30,March 31, 2018 and 2017 and 2016 (in thousands):
Three Months Ended September 30, Nine Months Ended September 30,Three Months Ended March 31,
2017 2016 2017 20162018 2017
Stock options$1,663
 $1,751
 $5,087
 $5,379
$1,466
 $1,566
RSUs5,222
 4,602
 15,041
 15,254
4,140
 4,390
ESPP shares
 152
 
 477
Total$6,885
 $6,505
 $20,128
 $21,110
$5,606
 $5,956
Shutterstock, Inc.
Notes to Consolidated Financial Statements 
(unaudited)




Stock Option Awards
During the ninethree months ended September 30, 2017,March 31, 2018, the Company granteddid not grant options to purchase approximately 86,000 shares of its common stock with a weighted average exercise price of $48.05.stock. As of September 30, 2017,March 31, 2018, there were approximately 312,000346,000 options vested and exercisable with a weighted average exercise price of $36.27.$35.10. As of September 30, 2017,March 31, 2018, the total unrecognized compensation charge related to non-vested options was approximately $15.9$12.0 million, which is expected to be recognized through 2021.
Restricted Stock Units
During the ninethree months ended September 30, 2017,March 31, 2018, the Company granted approximately 366,000248,000 RSUs, net of forfeitures. As of September 30, 2017March 31, 2018 there are approximately 1,290,0001,225,000 non-vested RSUs outstanding. As of September 30, 2017,March 31, 2018, the total unrecognized non-cash equity-based compensation charge related to the non-vested RSUs was approximately $45.0$44.3 million, which is expected to be recognized through 2021.2022.
During the ninethree months ended September 30, 2017,March 31, 2018, shares with an aggregate value of $5.8$4.0 million were withheld upon vesting of RSUs and in connection with related remittance to taxing authorities.
ESPP Shares
(9) Revenue
The Company distributes its digital content offerings through two primary channels:
E-commerce: The majority of customers purchase content licenses directly through the Company’s e-commerce platforms. E-commerce customers have the flexibility to purchase a subscription plan that is paid on a monthly or annual basis or to purchase content on a transactional basis. These customers generally license content under the Company’s standard license, with additional licensing options available to meet customers’ individual needs. E-commerce customers typically pay the full amount of the purchase price in advance or at the time of license, generally with a credit card.
Enterprise: Enterprise customers are mainly composed of creative professionals and large organizations with unique content, licensing and workflow needs. Customers of this size benefit from dedicated sales, service and research teams which provide a number of enhancements to their creative workflows including non-standard licensing rights, multi-seat access, invoicing and the ability to pay on credit terms, increased indemnification protection, multi-brand licensing packages and content licensed for use-cases outside of those available on the e-commerce platform.
In December 2016,addition to the Company’s Boarddigital content offerings, the Company has historically generated revenue through other channels:
Digital asset management: The Company provided tools to help organizations manage, search, distribute and collaborate on creative and other brand-buildings activities through Webdam. Effective February 26, 2018, the Company sold Webdam. See Note 4 for further information on the sale of Directors suspendedWebdam.
The Company’s revenue by distribution channel for the 2012 ESPP. During the ninethree months ended September 30,March 31, 2018 and 2017 no sharesare as follows (in thousands):
 Three Months Ended
March 31,
 2018 
2017(1)
E-Commerce$89,735
 $80,605
Enterprise60,573
 46,160
Digital asset management2,711
 3,459
Total Revenues$153,019
 $130,224
(1)As previously discussed in Note 1, the Company adopted ASU 2014-09 effective January 1, 2018 using the modified retrospective approach. Historical revenue amounts reflect those previously reported and have not been restated.
The Company’s deferred revenue balance decreased from $157.8 million at December 31, 2017 to $139.5 million at March 31, 2018. This decrease was primarily the result of (i) the adoption of ASC 2014-09 which reduced deferred revenue by $9.9 million on January 1, 2018, and (ii) $10.2 million resulting from the sale of Webdam, offset by increase due to the ongoing operations of the Company’s common stock were issued underCompany. The March 31, 2018 deferred revenue balance will be earned as digital content is downloaded or upon the 2012 ESPP.expiration of the subscription-based products, and nearly all will be earned within the next twelve months. $57.1 million of total revenue recognized for the three months ended March 31, 2018 was reflected in deferred revenue as of January 1, 2018.


(8)(10) Employee Benefit Plans
The Company has a 401(k) defined contribution plan and, providesprior to January 1, 2018, provided for annual discretionary employer matching contributions not to exceed 3% of employees’ annual base compensationsalary per year. Effective January 1, 2018 the Company will provide discretionary employer matching of 50% of employees’ eligible contributions. Matching contributions are fully vested and non-forfeitable at all times.
The Company recorded expenses related to employer matching contributions of $0.7$0.9 million and $0.5$0.4 million for the three months ended September 30,March 31, 2018 and 2017, and 2016, respectively, and $1.5 million and $1.5 million for the nine months ended September 30, 2017 and 2016, respectively.
(9)(11) Other Expense,Income, Net
The following table presents a summary of the Company’s other income and expense activity included in the accompanying consolidated statements of operations for the three and nine months ended September 30,March 31, 2018 and 2017 and 2016 (in thousands):
 Three Months Ended September 30, Nine Months Ended September 30,
 2017 2016 2017 2016
Foreign currency gain (loss)$(192) $192
 $1,467
 $739
Change in fair value of contingent consideration
 (130) 
 (974)
Interest income322
 40
 628
 113
Total income (expense)$130
 $102
 $2,095
 $(122)
 Three Months Ended March 31,
 2018 2017
Foreign currency gain$319
 $365
Interest income483
 90
Total income$802
 $455
(10)(12) Income Taxes
On December 22, 2017, the U.S. enacted the TCJA, which lowered the Company’s U.S. statutory federal income tax rate from 35% to 21% effective January 1, 2018, while also imposing a one-time transition tax on undistributed earnings of foreign subsidiaries.
The Company’s provision for income taxes for the three months ended March 31, 2018 includes provisional amounts for certain specific tax effects of the TCJA. These provisional amounts represent the Company’s reasonable estimates. The Company will evaluate these estimates throughout 2018 as additional information and/or implementation guidance becomes available, and any changes will be reflected in the financial statements in the period in which they are identified.

The Company’s effective tax rates were 12.2%25.8% and 17.6%38.6% for the three months ended September 30,March 31, 2018 and 2017, and 2016, respectively, and 31.0% and 29.9% for the nine months ended September 30, 2017 and 2016, respectively.  In the three and nine months ended September 30, 2017,March 31, 2018, the Company incurred a net discrete benefittax expense relating primarily to the tax effectgain on sale of the domestic production activities deduction claimed on the Company’s 2016 tax return, which was substantially completed in the third quarter of 2017.digital asset management business. The net effect of these discrete items decreasedincreased the effective tax rate for the three and nine months ended September 30, 2017March 31, 2018 by 17.5% and 2.0%, respectively.9.6%. In the three and nine months ended September 30, 2016,March 31, 2017, the Company incurred a discrete tax benefit related primarily to the Company’s completion of a study which determined the amount of the U.S. Research and Developmentwithholding tax credit forincurred on income earned in foreign jurisdictions, the years 2013 to 2015 to which it was entitled. The net effect of discrete items decreasedwhich increased the effective tax rate for the three and nine months ended September 30, 2016 by 22.3% and 10.0%, respectively.5.0%.

The Company has computed the provision for income taxes based on the estimated annual effective tax rate and the application of discrete items, if any, in the applicable period. The estimated annual effective tax rate differs from the statutory tax rate due primarily to an increasethe international provisions enacted as part of income in foreign jurisdictions with lower statutory rates.the TCJA.
During the three and nine months ended September 30,March 31, 2018 and 2017, and 2016, unrecognized tax benefits recorded by the Company for uncertain tax positions taken in prior years increased by $0.3 million. During the three months ended
Shutterstock, Inc.
Notes to Consolidated Financial Statements 
(unaudited)




September 30, 2016, unrecognized tax benefits recorded by the Company for uncertain tax positions taken in prior years were $1.0 million. During the nine months ended September 30, 2016, the Company’s recognized tax benefits of $1.0 million were offset by a recognized tax benefit of approximately $1.0 million related to the release of a reserve for uncertain tax positions due to a lapse in the statute of limitations, resulting in a net amount recorded that was not material. To the extent the remaining unrecognized tax benefits are ultimately recognized, the Company’s effective tax rate may be impacted in future periods.
The Company recognizes interest expense and tax penalties related to unrecognized tax benefits in income tax expense in the consolidated statements of operations. The Company’s accrual for interest and penalties related to unrecognized tax benefits was not material for the three and nine months ended September 30, 2017March 31, 2018 and 2016.2017.
AsDuring the three months ended March 31, 2018, the Company received net cash tax refunds of September 30,$1.8 million and during the three months ended March 31, 2017, the Company had approximately $12.8 millionpaid net cash taxes of undistributed earnings attributable to its foreign subsidiaries. It is the Company’s practice and intention to indefinitely reinvest the earnings of its foreign subsidiaries in those operations. The Company has not provided deferred U.S. income taxes or foreign withholding taxes on temporary differences resulting from the earnings indefinitely reinvested outside the United States. It is currently not practicable for the Company to calculate the associated unrecognized deferred tax liability.$2.1 million.

(11) Net Income(13) Earnings Per Share
Basic net incomeearnings per share is computed by dividing the net income attributable to common stockholders by the weighted average number of common shares outstanding during the period. Any potential issuance of common shares, including those that are contingent and do not participate in dividends, is excluded from weighted average number of common shares outstanding. Income available
Shutterstock, Inc.
Notes to common stockholders is computed by deducting income allocated to participating securities, if any, including unvested shares for the restricted award holder since these unvested shares have participating rights.Consolidated Financial Statements 
(unaudited)




Diluted net incomeearnings per share is computed by dividing the net income attributable to common stockholders by the weighted average common shares outstanding and all potential common shares, if they are dilutive.
A reconciliation of assumed exercised shares used in calculating basic and diluted net incomeearnings per share follows (in thousands):
Three Months Ended September 30, Nine Months Ended September 30,Three Months Ended March 31,
2017 2016 2017 20162018 2017
Weighted average shares outstanding:          
Basic34,643
 35,036
 34,607
 35,123
34,784
 34,597
Stock options and ESPP shares408
 473
 458
 434
Unvested RSUs and restricted stock awards126
 315
 274
 298
Stock options116
 495
Unvested RSUs418
 503
Diluted35,177
 35,824
 35,339
 35,855
35,318
 35,595
          
Dilutive securities included in the calculation1,066
 2,097
 1,543
 1,940
1,425
 1,927
Anti-dilutive securities excluded from the calculation1,554
 856
 1,244
 1,061
938
 1,082
(12)(14) Geographic Information
The following table presents the Company’s revenue based on customer location (in thousands): 
Three Months Ended
September 30,
 Nine Months Ended
September 30,
Three Months Ended
March 31,
2017 2016 2017 20162018 
2017(1)
North America$55,827
 $49,221
 $161,396
 $145,928
$56,958
 $52,798
Europe45,075
 39,382
 131,712
 119,662
51,934
 42,573
Rest of the world40,161
 34,470
 112,174
 98,554
44,126
 34,853
Total revenue$141,063

$123,073

$405,282

$364,144
$153,019

$130,224
 
(1)As previously discussed in Note 1, the Company adopted ASU 2014-09 effective January 1, 2018 using the modified retrospective approach. Historical revenue amounts reflect those previously reported and have not been restated.
The United States, included in North America in the above table, accounted for 34% and 36% of consolidated revenue for the three months ended September 30,March 31, 2018 and 2017, and 2016, and 36% of total revenue for the nine months ended September 30, 2017 and 2016. The United Kingdom, included in Europe in the above table, accounted for 9% of total revenue for the three months ended September 30, 2017 and 2016, and 9% and 10% of total revenue for the nine months ended September 30, 2017 and 2016, respectively. No other country accounts for more than 10% of the Company’s revenue in any period presented.
Shutterstock, Inc.
Notes to Consolidated Financial Statements 
(unaudited)




The Company’s long-lived tangible assets were located as follows (in thousands): 
September 30, December 31,March 31, December 31,
2017 20162018 2017
North America$75,771
 $54,913
$84,718
 $83,027
Europe1,925
 1,141
3,402
 2,599
Rest of the world74
 47
70
 72
Total long-lived tangible assets$77,770
 $56,101
$88,190
 $85,698
The United States, included in North America in the above table, accounted for 95%90% and 92% of total long-lived tangible assets as of September 30, 2017March 31, 2018 and December 31, 2016.2017, respectively.
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Item 2.         Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion of our financial condition and results of operations should be read together with our interim consolidated unaudited financial statements and related notes contained elsewhere in this Quarterly Report on Form 10-Q and with information contained in our other filings, including the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 20162017 filed with the SEC on February 27, 2017.22, 2018.
In addition to historical consolidated financial information, this discussion may containcontains forward-looking statements that reflectincluding statements about our plans, estimates and beliefs. These statements involve risks and uncertainties and our actual results could differ materially from those discussed below.expressed or implied in forward-looking statements. See the “Special Note on Forward“Forward Looking Statements” disclosure included above for a discussion of the uncertainties, risks and assumptions associated with these statements.above. See also the “Risk Factors” disclosure of our Annual Report on Form 10-K for the fiscal year ended December 31, 20162017 for additional discussion of such risks.the risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in our forward-looking statements.
Overview and Recent Developments
Shutterstock is a leading global technology company that operates a two-sided marketplaceoffers an e-commerce platform for high-quality digital content, tools and services to creative professionals to license content. Our library of creativeprofessionals. The digital content licensed by our customers includes: (a) digital imagery, which consistsconsisting of licensed photographs, vectors, illustrations and video clips that customers use in their visual communications, such as websites, digital and print marketing materials, corporate communications, books, publications and video content; and (b) commercial music, which consistsconsisting of high-quality music tracks and sound effects, and which is often used to complement the digital imagery. We also offeroffered digital asset management services through Webdam, our cloud-based digital asset management platform,service, which provides tools for customers to better manage content and brand management assets. we sold in February 2018.
Our global marketplaceplatform brings together users and contributors of creative content by providing a readily-searchable collection of content that our customers canmay pay to license and incorporate into their work and by compensating contributors as their content is licensed to our customers. For customers seeking specialized content that goes beyond our library of stock content, our platform also connects customers with contributors who can produce custom branded content. More than 1.71.8 million active, paying customers contributed to our revenue for the twelve-month period ended September 30, 2017.March 31, 2018. As of September 30, 2017,March 31, 2018, more than 300,000400,000 approved contributors made their creative content available in our collection, which has grown to more than 150180 million images and has grown to include more than 8.39.9 million video clips. This makes our collection of creative content one of the largest of its kind, and we delivered more than 12840 million paid downloads across all of our brands during the ninethree months ended September 30, 2017.March 31, 2018. We believe that we delivered the highest volume of commercial image downloads in this period of any single brand in our industry during that period.
During the three months ended September 30, 2017,March 31, 2018, in addition to the increase in creative content provided by our contributors, we also launched several new and improved product features, including enhanced product offerings as follows:the Company had the following significant events:
In July 2017,January 2018, we completedcelebrated over 1 billion content licenses sold since the Company was founded in 2003.
In January 2018, we invested $15.0 million in ZCool Network Technology Limited (“ZCool”) to further expand the Company’s presence in fast-growing markets. ZCool’s primary business is the operation of an e-commerce platform in China whereby customers can pay to license content contributed by creative professionals and has been the exclusive distributor of Shutterstock creative content in China since 2014.
In February 2018, we sold our acquisition of Flashstock Technologies, Inc.digital asset management business (“Flashstock”Webdam”), for a total purchase price of $51.2 million. Flashstock is a Toronto-based company that enables the creation of custom content through a proprietary software platform, and will serve as the foundation for Shutterstock Custom, which was launched in September 2017.
In September 2017, we unveiled a number of enhancements$49.1 million, subject to our suite of plugins for the Adobe Creative Cloud® desktop applications. These enhancements add compatibility directly within the Adobe Premiere Pro®, Adobe Illustrator®, and Adobe InDesign® applications, marking the first time that we have made our high-quality video collection available through a plugin. In addition to added compatibility, the plugins provide feature enhancements such as streamlined workflow, design previews, content curation, and simple licensing within the applications.
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In September 2017, we launched direct integration in the Google Slides application, allowing users to search our image library and edit any visual content within their presentations using Shutterstock Editor.certain adjustments.
Through our two-sided marketplace,platform, we generate revenue by licensing creative content to our customers, which is offset by paying royalties to contributors each time their content is delivered to a customer for use.customers. During the ninethree months ended September 30, 2017, 63%March 31, 2018, 59% of our revenue and the majority of our content licenses came from users of our e-commerce platform. E-commerce customers have the flexibility of choosing content subscription plans that provide a large volume of content for their creative process without concern for the incremental cost of each license, or forlicense. For customers with other content needs, we also offer simple, affordable, a la cartesmaller subscriptions and those where customers have an option to pay for individual content licenses. Forlicenses at the time of delivery. Enterprise customers are generally larger organizations or those with unique content, licensing and workflow needs, and our dedicated enterprise sales, service and research teams are able to provide a number of enhancements to their creative workflows beyond the use-cases available on our e-commerce platform.platform including the creation of custom branded content, an offering that launched in 2017. Our enterprise customers provided approximately 40% of our revenue in 2018.
Each time an image, video clip or music track is delivered to a customer for use, we record a royalty expense for the amount due to the associated contributor. Royalties are calculated using either a fixed dollar amount or a fixed percentage of revenue, and are typically paid to contributors on a monthly basis, subject to withholding taxes and certain payout minimums. Royalties represent the largest component of our operating expenses (and are reported within cost of revenue) and tend to
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increase proportionally with revenue. In addition to content sourced through direct submission through our web properties, content may also be obtained through exclusive distribution agreements with strategic partners or through the direct acquisition of a content library or archive. In certain cases, we will enter into arrangements with contributors whereby we guarantee a minimum royalty to a contributor or strategic partner, usually paid up-front, in exchange for exclusive rights to distribute content when we believe such exclusivity provides us with a distinct competitive advantage. In recent years we have made a number of enhancements to our content libraries through the direct acquisition of content and through entering into several such agreements and partnerships. We have also enhanced our collections and content acquisition capabilities through our acquisitions of PremiumBeat, Rex Features, The Picture Desk Limited, and Flashstock Technology.
Our cost of revenue is substantially similar as a percentage of revenue for our e-commerce and enterprise customers. While contributors earn a fixed amount per download for some of our plans,products, we have set the per-download amount paid to our contributors for each of our purchase optionsproducts so that contributors earn more per download from plansproducts where we collect higher revenue per download. In other words, we strive to deliver a similar percentage of revenue to contributors regardless of which purchase option a customer chooses. We expect that shifts in the relative popularity of these two purchase options will not materially impact our cost of revenue.sales channel.
As a provider of digital asset management technology, we also generatepreviously generated revenue by licensing the use of our Webdam platform to customers on a contract basis, which is typically for terms of twelve months.
We manage customer acquisition costs based on the expected blended customer lifetime value across our purchase options so that we are able to manage our marketing expenses to achieve certain desired growth targets. As a result, we do not believe that shifts in the mix between e-commerce and enterprise sales channels will materially impact our operating margins.
An important driver of our growth is customer acquisition, which we achieve primarily through online marketing efforts, including paid search, organic search, online display advertising, email marketing, affiliate marketing, social media and strategic partnerships. Over the past several years, our investments in marketing have beenrepresented a significant percentage of revenue. Since we believe the market for creative content is at an early stage,multi-faceted and continually expanding, we plan to continue to invest aggressively in customer acquisition to achieve revenue and market share growth. We believe that another important driver of growth is the quality of the user experience we provide on our websites, especially the efficiency with which our search interfaces and algorithms help customers find the creative content that they need, the degree to which we make use of the large quantity of data we collect about images, videosimage, video and music and search patterns, and the degree to which our websites have been localized for international audiences.our global user base. To this end, we have invested aggressively in product development and hosting infrastructure, and we intend to continue to invest in these areas, to the extent that we can improve the customer experience and increase the efficiency with which we deploy new products and features. Finally, the quality and quantity of content that we make available in our collection is another key driver of our growth. ApprovedThe number of approved and licensable high-quality contentimages in the Shutterstock collection exceeded 150180 million images and 8.39.9 million video clips as of September 30, 2017,March 31, 2018, making it one of the largest libraries of its kind.
Key Operating Metrics
In addition to key financial metrics, we regularly review a number of key operating metrics to evaluate our business, determine the allocation of resources and make decisions regarding business strategies. We believe that these metrics can be useful for understanding the underlying trends in our business. The following table summarizes our key operating metrics, which are unaudited, for the three and nine months ended September 30, 2017March 31, 2018 and 2016:
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2017:
Three Months Ended September 30, Nine Months Ended September 30,Three Months Ended March 31,
2017 2016 2017 20162018 
2017(1)
(in millions, except revenue per download)(in millions, except revenue per download)
Paid downloads (during the period)41.9
 41.2
 128.1
 125.8
43.7
 43.5
Revenue per download (during the period)$3.23
 $2.91
 $3.06
 $2.83
$3.40
 $2.91
Content in Our Collection (end of period):          
Images155.8
 102.7
 155.8
 102.7
186.9
 132.0
Video Clips8.3
 5.4
 8.3
 5.4
9.9
 6.9
(1)Effective January 1, 2018 we adopted ASU 2014-09 using the modified retrospective approach. Historical revenue per download reflects amounts previously reported and has not been restated.
Paid Downloads 
Measuring the number of paid downloads that our customers make in any given period is important because downloads are the primary method of delivering licensed content, which drives a significant portion of our revenue and contributor royalties. For customers that choose to purchase content à la carte,on a transactional basis, each incremental content license results in
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incremental recognition of revenue. For customers that choose our subscription purchase options, we do not recognize revenue from each incremental content license, but we believe that download activity is an important measure of the value that a customer is getting from a subscription. We define paid downloads as the number of downloads that our customers make in a given period of our photographs, vectors, illustrations, video clips or music tracks, excluding custom content, re-downloads of content that a customer has downloaded in the past (which do not generate incremental revenue or contributor royalty expense), and downloads of content that is offered to customers for no charge, including our free image of the week and content made available through our Freestock product (which we make available as a means of acquiring new customers and attracting existing customers to return to our websites more frequently).
Revenue per Download 
We define revenue per download as the amount of revenue recognized in a given period divided by the number of paid downloads in that period excluding the impact of revenue that is not derived from or associated with paid downloads. This metric captures any changes in our pricing, as well as the mix of purchase options that our customers choose, some of which generate more revenue per download than others, and the impact that changes in foreign currency rates have on our pricing. For example, when a customer pays $49 for five images, we earn more revenue per download ($9.80 per download) than when a customer purchases a one-month subscription for $249 and downloads 100 images during the month ($2.49 per download). Revenue per download has increased over the last three years, almost entirely due to the change in product mix. During this period, pricing has remained relatively constant.
Content in our Collection
We define content in our collection as the total number of (a) images (photographs, vectors and illustrations) and (b) video clips available to customers for commercial license on shutterstock.com at any point in time. We exclude content from this collection metric that is not uploaded directly to our site but is available to our customers through an application program interface, custom content and certain content that may be licensed for editorial use only. We record this metric as of the end of a period. Offering a large selection of content allows us to acquire and retain customers and, therefore, we believe that broadening our selection of high-quality content is an important driver of our revenue growth.
Non-GAAP Financial Measures
This Quarterly Report on Form 10-Q, including this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains a calculation of period-over-period revenue growth on a constant-currency basis, which is a financial measure that has not been calculated in accordance with GAAP, and should be considered in addition to our results prepared in accordance with GAAP and should not be considered as a substitute for, or superior to, our results prepared in accordance with GAAP.
Revenue growth on a constant-currency basis (expressed as a percentage) is calculated by determining the increase in current period revenues over prior period revenues, utilizing fixed exchange rates for translating foreign currency revenues for both periods.
Our management uses this non-GAAP financial measure, in conjunction with GAAP financial measures, as an operating measure to help evaluate our business and in making financial and operational decisions. Management believes that providing a measure of period-over-period revenue growth on a constant-currency basis is useful to investors to provide them with disclosures of our revenue trends and overall business on the same basis as that which is used by management and because this metric eliminates the effect of foreign currency fluctuations that are not directly attributable to our underlying operating performance and are outside management’s control. Additionally, management believes that providing this non-GAAP financial measure enhances the comparability for investors in assessing our financial reporting. However, we caution investors that non-GAAP financial
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information, by its nature, departs from traditional accounting conventions; accordingly, its use can make it difficult to compare our current results with our results from other reporting periods and with the results of other companies.
Critical Accounting Policies and Estimates
Our financial statements are prepared in accordance with GAAP. The preparation of the consolidated financial statements in conformity with GAAP requires our management to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure or inclusion of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the period. We evaluate our significant estimates on an ongoing basis, including, but not limited to, estimates related to allowance for doubtful accounts, medical self-insurance accruals,the volume of expected unused licenses for our subscription-based products, chargeback and sales refund reserve, the fair value of goodwill, intangibles, and other long-lived assets, non-cash equity-based compensation, expense, the fair value of contingent consideration, the provision for income taxestax provisions and the amount of certain non-income tax accruals. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.
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We believe that the policies, assumptions and estimates associated with our revenue recognition, allowance for doubtful accounts, chargeback and sales refund reserve, stock-basedequity-based compensation, self-insurance accruals, accounting for non-income and income taxes and goodwill and intangible assets and advertising costs have the greatest potential impact on our financial statements. Therefore, we consider these to be our critical accounting policies and estimates.
A description of our critical accounting policies that involve significant management judgments appears in our Annual Report on Form 10-K for the fiscal year ended December 31, 20162017 that we filed with the SEC on February 27, 2017,22, 2018, or the 20162017 Form 10-K, under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates.”
During the first quarter of 2017,Effective January 1, 2018, we adopted the Financial Accounting Standards Board’s Accounting Standards Update 2016-09: Compensation - Stock Compensation2014-09: Revenue from Contracts with Customers (Topic 718), Improvements to Employee Share-Based Payment Accounting606), which simplifiedand its related amendments (“ASU 2014-09”). ASU 2014-09 provides a unified model to determine when and how revenue is recognized and enhances certain disclosure around the nature, timing, amount and uncertainty of revenue and cash flows arising from customers.
ASU 2014-09 represents a change in the accounting for stock-based compensation in a number of areas, including the accounting for awards expected to be forfeited and the accountingmodel utilized for the tax effectsrecognition of stock-based compensation. revenue and certain expenses arising from contracts with customers. We adopted ASU 2014-09 using a “modified retrospective” approach and, as such, revenue and expense totals for all periods before January 1, 2018 reflect those previously reported under the then-effective accounting model and have not been restated.
See Note 1 to our Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a full description of the impact of the adoption of thisnew accounting standardstandards on our financial statements. Apart from the itemitems described above, there have been no material changes to our critical accounting policies and estimates as compared to our critical accounting policies and estimates included in the 20162017 Form 10-K.
Key Components of Our Results of Operations
Revenue
We record revenue net of credit card chargebacks and refunds.distribute our digital content offerings through two primary channels:
E-commerce: The majority of our revenue is generated through the licensing of creativecustomers purchase content and the majority of our licensing revenue is generated by saleslicenses directly through our e-commerce platform.
We generate revenue through our e-commerce platform from the sale of subscriptions that provideplatforms. E-commerce customers have the flexibility of high-volumeto purchase a subscription plan that is paid on a monthly or annual basis or to purchase content subscriptions as well ason a variety of other purchase options. Our subscriptions typically vary in length from one month to one year. In addition to sales throughtransactional basis. These customers generally license content under our e-commerce platform, we offerstandard license, with additional purchaselicensing options to enterprise customers that can be tailoredavailable to meet our customers’ specificindividual needs.
We E-commerce customers typically receivepay the full amount of e-commerce purchasesthe purchase price in advance or at the time of sale; however, revenue is recognized ratably overlicense, generally with a credit card.
Enterprise: Enterprise customers are mainly composed of creative professionals and large organizations with unique content, licensing and workflow needs. Customers of this size benefit from dedicated sales, service and research teams which provide a number of enhancements to their creative workflows including non-standard licensing rights, multi-seat access, invoicing and the course of a subscription period or as content is downloaded. Some of our larger custom and enterprise accounts are invoiced andability to pay us on credit terms. For certainterms, increased indemnification protection, multi-brand licensing packages and content licensed for use-cases outside of these accounts,those available on the e-commerce platform.
In addition to our digital content offerings, we receive payment in installments over the course of an annual commitment.
We also generatehistorically generated revenue through Webdam, which licenses digitalother channels:
Digital asset management software servicesmanagement: We previously provided tools to marketinghelp organizations manage, search, distribute and collaborate on creative teams and enterprise organizationsother brand-buildings activities through its cloud-based software platform. Software licensing fees are recognized ratably asWebdam. Effective February 26, 2018, the Company sold Webdam. See Note 4 to our Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information on the sale of Webdam.
The Company’s revenue overby distribution channel for the course of the contractual term, which is typically one year.
Our deferred revenue consists of amounts paid by customers for which revenue recognition criteria have not been met. For content revenue, deferred revenue is recognized as revenue when content is licensed or when the right to license content expires,three months ended March 31, 2018 and all other revenue recognition criteria have been met. For Webdam, deferred revenue is recognized as revenue through passage of time and when all other revenue recognition criteria have been met.
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Revenues generated from each of the sales channels2017 are as follows (in thousands):
Three Months Ended
September 30,
 Nine Months Ended
September 30,
Three Months Ended
March 31,
2017 2016 2017 20162018 
2017(1)
E-Commerce$85,910
 $80,803
 $255,613
 $244,190
$89,735
 $80,605
Enterprise49,322
 38,175
 134,129
 108,683
60,573
 46,160
Other5,831
 4,095
 15,540
 11,271
Total Revenue$141,063
 $123,073
 $405,282
 $364,144
Digital asset management2,711
 3,459
Total Revenues$153,019
 $130,224
(1)Effective January 1, 2018 we adopted ASU 2014-09 using the modified retrospective approach. Historical revenue totals reflect those previously reported and have not been restated. Historical presentation of the allocation of revenue by sales channel for periods prior to January 1, 2018 has been adjusted to conform to current presentation.
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Costs and Expenses
Cost of Revenue. Cost of revenue consists of royalties paid to contributors, credit card processing fees, content review costs, customer service expenses, the infrastructure and hosting costs related to maintaining our e-commerce platform and cloud-based software platform and associated employee compensation, including non-cash equity-based compensation, bonuses and benefits, amortization of content and technology intangible assets, allocated facility costs and other supporting overhead costs. We expect that our cost of revenue will increase in absolute dollars in the foreseeable future asto the extent that our revenue grows.
Sales and Marketing.     Sales and marketing expenses include third-party marketing, advertising, branding, public relations and sales expenses. Sales and marketing expenses also include associated employee compensation, including non-cash equity-based compensation, bonuses and benefits, and commissions as well as allocated facility and other supporting overhead costs. We expect sales and marketing expenses to increase in absolute dollars in the foreseeable future as we continue to invest in new customer acquisition.
Product Development. Product development expenses consist of employee compensation, including non-cash equity-based compensation, bonuses and benefits, and expenses related to contractors engaged in product management, design, development and testing of our websites and products. Product development costs also include allocated facility and other supporting overhead costs. We expense product development expenses as incurred, except for costs that are capitalized for internal-use software development projects and subsequently depreciated over the expected useful life of the developed software. We expect product development expenses, of which a portion will be capitalized, to increase in absolute dollarscontinue in the foreseeable future as we continueidentify opportunities to invest in developingthe development of new products and internal tools and enhancing the functionalityenhancement of our existing products and technology.technologies that we believe will drive the long-term profitability of the business.
General and Administrative. General and administrative expenses include employee compensation, including non-cash equity-based compensation, bonuses and benefits for executive, finance, business development, accounting, legal, human resources, internal information technology, business intelligence and other administrative personnel. In addition, general and administrative expenses include outside legal, tax and accounting services, bad debt expense, insurance, facilities costs and other supporting overhead costs. We expect to incur incremental general and administrative expenses to support our global operational growth and enhancements to support our reporting and planning functions.
Other Expense,Income, Net. Other expense consists of non-operating costs such as foreign currency transaction gains and losses, interest income and expense and prior to 2017, changes in the fair value of contingent consideration related to acquisitions. As we increase the volume of business transacted in foreign currencies resulting from international expansion and as currency rates fluctuate, we expect foreign currency gains and losses to continue to fluctuate.
Income Taxes. We compute income taxes using the asset and liability method, under which deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted statutory income tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce net deferred tax assets to the amount expected to be realized. As of September 30, 2017,March 31, 2018, we have not recorded any such valuation allowances.
As we continue to expand our operations outside of the United States, we have been and may continue to become subject to taxation in additional non-U.S. jurisdictions and our effective tax rate could fluctuate accordingly.

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Results of Operations
The following table presents our results of operations for the periods indicated. The period-to-period comparisons of results are not necessarily indicative of results for future periods.
Three Months Ended September 30, Nine Months Ended September 30,Three Months Ended March 31,
2017 2016 2017 20162018 2017
(in thousands)(in thousands)
Consolidated Statements of Operations: 
  
  
  
 
  
Revenue$141,063
 $123,073
 $405,282
 $364,144
$153,019
 $130,224
Operating expenses:          
Cost of revenue58,812
 50,184
 168,512
 150,492
64,490
 52,411
Sales and marketing36,008
 32,977
 105,620
 91,636
40,368
 32,503
Product development13,340
 11,604
 37,276
 34,800
16,448
 11,044
General and administrative27,333
 17,020
 74,716
 54,629
27,224
 23,963
Total operating expenses135,493
 111,785
 386,124
 331,557
148,530
 119,921
Income from operations5,570
 11,288
 19,158
 32,587
4,489
 10,303
Other income (expense), net130
 102
 2,095
 (122)
Gain on sale of digital asset management business38,613
 
Other income, net802
 455
Income before income taxes5,700
 11,390
 21,253
 32,465
43,904
 10,758
Provision for income taxes698
 1,999
 6,582
 9,692
11,323
 4,155
Net income$5,002
 $9,391
 $14,671
 $22,773
$32,581
 $6,603
The following table presents the components of our results of operations for the periods indicated as a percentage of revenue:
Three Months Ended September 30, Nine Months Ended September 30,Three Months Ended March 31,
2017 2016 2017 20162018 2017
Consolidated Statements of Operations: 
  
  
  
 
  
Revenue100% 100% 100% 100 %100% 100%
Operating expenses:          
Cost of revenue42% 41% 42% 41 %42% 40%
Sales and marketing26% 27% 26% 25 %26% 25%
Product development9% 9% 9% 10 %11% 8%
General and administrative19% 14% 18% 15 %18% 18%
Total operating expenses96% 91% 95% 91 %97% 92%
Income from operations4% 9% 5% 9 %3% 8%
Other income (expense), net% % 1%  %
Gain on sale of digital asset management business25% %
Other income, net1% %
Income before income taxes4% 9% 5% 9 %29% 8%
Provision for income taxes% 2% 2% 3 %7% 3%
Net income4% 8% 4% 6 %21% 5%

Note: Percent totals may not sum exactly, due to rounding
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Comparison of the Three Months Ended September 30,March 31, 2018 and 2017 and 2016
The following table presents our results of operations for the periods indicated:
Three Months Ended September 30,Three Months Ended March 31,
2017 2016 $ Change % Change2018 2017 $ Change % Change
(in thousands)  (in thousands)  
Consolidated Statements of Operations: 
  
  
  
 
  
  
  
Revenue$141,063
 $123,073
 $17,990
 15 %$153,019
 $130,224
 $22,795
 18 %
Operating expenses:     
  
     
  
Cost of revenue58,812
 50,184
 8,628
 17
64,490
 52,411
 12,079
 23
Sales and marketing36,008
 32,977
 3,031
 9
40,368
 32,503
 7,865
 24
Product development13,340
 11,604
 1,736
 15
16,448
 11,044
 5,404
 49
General and administrative27,333
 17,020
 10,313
 61
27,224
 23,963
 3,261
 14
Total operating expenses135,493
 111,785
 23,708
 21
148,530
 119,921
 28,609
 24
Income from operations5,570
 11,288
 (5,718) (51)4,489
 10,303
 (5,814) (56)
Other income (expense), net130
 102
 28
 *
Gain on sale of digital asset management business38,613
 
 38,613
 *
Other income, net802
 455
 347
 *
Income before income taxes5,700
 11,390
 (5,690) (50)43,904
 10,758
 33,146
 308
Provision for income taxes698
 1,999
 (1,301) *
11,323
 4,155
 7,168
 *
Net income$5,002
 $9,391
 $(4,389) (47)%$32,581
 $6,603
 $25,978
 393 %

*    Not meaningful
Revenue
Revenue increased by $18.0$22.8 million, or 15%18%, to $141.1$153.0 million in the three months ended September 30, 2017March 31, 2018 compared to the same period in 2016.2017. Excluding the impact of foreign currency fluctuations, revenue increased 14%13% in the three months ended September 30, 2017March 31, 2018, compared to the same period in 2016. Increased activity by our enterprise customers was2017. During the primary driver of our revenue growth during the period, which in turn drove an 11% increase in revenue per download as compared to the prior year. In addition,three months ended March 31, 2018, we continued to grow our e-commerce customer base and undertakecontinued with initiatives focused on broadening our subscription product offerings giving customers a greater choice of content plansand adding functionality to meet their needs.our e-commerce platform, enhanced our workflow tools and increased sales and marketing efforts to attract more users and promote increased customer engagement across our platform. We believe these offeringsactions and initiatives will lead to increased and sustained customer engagement over longer periods. in the future.
In the three months ended September 30,March 31, 2018 and 2017, and 2016, we delivered 41.943.7 million and 41.243.5 million paid downloads, respectively, and our revenue per download increased to $3.23$3.40 for the three months ended September 30, 2017March 31, 2018 from $2.91 for the three months ended September 30, 2016.March 31, 2017.
The increased revenue was partially offset by the sale of the Webdam business in February 2018. Webdam revenues were $2.7 million for the period from January 1, 2018 through February 26, 2018 compared to $3.5 million for the full quarter in 2017.
In addition, revenue from North America increased by $6.6$4.2 million, or 13%8%, to $55.8$57.0 million in the three months ended September 30, 2017March 31, 2018 compared to the same period in 2016,2017, revenue from Europe increased by $5.7$9.4 million, or 14%22%, to $45.1$51.9 million in the three months ended September 30, 2017March 31, 2018 compared to the same period in 2016,2017, and revenue from the rest of the world increased by $5.7$9.3 million, or 17%27%, to $40.2$44.1 million in the three months ended September 30, 2017March 31, 2018 compared to the same period in 2016.2017.
Costs and Expenses
Cost of Revenue. Cost of revenue increased by $8.6$12.1 million, or 17%23%, to $58.8$64.5 million in the three months ended September 30, 2017March 31, 2018 compared to the same period in 2016.2017. Royalties expense, which is driven in large part by the number of downloads and the revenue earned on each download, increased $3.0$4.6 million, or 9%13%, which is attributable toin line with the increase in revenues for the three months ended March 31, 2018, offset by changes in product mix amongst license types that incur differing royalty costs relative to the revenue during the period.earned for those license products. We anticipate royalties will continue growing in absolute dollars as long as revenue grows, although royalties as a percentage of revenue may vary somewhat from period to period primarily due toas a result of further shifts in customer usage and product mix and to a lesser extent due to the contributors’ achievement of royalty target thresholds.mix. Costs associated with website hosting, hardware and software licenses, and depreciation and amortization increased by $5.9$6.3 million to $9.9$12.9 million for the three months ended September 30, 2017
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March 31, 2018 compared to the same period in 2016, related2017, driven primarily to increased costs associated with technologyby the depreciation and amortization of infrastructure enhancements.hardware and software assets acquired and developed and purchased in recent periods.
Sales and Marketing. Sales and marketing expenses increased by $3.0$7.9 million, or 9%24%, to $36.0$40.4 million in the three months ended September 30, 2017March 31, 2018 compared to the same period in 2016. Employee-related2017. Expenses related to brand and performance advertising, the largest component of our sales and marketing expenses, increased by $5.1$2.8 million, as compared to the prior year, as a result of increased headcount, which was offsetspending on affiliate, search advertising and other new channels. Employee-related expenses increased by a number of cost reductions, the largest of which was a $0.8$5.4 million, decrease in advertising costs in the three months ended September 30, 2017as compared to the same periodprior year, driven by an increase in 2016.sales and marketing headcount to support our expansion into new products and markets, as well as increased sales commissions as a result of growth in the amount of revenue generated by our global direct sales team. We anticipate that our globaltotal sales and marketing spend will continue to increase in absolute dollars for the foreseeable future as we continue to pursue growth through new customers, products, markets and geographies as well as growth from new customers.geographies.
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Product Development. Product development expenses increased by $1.7$5.4 million, or 15%49%, from $11.6$11.0 million for the three months ended September 30, 2016March 31, 2017 to $13.3$16.4 million for the three months ended September 30, 2017. The most significant component of this increase relates to employee-relatedMarch 31, 2018. Employee-related and consulting-related expenses, and consulting costs, which increased by $2.0 million, net of capitalized amounts. We continuecosts for the development of internal-use software, increased by $4.3 million, or 48%, as compared to 2017, driven by an increase our investmentin human capital requirements in product, engineering and quality assurance to support theour increasing number of product development initiatives for our websites, including ongoing efforts to improve our search capabilities. A significant portioncapabilities and enhancing the features and functionality of this investment is capitalized as internal-use software.the e-commerce platform. We anticipate this level of product development expenses to increase incontinue for the foreseeable future, of which a portion will continue to be capitalized, as we continue to invest in developing new products and internal tools and enhancing the functionality of our existing products and technology.
General and Administrative. General and administrative expenses increased by $10.3$3.3 million, or 61%14%, to $27.3$27.2 million in the three months ended September 30, 2017March 31, 2018 compared to the same period in 2016.2017. The most significant component of this increase is related towas driven primarily by an increase in employee-related expenses which increased by $5.8of $2.2 million or 75%, to $13.5and an increase in professional fees, consulting and IT-related costs of $1.5 million infor the three months ended September 30, 2017 dueMarch 31, 2018 as compared to increasesthe same period in 2017. These expenditures related primarily to required enhancements to our workforcecorporate and technology infrastructure, intended to enhance these functions to better support our growth initiatives and improved efficiencyhelp sustain long-term profitability by more efficiently supporting the business. Also included in general and effectiveness of our infrastructure. In addition, inadministrative expenses for the three months ended September 30, 2017, we recorded $0.5March 31, 2018 are charges of $1.0 million of expense related to ongoing long-term performance-based bonus arrangements that were entered into concurrently with the acquisition of Flashstock and are expected to be paid in 2020. The remaining change in general and administrative expenses is attributable to various operating expenses associated with the overall growth in our business.
Gain on Sale of Digital Asset Management Business. On February 26, 2018, the Company sold Webdam, for an aggregate purchase price of $49.1 million, subject to certain working capital adjustments. Total cash received on the closing date was $42.3 million, net of an initial working capital adjustment and transaction costs paid, with an additional $5.0 million receivable placed in escrow. The funds in escrow are expected to be released to the Company, net of final working capital adjustments, in two payments: (i) $2.5 million during the second quarter of 2018 and (ii) $2.5 million during the first quarter of 2019.
Management recognized a pre-tax gain on the sale of approximately $38.6 million, which represents the excess of the net purchase price over the net assets transferred, less transaction costs.
Other Income, (Expense), Net. Other expenses generally include foreign currency gains and losses and changes in the fair value of contingent consideration related to the passage of time.interest income. During the three months ended September 30, 2017, the $0.1March 31, 2018, approximately $0.5 million of other income related toconsisted of interest income offset by the remeasurementand approximately $0.3 million consisted of our non-functional currency assets and liabilities.favorable foreign exchange fluctuations. During the three months ended September 30, 2016, we incurred expense related to the change in the fair value of contingent consideration, which was mostly offset by foreign currency gains and interest income. Foreign currency transaction gains and losses could fluctuate in future periods as we continue to expand our international operations and increase the volume of business transacted in currencies other than the U.S. dollar.
Income Taxes. Income tax expense decreased by $1.3 million to $0.7 million in the three months ended September 30,March 31, 2017, compared to the same period in 2016. Our effective tax rate for the three months ended September 30, 2017 and 2016 was 12.2% and 17.6%, respectively. During the three months ended September 30, 2017, we incurred a net discrete tax benefit related primarily to the tax effect the domestic production activities deduction claimed on the Company’s 2016 tax return that was substantially completed in the third quarter of 2017, which decreased our effective tax rate by 17.5%. During the three months ended September 30, 2016, we incurred a net discrete tax benefit related to the U.S. Research and Development credit claimed for the years 2013-2015, which decreased our effective tax rate by 22.3%. Excluding these discrete items, our effective tax rate would have been 29.7% and 39.9% for the three months ended September 30, 2017 and 2016, respectively. The decrease in the effective tax rate excluding discrete items for the three months ended September 30, 2017 resulted from benefits relating to the 2017 U.S. Research & Development tax credit and an increase of income in foreign jurisdictions with lower statutory rates.
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Comparisonnearly all of the Nine Months Ended September 30, 2017 and 2016
The following table presents our results of operations for the periods indicated:
 Nine Months Ended September 30,
 2017 2016 $ Change % Change
 (in thousands)  
Consolidated Statements of Operations Data: 
  
  
  
Revenue$405,282
 $364,144
 $41,138
 11 %
Operating expenses:     
  
Cost of revenue168,512
 150,492
 18,020
 12 %
Sales and marketing105,620
 91,636
 13,984
 15 %
Product development37,276
 34,800
 2,476
 7 %
General and administrative74,716
 54,629
 20,087
 37 %
Total operating expenses386,124
 331,557
 54,567
 16 %
Income from operations19,158
 32,587
 (13,429) (41)%
Other expense, net2,095
 (122) 2,217
 *
Income before income taxes21,253
 32,465
 (11,212) (35)%
Provision for income taxes6,582
 9,692
 (3,110) *
Net income$14,671
 $22,773
 $(8,102) (36)%

*    Not meaningful
Revenue
Revenue increased by $41.1 million, or 11%, to $405.3 million in the nine months ended September 30, 2017 compared to the same period in 2016. Excluding the impact of foreign currency fluctuations, revenue for the nine months ended September 30, 2017 increased 12% as compared to the same period in the prior year. We continue to grow our customer base and undertake initiatives focused on broadening our subscription product offerings, giving customers a greater choice of content plans to meet their needs. We believe these offerings will lead to sustained customer engagement over longer periods. As a result of these initiatives, the increase in revenue was primarily attributable to a 2% increase in the number of paid downloads, the acquisition of new customers and increased activity by our enterprise customers, driving an 8% increase in revenue per download. In the nine months ended September 30, 2017 and 2016, we delivered 128.1 million and 125.8 million paid downloads, respectively, and our average revenue per download during these periods was $3.06 and $2.83, respectively.
In addition, revenue from North America increased by $15.5 million, or 11%, to $161.4 million in the nine months ended September 30, 2017 compared to the same period in 2016, revenue from Europe increased by $12.1 million, or 10%, to $131.7 million in the nine months ended September 30, 2017 compared to the same period in 2016, and revenue from the rest of the world increased by $13.6 million, or 14%, to $112.2 million in the nine months ended September 30, 2017 compared to the same period in 2016.
Cost and Expenses
Cost of Revenue.   Cost of revenue increased by $18.0 million, or 12%, to $168.5 million in the nine months ended September 30, 2017 compared to the same period in 2016. Royalties increased $5.2 million, or 5%,  which was attributable to the increases in revenue and paid downloads during the period. We anticipate royalties will continue growing in absolute dollars as revenue grows, although royalties as a percentage of revenue may vary somewhat from period to period primarily due to customer usage and product mix and to a lesser extent due to the contributors’ achievement of royalty target thresholds. Costs associated with website hosting and depreciation and amortization increased by $14.5 million to $26.0 million in the nine months ended September 30, 2017 compared to the same period in 2016, related primarily to increased costs associated with technology and infrastructure enhancements, which were partly offset by a decline in various other costs related to revenue.
Sales and Marketing.   Sales and marketing expenses increased by $14.0 million, or 15%, to $105.6 million in the nine months ended September 30, 2017 compared to the same period in 2016. Expenses related to brand and performance advertising, the largest component of our sales and marketing expenses, increased by $8.2 million, or 18%, for the nine months ended September 30, 2017 compared to the same period in 2016 as a result of increased spending on affiliate, search advertising and other new channels. We anticipate that our global advertising spend will continue to increase in absolute dollars for the foreseeable future, as we continue to pursue growth through new products and geographies as well as growth from new customers.
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Product Development.   Product development expenses increased by $2.5 million, or 7%, to $37.3 million for the nine months ended September 30, 2017 as compared to $34.8 million for the same period in 2016. The increase was driven by a $1.4 million increase in employee-related expenses, excluding compensation, and a $1.1 million increase in employee compensation and consulting costs, net of capitalized amounts. We continue to increase our investment in product, engineering and quality assurance to support the increasing number of product development initiatives for our websites, including ongoing efforts to improve our search capabilities. A significant portion of this investment is capitalized as internal use software. We anticipate product development expenses to increase in the foreseeable future, of which a portion will continue to be capitalized, as we continue to invest in developing new products and internal tools and enhancing the functionality of our existing products and technology.
General and Administrative.   General and administrative expenses increased by $20.1 million, or 37%, to $74.7 million in the nine months ended September 30, 2017 compared to the same period in 2016. The most significant component of this increase is related to employee-related expenses, which increased by $11.6 million, or 46%, to $36.9 million in the nine months ended September 30, 2017 due to increases in our workforce to support our growth and improved efficiency and effectiveness of our infrastructure. Additionally, professional service fees increased $6.0 million as compared to the nine months ended September 30, 2016, primarily related to specialized services pertaining to the implementation of several large-scale business solutions aimed at increasing internal efficiency and functionality to best support our organizational growth. In the nine months ended September 30, 2017, we also recorded $0.5 million of expense related to ongoing long-term performance-based bonus arrangements that were entered into concurrently with the acquisition of Flashstock and are expected to be paid in 2020. The remaining growth in general and administrative expenses is attributable to various operating expenses associated with the overall growth in our business.
Other Income/(Expense), Net. Other expenses generally include foreign currency gains and losses and changes in the fair value of contingent consideration related to the passage of time.  During the nine months ended September 30, 2017, $2.1 million of other income related to the remeasurement of our non-functional currency assetsasset and liabilities and interest income. During the nine months ended September 30, 2016, we incurred expense related to the change in the fair value of contingent consideration, which was mostly offset by foreign currency gains. Foreign currency transaction gains and losses could fluctuate in future periods as we continue to expand our international operations and increase the volume of business transacted in currencies other than the U.S. dollar.liabilities.
Income Taxes.Taxes. Income tax expense decreasedincreased by $3.1$7.2 million to $6.6 million infor the ninethree months ended September 30, 2017March 31, 2018 as compared to the same period in 2016.2017. Our effective tax rates for the three months ended March 31, 2018 and 2017 were approximately 25.8% and 38.6%, respectively.
The decline in the effective tax rate is primarily attributable to the TCJA, which lowered the Company’s U.S. statutory federal tax rate from 35% to 21% effective January 1, 2018, while also imposing a one-time transition tax on undistributed earnings of foreign subsidiaries.
The Company’s provision for income taxes for the three months ended March 31, 2018 are provisional amounts for certain specific tax effects of the TCJA. These provisional amounts represent the Company’s reasonable estimates. The Company will evaluate these estimates throughout 2018 as additional information and/or implementation guidance becomes available, and any changes will be reflected in the financial statements in the period in which they are identified.
For the three months ended March 31, 2018, we incurred a net discrete tax expense relating primarily to the gain on sale of the digital asset management business. The net effect of these discrete items increased the effective tax rate for the ninethree months ended September 30, 2017 and 2016 was 31.0% and 29.9%, respectively. DuringMarch 31, 2018 by 9.6%. Excluding the ninediscrete items, our effective tax rate would have been 16.2% for the three months ended September 30,March 31, 2018.
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For the three months ended March 31, 2017, we incurred a net discrete tax benefitexpense relating primarily to thewithholding tax effect of the domestic production activities deduction claimedincurred on the Company’s 2016 tax return that was substantially completedincome earned in the third quarter of 2017,foreign jurisdictions, which decreasedincreased our effective tax rate by 2.0%. During the nine months ended September 30, 2016, we incurred a net discrete tax benefit related primarily to the U.S. Research and Development tax credit for the years 2013 to 2015, which decreased our effective tax rate by 10.0%5.0%. Excluding thesethe discrete items, theour effective tax rate would have been 33.0% and 39.9% during33.6% for the ninethree months ended September 30, 2017 and 2016, respectively. The decrease in the effective tax rate excluding discrete items for the nine months ended September 30, 2017 resulted from benefits relating to the 2017 U.S. Research & Development tax credit and an increase of income in foreign jurisdictions with lower statutory rates.March 31, 2017.

Quarterly Trends
Our operating results may fluctuate from quarter to quarter as a result of a variety of factors, including the effects of some seasonal trends in customer behavior. For example, we expect certain customers’ usage may decrease during the fourth quarter of each calendar year due to the year-end holiday vacation season and may increase in the first quarter of each calendar year as many customers return to work. While we believe seasonal trends have affected and will continue to affect our quarterly results, our trajectory of rapid growth may have overshadowed these effects to date. Additionally, because a significant portion of our revenue is derived from repeat customers who have purchased subscription plans, our revenues tend to be smoother and less volatile than if we had no subscription-based customers.
In addition, expenditures on digital content by customers tend to be discretionary in nature, reflecting overall economic conditions, the economic prospects of specific industries, budgeting constraints, buying patterns and a variety of other factors, many of which are outside our control. As a result of these and other factors, the results of any prior quarterly or annual periods should not be relied upon as indicators of our future operating performance.

Liquidity and Capital Resources
As of September 30, 2017,March 31, 2018, we had cash and cash equivalents and short-term investments totaling $235.3 million. Cash$284.9 million which primarily consisted of bank balances and cash equivalents, which consist primarily of money market mutual funds and checking account balances, were $212.8 million. Our short-term investments, all of which mature in 90 days or less, were $22.5 million.funds. Since inception, we have financed our operations primarily through cash flows generated from operations.
Historically, our principal uses of cash have been funding our operations, capital expenditures, content acquisition, business combinations that enhance our strategic position and share purchases under our share repurchase program. We plan to finance our operations and capital expenses largely through cash generated by our operations. Since our results of operations are sensitive to the level of competition we face, increased competition could adversely affect our liquidity and capital resources.
Acquisition of Flashstock Technology, Inc.Investment in ZCool Technologies Limited (“ZCool”)
On July 7, 2017,January 4, 2018, we invested $15.0 million in convertible preferred shares issued by ZCool, which is equivalent to a 25% fully diluted equity ownership interest, to further expand our presence in fast-growing markets. ZCool’s primary business is the operation of an e-commerce platform in China whereby customers can pay to license content contributed by creative professionals. ZCool has been the exclusive distributor of Shutterstock creative content in China since 2014.
Sale of Digital Asset Management Business
On February 15, 2018, we entered into an agreement to sell certain assets and liabilities constituting Webdam, for an aggregate purchase price of $49.1 million, subject to working capital adjustments.
On February 26, 2018, we completed our acquisitionthe sale of Flashstock Technology, Inc. (“Flashstock”) for approximately $51.2Webdam. Cash received, after a closing-date working capital adjustment, net of transaction costs paid, was $42.3 million pursuantwith an additional $5.0 million receivable placed in escrow. We expect to a definitive agreement dated June 27, 2017. The total purchase price consiststake receipt of cash paymentsthe funds in escrow, net of $50.9final working capital adjustments, in two payments: (i) $2.5 million paid from existing cash on hand during the three months ended September 30, 2017,second quarter of 2018, and an additional estimated cash payment(ii) $2.5 million during the first quarter of $0.32019. We have included the balance of funds in escrow as a component of other current assets on the consolidated balance sheet as of March 31, 2018. Approximately $3.0 million isof transaction costs related to the sale are expected to be paid for the settlement of working capital adjustments in the fourthsecond quarter of 2017.  2018, and are included as a component of accrued expenses and other current liabilities as of March 31, 2018
We recognized a pre-tax gain on sale of approximately $38.6 million, which represents the excess of the net purchase price over the net assets transferred, net of transaction costs.

Share Repurchase Program
In October 2015, our board of directors approved a share repurchase program, pursuant to which we are authorizedauthorizing us to repurchase up to $100 million of our common stock, and in February 2017, our Board approved an additionalincrease to the share repurchase program, under which we are authorizedauthorizing us to repurchase up to an additional $100 million of our outstanding common stock. We expect to fund future repurchases, if any, through a combination of cash on hand, cash generated by operations and future financing transactions, if appropriate. Accordingly, our share repurchase program is subject to us having available cash to fund repurchases. Under this program, management is authorized to purchase shares from time to time through open market purchases or privately negotiated transactions at prevailing prices as permitted by securities laws and other legal requirements, and subject to market conditions and other factors.
As of September 30, 2017,March 31, 2018, we have repurchased approximately 2,558,000 shares of our common stock under the share repurchase program at an average per-share cost of $39.09. During the three months ended March 31, 2018, we did not repurchase any shares of our common stock under the share repurchase program. As of September 30, 2017,March 31, 2018, we had $100.0 million remaining for share repurchases under this program.
Sources and Uses of Funds
We believe, based on our current operating plan, that our cash and cash equivalents, and cash from operations, will be sufficient to meet our anticipated cash needs for at least the next 12 months. Consistent with previous periods, we expect that future capital expenditures will primarily relate to acquiring additional servers and network connectivity hardware and software,building enhancements to the functionality of our current platform, the acquisition of additional storage, servers, network connectivity hardware, security apparatus and software, leasehold improvements and furniture and fixtures related to office expansion and relocation, digital content and general corporate infrastructure. In March 2017, we paid the full amount of the contingent purchase price for PremiumBeat of approximately $10.0 million. See Note 6 to our Unaudited Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for information regarding existing capital commitments as of September 30, 2017.March 31, 2018.
Cash Flows 
The following table summarizes our cash flow data for the ninethree months ended September 30,March 31, 2018 and 2017 and 2016 (in thousands).
Nine Months Ended September 30,Three Months Ended March 31,
2017 20162018 2017
Net cash provided by operating activities$71,510
 $76,178
$21,094
 $17,185
Net cash used in investing activities$(59,991) $(38,942)$10,917
 $(15,732)
Net cash used in financing activities(1)
$(33,144) $(38,232)$(2,848) $(32,136)

(1)Includes payments of employee taxes related to stock-based compensation for the three months ended March 31, 2018 and 2017 and repurchase of outstanding common stock under the share repurchase program for the ninethree months ended September 30, 2017 and 2016.March 31, 2017. No distributions or dividends have been paid during the periods presented.
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Operating Activities
Our primary source of cash from operating activities is cash collections from our customers. The majority of our revenue is generated from credit card transactions and is typically settled within one to five business days. Our primary uses of cash for operating activities are for the payment of royalties to content contributors, employee-related expenditures and the payment of other operating expenses incurred in the ordinary course of business.
Net cash provided by operating activities was $71.5$21.1 million for the ninethree months ended September 30, 2017,March 31, 2018, compared to $76.2$17.2 million for the ninethree months ended September 30, 2016.March 31, 2017. In the ninethree months ended September 30, 2017,March 31, 2018, operating cash flows were impacted favorably by changes in the timing of payments pertaining to operating expenses, which can cause operating cash flow to fluctuate from period to period. The impacteffect of these changes werewas partly offset by the March 2017 payment of the contingent consideration related to the PremiumBeat acquisition. In addition, as it relates to cash taxes, the Company had a net refund of $1.8 million for the three months ended March 31, 2018 compared to taxes paid of $2.1 million during the same period in 2017.
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Investing Activities
Cash used inprovided by investing activities in the ninethree months ended September 30, 2017March 31, 2018 was $60.0$10.9 million, consisting primarily of cash usedreceived related to the sale of our digital asset management business, known as Webdam, of approximately $42.3 million, which was partly offset by cash paid in settlement of final working capital obligations related to the 2017 acquisition of Flashstock of $49.5$0.8 million, net of cash acquired, capital expenditures of $37.6$15.0 million to purchase software and equipment related to our data centers, capitalization of leasehold improvements and website development costs and $2.6$0.6 million paid to acquire the rights to distribute certain digital content in perpetuity. In addition, we decreased our position in short-term investments by $32.8 million, net of purchases.
Cash used in investing activities in the ninethree months ended September 30, 2016March 31, 2017 was $38.9$15.7 million, consisting primarily of capital expenditures of $26.7$13.5 million to purchase software and equipment related to our data centers, capitalization of leasehold improvements and website development costs and $6.2$0.8 million paid to acquire the rights to distribute certain digital content in perpetuity. Included in these amounts is approximately $3.9 million related to our acquisition of the intellectual property and content assets of The Picture Desk Limited during the third quarter of 2016. In addition, we increased our position in short-term investments by $5.2 million, net of sales.
Financing Activities
Cash used in financing activities in the ninethree months ended September 30, 2017March 31, 2018 was $33.1$2.8 million, consisting primarily of $25.0 million paid for share repurchases during the period. Cash used in financing activities also included $3.7 million, which was paid in settlement of contingent consideration liabilities related to the 2015 acquisition of PremiumBeat and $5.8$4.0 million, which was paid in settlement of tax withholding obligations related to employee stock-based compensation awards. These amounts were partially offset by proceeds of approximately $1.4$1.2 million from the issuance of common stock in connection with the exercise of stock options.
Cash used in financing activities in the ninethree months ended September 30, 2016March 31, 2017 was $38.2$32.1 million, consisting primarily of $44.9$25.0 million paid for share repurchases during the period and $2.4$3.7 million which was paid to certain former shareholders of Webdam in settlement of contingent consideration liabilities related to the contingent purchase price liability established at the2015 acquisition date,of PremiumBeat and $4.0 million which was paid in settlement of tax withholding obligations related to employee stock-based compensation awards. These amounts were partially offset by proceeds of approximately $9.0$0.6 million from the issuance of common stock in connection with the exercise of stock options and the sale of stock under our employee stock purchase plan.options.
Contractual Obligations and Commitments
We lease office facilities under operating lease agreements that expire on various dates through 2029. We do not have any material capital lease obligations and our property, equipment and software have been purchased primarily with cash. We anticipate expanding our office and co-location facilities as our revenue and customer base continue to grow and diversify. We do not anticipate any difficulties in renewing those leases and co-location agreements that expire within the next several years and that we currently plan to renew, or in leasing other space or hosting facilities, if required. 
On March 21, 2013, we entered into an operating lease agreement to lease our headquarters in New York City, which was amended in 2016. The aggregate future minimum lease payments under the lease, as amended, are approximately $79.2$76.5 million. We are also party to a letter of credit as a security deposit for this leased facility, which was increased to $2.6 million in January 2016 in connection with an amendment of the lease. As of September 30, 2017,March 31, 2018, the letter of credit is collateralized by $2.6 million of cash, which is reported as restricted cash on our consolidated balance sheet as of September 30, 2017.March 31, 2018.
Additionally, as of September 30, 2017,March 31, 2018, aggregate future minimum lease payments under other operating leases are approximately $7.3$7.7 million.
As of September 30, 2017,March 31, 2018, our guaranteed royalty payments and unconditional purchase obligations for the remainder of 20172018 and for the fiscal years ending December 31, 2018, 2019 and 2020 were approximately $5.6$18.9 million, $16.2 million, $11.7$14.0 million and $8.6$10.0 million, respectively.
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Other Commitments
On October 20, 2016, we entered into a multi-part transaction with an unrelated third-party contributor (the “Transaction Party”). The transaction included three primary components: (a) a revolving credit facility pursuant to which we would be obligated to lend up to $4.6 million under certain conditions, (the “Facility”) to the Transaction Party. The Facility has a term of five years and requires the Transaction Party to make quarterly payments of principal to us beginning on the fourth anniversary of the Facility. The Facility bears interest at 10.0%, with all interest payments deferred until maturity, and the entire unpaid balance of principal and accrued interest due upon maturity; (b) we will be the exclusive distributor of the Transaction Party’s content in certain markets subject to certain limitations; and (c) we may, at our option, may acquire the Transaction Party at any time after the third anniversary of the Facility or match any third-party acquisition offer with respect to the Transaction Party at any time until the fifth anniversary of the Facility. 

On March 27, 2017, the Facility was amended to reduce the maximum lending amount to $3.0 million.  As of September 30, 2017, the Transaction Party has borrowed $1.3 million under the Facility. The Company has reported this amount in other non-current assets.

Simultaneously, we invested $1.6 million in a convertible note issued by the Transaction Party, which matures on October 20, 2021.  The convertible note bears interest at 10.0%, with all interest payments deferred until maturity, and the entire unpaid balance of principal and accrued interest due upon maturity. The principal amount of the convertible note and any accrued and unpaid interest may be converted into equity of the Transaction Party at our option on the maturity date, or earlier upon certain events.
Off-Balance Sheet Arrangements
As of September 30, 2017,March 31, 2018, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K, that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Item 3.         Quantitative and Qualitative Disclosures About Market Risk.
We are exposed to market risks in the ordinary course of our business, including risks related to interest rate fluctuation, foreign currency exchange rate fluctuation and inflation.
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Interest Rate Fluctuation Risk
Our investments include cash and cash equivalents, which consist of cash, commercial paper and money market accounts. The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk. Because our cash and cash equivalents have a maximum term of 90 days, our portfolio’s fair value is not particularly sensitive to interest rate changes.
We did not have any long-term borrowings as of September 30, 2017.March 31, 2018. 
Foreign Currency Exchange Risk 
Our sales to international customers are denominated in multiple currencies, including but not limited to the U.S. dollar, the euro, the British pound, the Australian dollar and the Japanese yen. Revenue denominated in foreign currencies as a percentage of total revenue was approximately 34%37% and 32%33% for the three months ended September 30,March 31, 2018 and 2017, and 2016, respectively. We have foreign currency exchange risks related to non-U.S. dollar denominated revenues. All amounts earned by and paid to our foreign contributors are denominated in the U.S. dollar. However, changes in exchange rates will affect our revenue and certain operating expenses to the extent that our revenue is generated and expenses are incurred in currencies other than the U.S. dollar. Based on our foreign currency denominated revenue for the ninethree months ended September 30, 2017,March 31, 2018, we estimate that a 10% change in the exchange rate of the U.S. dollar against all foreign currency denominated revenues would result in an approximately 3%4% impact on our revenue.
We have established foreign subsidiaries in various countries and have concluded their functional currency is the local currency. Business transacted in currencies other than each entity’s functional currency results in transactional gains and losses. Translation adjustments resulting from converting the foreign subsidiaries’ financial statements into U.S. dollars are recorded as a component of accumulated other comprehensive income (loss) in stockholders’ equity. We do not currently enter into derivatives or other financial instruments in order to hedge our foreign currency exchange risk, but we may do so in the future.
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Our historical revenue by currency is as follows (in thousands):
 Three Months Ended September 30, Nine Months Ended September 30, Three Months Ended March 31,
 2017 2016 2017 2016 2018 
2017(2)
 U.S. Dollars Originating Currency U.S. Dollars Originating Currency U.S. Dollars Originating Currency U.S. Dollars Originating Currency U.S. Dollars Originating Currency U.S. Dollars Originating Currency
Euro $25,663
 21,852
 $19,734
 17,688
 $72,847
 65,454
 $58,941
 52,804
 $31,383
 25,545
 $22,852
 21,451
British pounds 12,676
 £9,689
 11,097
 £8,450
 35,451
 £27,802
 34,633
 £24,863
 13,775
 £9,906
 11,541
 £9,322
All other non-U.S. currencies(1)
 10,199
   8,941
   28,363
   24,897
   10,792
   8,770
  
Total foreign currency 48,538
   39,772
   136,661
   118,471
   55,950
   43,163
  
                        
U.S. dollar 92,525
   83,301
   268,621
   245,673
   97,069
   87,061
  
Total revenue $141,063
   $123,073
   $405,282
   $364,144
   $153,019
   $130,224
  
                        
                        
(1)Includes no single currency which was greater than 5% of total revenue for any of the periods presented
(2)Effective January 1, 2018 we adopted ASU 2014-09 using the modified retrospective approach. Historical revenue totals reflect those previously reported and have not been restated.
Inflation Risk
We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.
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Item 4.         Controls and Procedures.
Evaluation of Disclosure Controls and Procedures 
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2017.March 31, 2018. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes thatHowever, 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.objectives.
Based on the evaluation of our disclosure controls and procedures as of September 30, 2017,March 31, 2018, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
On July 7, 2017, we completed our acquisition of Flashstock Technology, Inc. (“Shutterstock Custom” formerly “Flashstock”). Our management is in the process of reviewing the operations of Flashstock, which we acquired in July 2017,Shutterstock Custom, and implementing our internal control structure over the operations of the recently acquired entity.
In January 2018, we implemented changes to our revenue recognition policies and processes to support the adoption of ASU 2014-09, Revenue from Contracts with Customers (Topic 606). We have also updated internal controls over financial reporting to ensure compliance with the new accounting and disclosure rules.
Except for the preceding change,changes, there were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II.     OTHER INFORMATION
Item 1.        Legal Proceedings.
Although we are not currently a party to any material active litigation, from time to time, third parties assert claims against us regarding intellectual property rights, privacy issues and other matters arising during the ordinary course of business. Although we cannot be certain of the outcome of any litigation or the disposition of any claims, nor the amount of damages and exposure, if any, that we could incur, we currently believe that the final disposition of all existing matters will not have a material adverse effect on our business, results of operations, financial condition or cash flows. In addition, in the ordinary course of our business, we are also subject to periodic threats of lawsuits, investigations and claims. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Item 1A.    Risk Factors.
We operate in a rapidly changing environment that involves a number of risks that could materially affect our business, financial condition or future results, some of which are beyond our control. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our 20162017 Form 10-K which could materially affect our business, financial condition or future results. During the three months ended September 30, 2017,March 31, 2018, there were no material changes to the risk factors described in our 20162017 Form 10-K.
Item 6.        Exhibits.
See the Exhibit Index immediately following the signature page of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SHUTTERSTOCK, INC.
Dated: October 31, 2017By:/s/ Steven Berns
Steven Berns
Chief Operating Officer and Chief Financial Officer
(Principal Financial Officer)
Dated: October 31, 2017By:/s/ Steven Ciardiello
Steven Ciardiello
Chief Accounting Officer
(Principal Accounting Officer)

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EXHIBIT INDEX

Exhibit  
Number Exhibit Description
10.110.1# 
10.2#
31.1# 
31.2# 
32# 
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
______________________________________ 
#    Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SHUTTERSTOCK, INC.
Dated: April 26, 2018By:/s/ Steven Berns
Steven Berns
Chief Operating Officer and Chief Financial Officer
(Principal Financial Officer)
Dated: April 26, 2018By:/s/ Steven Ciardiello
Steven Ciardiello
Chief Accounting Officer
(Principal Accounting Officer)


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