Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 26, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-35669 | |
Entity Registrant Name | SHUTTERSTOCK, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 80-0812659 | |
Entity Address, Address Line One | 350 Fifth Avenue, 20th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10118 | |
City Area Code | 646 | |
Local Phone Number | 710-3417 | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | SSTK | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 35,843,326 | |
Entity Central Index Key | 0001549346 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 71,811 | $ 100,490 |
Accounts receivable, net of allowance of $4,873 and $6,335 | 93,993 | 91,139 |
Prepaid expenses and other current assets | 93,095 | 100,944 |
Total current assets | 258,899 | 292,573 |
Property and equipment, net | 63,430 | 64,300 |
Right-of-use assets | 16,482 | 15,395 |
Intangible assets, net | 174,868 | 184,396 |
Goodwill | 402,787 | 383,325 |
Deferred tax assets, net | 28,156 | 24,874 |
Other assets | 83,881 | 71,152 |
Total assets | 1,028,503 | 1,036,015 |
Current liabilities: | ||
Accounts payable | 9,373 | 9,108 |
Accrued expenses | 99,212 | 131,443 |
Contributor royalties payable | 61,392 | 54,859 |
Deferred revenue | 198,041 | 203,463 |
Debt | 30,000 | 30,000 |
Other current liabilities | 34,959 | 23,513 |
Total current liabilities | 432,977 | 452,386 |
Deferred tax liability, net | 3,795 | 4,182 |
Lease liabilities | 28,745 | 29,404 |
Other non-current liabilities | 21,711 | 22,949 |
Total liabilities | 487,228 | 508,921 |
Commitments and contingencies (Note 14) | ||
Stockholders’ equity: | ||
Common stock, $0.01 par value; 200,000 shares authorized; 40,013 and 39,982 shares issued and 35,603 and 35,572 shares outstanding as of March 31, 2024 and December 31, 2023, respectively | 399 | 399 |
Treasury stock, at cost; 4,410 shares as of March 31, 2024 and December 31, 2023 | (228,213) | (228,213) |
Additional paid-in capital | 434,416 | 424,229 |
Accumulated other comprehensive loss | (13,438) | (11,974) |
Retained earnings | 348,111 | 342,653 |
Total stockholders’ equity | 541,275 | 527,094 |
Total liabilities and stockholders’ equity | $ 1,028,503 | $ 1,036,015 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 4,873 | $ 6,335 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 40,013,000 | 39,982,000 |
Common stock, shares outstanding (in shares) | 35,603,000 | 35,572,000 |
Treasury stock, shares held in treasury (in shares) | 4,410,000 | 4,410,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 214,315 | $ 215,280 |
Operating expenses: | ||
Cost of revenue | 88,204 | 78,163 |
Sales and marketing | 56,236 | 47,527 |
Product development | 21,051 | 15,406 |
General and administrative | 32,078 | 33,815 |
Total operating expenses | 197,569 | 174,911 |
Income from operations | 16,746 | 40,369 |
Other income, net | 3,644 | 1,045 |
Income before income taxes | 20,390 | 41,414 |
Provision for income taxes | 4,269 | 8,571 |
Net income | $ 16,121 | $ 32,843 |
Earnings per share: | ||
Basic (in dollars per share) | $ 0.45 | $ 0.92 |
Diluted (in dollars per share) | $ 0.45 | $ 0.90 |
Weighted average common shares outstanding: | ||
Basic (in shares) | 35,591 | 35,856 |
Diluted (in shares) | 36,066 | 36,575 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 16,121 | $ 32,843 |
Foreign currency translation (loss) / gain | (1,464) | 1,419 |
Other comprehensive (loss) / income | (1,464) | 1,419 |
Comprehensive income | $ 14,657 | $ 34,262 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings |
Beginning balance (in shares) at Dec. 31, 2022 | 39,605 | |||||
Beginning balance at Dec. 31, 2022 | $ 447,482 | $ 396 | $ (200,008) | $ 391,482 | $ (15,439) | $ 271,051 |
Beginning balance (in shares) at Dec. 31, 2022 | 3,776 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Equity-based compensation | 8,643 | 8,643 | ||||
Issuance of common stock in connection with employee stock option exercises and RSU vesting (in shares) | 144 | |||||
Issuance of common stock in connection with employee stock option exercises and RSU vesting | 2 | $ 1 | 1 | |||
Common shares withheld for settlement of taxes in connection with equity-based compensation (in shares) | (59) | |||||
Common shares withheld for settlement of taxes in connection with equity-based compensation | (4,193) | $ (1) | (4,192) | |||
Cash dividends paid | (9,662) | (9,662) | ||||
Other comprehensive loss | 1,419 | 1,419 | ||||
Net income | 32,843 | 32,843 | ||||
Ending balance (in shares) at Mar. 31, 2023 | 39,690 | |||||
Ending balance at Mar. 31, 2023 | $ 476,534 | $ 396 | $ (200,008) | 395,934 | (14,020) | 294,232 |
Ending balance (in shares) at Mar. 31, 2023 | 3,776 | |||||
Beginning balance (in shares) at Dec. 31, 2023 | 35,572 | 39,982 | ||||
Beginning balance at Dec. 31, 2023 | $ 527,094 | $ 399 | $ (228,213) | 424,229 | (11,974) | 342,653 |
Beginning balance (in shares) at Dec. 31, 2023 | 4,410 | 4,410 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Equity-based compensation | $ 11,150 | 11,150 | ||||
Issuance of common stock in connection with employee stock option exercises and RSU vesting (in shares) | 52 | |||||
Issuance of common stock in connection with employee stock option exercises and RSU vesting | 0 | $ 0 | 0 | |||
Common shares withheld for settlement of taxes in connection with equity-based compensation (in shares) | (21) | |||||
Common shares withheld for settlement of taxes in connection with equity-based compensation | (963) | (963) | ||||
Cash dividends paid | (10,663) | (10,663) | ||||
Other comprehensive loss | (1,464) | (1,464) | ||||
Net income | $ 16,121 | 16,121 | ||||
Ending balance (in shares) at Mar. 31, 2024 | 35,603 | 40,013 | ||||
Ending balance at Mar. 31, 2024 | $ 541,275 | $ 399 | $ (228,213) | $ 434,416 | $ (13,438) | $ 348,111 |
Ending balance (in shares) at Mar. 31, 2024 | 4,410 | 4,410 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income | $ 16,121 | $ 32,843 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 21,263 | 18,896 |
Deferred taxes | (3,854) | (977) |
Non-cash equity-based compensation | 11,150 | 8,643 |
Bad debt expense | (1,510) | 790 |
Unrealized gain on investments | (3,755) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (736) | 19,168 |
Prepaid expenses and other current and non-current assets | (11,999) | 5,189 |
Accounts payable and other current and non-current liabilities | (20,182) | (12,716) |
Contributor royalties payable | 6,127 | 2,246 |
Deferred revenue | (4,325) | (7,307) |
Net cash provided by operating activities | 8,300 | 66,775 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Capital expenditures | (14,461) | (12,380) |
Business combination, net of cash acquired | (19,474) | 0 |
Cash received related to Giphy Retention Compensation | 18,401 | 0 |
Acquisition of content | (994) | (3,527) |
Security deposit payment | 0 | (30) |
Net cash used in investing activities | (16,528) | (15,937) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from exercise of stock options | 0 | 3 |
Cash paid related to settlement of employee taxes related to RSU vesting | (7,966) | (11,008) |
Payment of cash dividends | (10,663) | (9,662) |
Repayment of credit facility | 0 | (50,000) |
Net cash used in financing activities | (18,629) | (70,667) |
Effect of foreign exchange rate changes on cash | (1,822) | 507 |
Net decrease in cash and cash equivalents | (28,679) | (19,322) |
Cash and cash equivalents, beginning of period | 100,490 | 115,154 |
Cash and cash equivalents, end of period | 71,811 | 95,832 |
Supplemental Disclosure of Cash Information: | ||
Cash paid / (received) for income taxes | 2,901 | (5,150) |
Cash paid for interest | $ 509 | $ 428 |
Summary of Operations and Signi
Summary of Operations and Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Operations and Significant Accounting Policies | Summary of Operations and Significant Accounting Policies Summary of Operations Shutterstock, Inc. (the “Company” or “Shutterstock”) is a leading global creative platform connecting brands and businesses to high quality content. The Company’s platform brings together users and contributors of content by providing readily-searchable content that customers pay to license and by compensating contributors as their content is licensed. Contributors upload their content to the Company’s web properties in exchange for royalty payments based on customer download activity. Beyond content, customers also leverage the Company’s platform to assist with the entire creative process from ideation through creative execution. Digital content licensed to customers for their creative needs includes images, footage, music, and 3D models (the Company’s “Content” offering). Content revenues represent the majority of the Company’s business and are supported by the Company’s searchable creative platform and driven by the Company’s large contributor network. In addition, customers have needs that are beyond traditional content license products and services. These include (i) licenses to metadata associated with the Company’s images, footage, music tracks and 3D models through the Company’s data offering, (ii) distribution and advertising services from the Company’s Giphy business, which consists of GIFs (graphics interchange format visuals) that serve as a critical ingredient in text- and message- based conversations and in contextual advertising settings, (iii) specialized solutions for high-quality content matched with production tools and services through Shutterstock Studios and (iv) other tailored white-glove services (collectively, the Company’s “Data, Distribution, and Services” offerings). The Company’s Content offering includes: • Images - consisting of photographs, vectors and illustrations. Images are typically used in visual communications, such as websites, digital and print marketing materials, corporate communications, books, publications and other similar uses. • Footage - consisting of video clips, premium footage filmed by industry experts and cinema grade video effects, available in HD and 4K formats. Footage is often integrated into websites, social media, marketing campaigns and cinematic productions. • Music - consisting of high-quality music tracks and sound effects, which are often used to complement images and footage. • 3 Dimensional (“3D”) Models - consisting of 3D models, used in a variety of industries such as advertising, media and video production, gaming, retail, education, design and architecture. • Generative AI Content - consisting of images generated from algorithms trained with high-quality, ethically sourced content. Customers can generate images by entering a description of their desired content into model prompts. On February 1, 2024, the Company acquired Backgrid USA, Inc. and Backgrid London, Ltd. (collectively “Backgrid”). Backgrid supplies media organizations with real-time celebrity content. See Note 3 Acquisitions. Basis of Presentation The unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all information and footnotes required by GAAP for complete financial statements. The interim Consolidated Balance Sheet as of March 31, 2024, and the Consolidated Statements of Operations, Comprehensive Income and Stockholders’ Equity for the three months ended March 31, 2024 and 2023, and the Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023 are unaudited. The Consolidated Balance Sheet as of December 31, 2023, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures required by GAAP. These unaudited interim financial statements have been prepared on a basis consistent with the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, which include all normal recurring adjustments necessary to fairly state the Company’s financial position as of March 31, 2024, and its consolidated results of operations, comprehensive income, stockholders’ equity and cash flows for the three months ended March 31, 2024 and 2023. The financial data and the other financial information disclosed in the notes to the financial statements related to these periods are also unaudited. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2024 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, 2023 included in the Company’s Annual Report on Form 10-K, which was filed with the SEC on February 26, 2024. The unaudited consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Certain immaterial changes in presentation have been made to conform the prior period presentation to current period reporting. Use of Estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements. Actual results could differ from those estimates. Such estimates include, but are not limited to, the determination of the allowance for doubtful accounts, the volume of expected unused licenses for our subscription-based products, the assessment of recoverability of property and equipment, the fair value of acquired goodwill and intangible assets, the amount of non-cash equity-based compensation, the assessment of recoverability of deferred tax assets, the measurement of income tax and contingent non-income tax liabilities and the determination of the incremental borrowing rate used to calculate the lease liability. Cash and Cash Equivalents The Company’s cash and cash equivalents consist primarily of bank deposits. Accounts Receivable and Allowance for Doubtful Accounts The Company’s accounts receivable consists of customer obligations due under normal trade terms, carried at their face value less an allowance for doubtful accounts, if required. The Company determines its allowance for doubtful accounts and credit losses based on an evaluation of (i) the aging of its accounts receivable considering historical receivables loss rates, (ii) on a customer-by-customer basis, where appropriate, and (iii) the economic environments in which the Company operates. For certain Data, Distribution, and Services transactions, the Company has $52.2 million of unbilled receivables of which $25.4 million are recorded in Accounts Receivable and $26.8 million are recorded in Other Assets, as of March 31, 2024. During the three months ended March 31, 2024, the Company recorded bad debt recovery of $1.5 million. As of March 31, 2024 and December 31, 2023, the Company’s allowance for doubtful accounts was approximately $4.9 million and $6.3 million, respectively. The allowance for doubtful accounts is included as a reduction of accounts receivable on the Consolidated Balance Sheets. The Company has certain customer arrangements that contain financing elements. Interest income earned from these financing receivables is recorded on the effective interest method and is included within interest income on the Consolidated Statements of Operations. As of March 31, 2024 and December 31, 2023, approximately $7.8 million and $16.0 million of financing receivables, respectively, were included in accounts receivable and other assets on the Consolidated Balance Sheets. In addition, as of March 31, 2024, one customer accounted for approximately 18% of the accounts receivable balance and as of December 31, 2023, two customers accounted for a total of 29% of the accounts receivable balance. Chargeback and Sales Refund Allowance The Company establishes a chargeback allowance and sales refund reserve allowance based on factors surrounding historical credit card chargeback trends, historical sales refund trends and other information. As of March 31, 2024 and December 31, 2023, the Company’s combined allowance for chargebacks and sales refunds was $0.4 million, which was included as a component of other current liabilities on the Consolidated Balance Sheets. Revenue Recognition A significant portion of the Company’s revenue is earned from the license of content. Content licenses are generally purchased on a monthly or annual basis, whereby a customer pays for a predetermined quantity of content that may be downloaded over a specific period of time, or, on a transactional basis, whereby a customer pays for individual content licenses at the time of download. The Company also generates revenue from tools available through the Company’s platform. For contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation based on a relative standalone selling price. The standalone selling price is determined based on the price at which the performance obligation is sold separately, or if not observable through past transactions, is estimated taking into account available information including internally approved pricing guidelines and pricing information of comparable products. The Company recognizes revenue upon the satisfaction of performance obligations. The Company recognizes revenue on both its subscription-based and transaction-based products when content is downloaded by a customer, at which time the license is provided. In addition, the Company estimates expected unused licenses for subscription-based products and recognizes the revenue associated with the unused licenses as digital content is downloaded and licenses are obtained for such content by the customer during the subscription period. The estimate of unused licenses is based on historical download activity and future changes in the estimate could impact the timing of revenue recognition of the Company’s subscription products. For revenue associated with tools available through the Company’s platform, revenue is recognized on a straight-line basis over the subscription period. The Company expenses contract acquisition costs as incurred, to the extent that the amortization period would otherwise be one year or less. Collectability is probable at the time the electronic order or contract is entered. A significant portion of the Company’s customers purchase products by making electronic payments with a credit card at the time of the transaction. Customer payments received in advance of revenue recognition are contract liabilities and are recorded as deferred revenue. Customers that do not pay in advance are invoiced and are required to make payments under standard credit terms. Collectability for customers who pay on credit terms allowing for payment beyond the date at which service commences, is based on a credit evaluation for certain new customers and transaction history with existing customers. The Company recognizes revenue gross of contributor royalties because the Company is the principal in the transaction as it is the party responsible for the performance obligation and it controls the product or service before transferring it to the customer. The Company also licenses content to customers through third-party resellers. Third-party resellers sell the Company’s products directly to customers as the principal in those transactions. Accordingly, the Company recognizes revenue net of costs paid to resellers. |
Fair Value Measurements and Lon
Fair Value Measurements and Long-term Investments | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Long-term Investments | Fair Value Measurements and Long-term Investments Fair Value Measurements The Company had no assets or liabilities requiring fair value hierarchy disclosures as of March 31, 2024 or December 31, 2023, except as noted below. Other Fair Value Measurements The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short-term nature of these instruments. Debt consists of principal amounts outstanding under our credit facility, which approximates fair value as underlying interest rates are reset regularly based on current market rates and is classified as Level 2. The Company’s non-financial assets, which include long-lived assets, intangible assets and goodwill, are not required to be measured at fair value on a recurring basis. However, if the Company is required to evaluate a non-financial asset for impairment, whether due to certain triggering events or because annual impairment testing is required, a resulting asset impairment would require that the non-financial asset be recorded at fair value. Long-term Investments Investment in Meitu, Inc. (“Meitu”) In 2018, the Company invested $15.0 million in convertible preferred shares issued by ZCool Technologies Limited (“ZCool”) (the “Preferred Shares”). ZCool’s primary business is the operation of an e-commerce platform in the People’s Republic of China (the “PRC”) whereby customers can pay to license content contributed by creative professionals. ZCool and its affiliates have been the exclusive distributor of Shutterstock content in China since 2014. The Company used the measurement alternative and the investment in ZCool was reported at cost, adjusted for impairments or any observable price changes in ordinary transactions with identical or similar investments. On March 27, 2024, ZCool was acquired by Meitu, and the Company’s Preferred Shares in ZCool were exchanged for $18.4 million of Meitu common shares, resulting in an investment carrying value increase of $3.4 million, which is recorded in Other income, net in the Consolidated Statement of Operations. Meitu’s primary business is the provision of online advertising and other internet value added services in the PRC, and its common shares are publicly traded on the Main Board of The Stock Exchange of Hong Kong Limited. This investment will be recorded at fair value on a recurring basis, with changes in fair value being recorded in Other income, net in the Consolidated Statement of Operations. Its fair value level hierarchy and amount at March 31, 2024 are as follows: As of March 31, 2024 Hierarchy Level: Fair Value Level 1 $ 18,755 Other Long-Term Investment As of March 31, 2024 and December 31, 2023, the Company also had a long-term investment in an equity security with no readily determinable fair value totaling $5.0 million. The Company uses the measurement alternative for fair value and the investment’s carrying value is reported at cost, adjusted for impairments or any observable price changes in ordinary transactions with identical or similar investments. Equity Contract In connection with its Data, Distribution, and Services business, as part of the consideration for a customer data deal sale, the Company received a forward contract (the “Equity Contract”) for the right to receive a variable number of equity shares for a fixed value from the customer. The Company estimated the value of the Equity Contract to be $11.8 million, which is included in the overall customer contract transaction price. In addition, the Equity Contract is recorded in Other Assets in the Consolidated Balance Sheet and will be carried at cost and evaluated for impairment at each reporting date. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Backgrid On February 1, 2024, the Company completed its acquisition of all of the outstanding shares of Backgrid USA, Inc. and Backgrid London LTD, (collectively, “Backgrid”), for approximately $20 million, subject to customary working capital adjustments. The total purchase price was paid with existing cash on hand. In connection with the acquisition, the Company incurred approximately $1.5 million of transaction costs in total, which are included in general and administrative expenses on the Consolidated Statements of Operations. Backgrid supplies media organizations with real-time celebrity content. The Company believes this acquisition expands Shutterstock Editorial’s Newsroom offering of editorial images and footage across celebrity, red carpet and live-events. The identifiable intangible assets, trademark and developed technology, have useful lives of approximately 10 years and 5 years, respectively. The goodwill arising from the transaction is primarily attributable to expected operational synergies and is not deductible for income tax purposes. The Backgrid transaction was accounted for using the acquisition method and, accordingly, the results of the acquired business has been included in the Company’s results of operations from the acquisition date. The fair value of consideration transferred in this business combination has been allocated to the intangible and tangible assets acquired and liabilities assumed at the acquisition date, with the remaining unallocated amount recorded as goodwill. The identifiable intangible asset of this acquisition is being amortized on a straight-line basis. The fair value of the trademark and developed technology was determined using the excess earnings and relief-from-royalty methods. The aggregate purchase price for these acquisitions has been allocated to the assets acquired and liabilities assumed as follows (in thousands): Assets acquired and liabilities assumed: Backgrid Cash and cash equivalents $ 1,718 Accounts receivable 732 Other assets 77 Intangible assets: Trade name 300 Developed technology 900 Intangible assets 1,200 Goodwill 19,843 Total assets acquired $ 23,570 Contributor royalties payable (849) Accrued expenses (1,302) Deferred tax liability (271) Total liabilities assumed (2,422) Net assets acquired $ 21,148 Giphy, Inc. On May 22, 2023, the Company entered into a Stock Purchase Agreement with Meta Platforms, Inc. (“Meta”) dated May 22, 2023 (the “Purchase Agreement”). On June 23, 2023, the Company completed its acquisition of all of the outstanding shares of Giphy, Inc. (“Giphy”) from Meta. The consideration paid by the Company pursuant to the Purchase Agreement was $53 million in net cash, in addition to cash acquired, assumed debt and other working capital adjustments. The consideration was paid with existing cash on hand. Giphy is a New York-based company that operates a collection of GIFs and stickers that supplies casual conversational content. The Company believes its acquisition of Giphy extends Shutterstock’s audience touchpoints beyond primarily professional marketing and advertising use cases and expands into casual conversations. In January 2023, the United Kingdom Competition and Markets Authority (the “CMA”) issued its final order requiring Meta to divest its ownership of Giphy, which Meta acquired in 2020. In connection with the closing of the acquisition, whose terms were preapproved by the CMA, the Company and Meta entered into a transitional services agreement (the “TSA”) pursuant to which Meta is responsible for certain costs related to retention of Giphy employees, including (i) recurring salary, bonus, and benefits through August 2024, which would be $35.6 million if all employees are retained through August 2024, and (ii) nonrecurring items, totaling $87.9 million, comprised of one-time employment inducement bonuses and the cash value of unvested Meta equity awards (collectively, the “Giphy Retention Compensation”) and certain costs related to technology and integration expenses, totaling $30 million to be paid in $1.25 million monthly installments through May 2025. The Giphy Retention Compensation will be paid to the individuals for being employees of the Company subsequent to the completion of the acquisition. Accordingly, it was determined that the payments by the Company are for future service requirements and will be reflected as operating expenses, less any amounts earned by the employees prior to the acquisition, in the Company’s Statements of Operations as incurred. The Giphy Retention Compensation is reflected as a reduction of the purchase price and has been funded into an escrow account. The Giphy purchase price was calculated as follows: Purchase Price Purchase price $ 53,000 Cash acquired and other working capital adjustments 4,750 Cash paid on closing $ 57,750 Fair value of Giphy Retention Compensation contingent consideration 1 (98,723) Fair value of consideration attributable to pre-combination service 2 34,972 Net purchase price $ (6,001) 1 - This amount consists of $123.5 million of Giphy Retention Compensation, adjusted for $18.9 million of income tax obligations associated with the receipt of the Giphy Retention Compensation and $5.9 million for the time value of money. 2 - Relates to the cash value of replaced unvested Meta equity awards attributable to pre-combination services. Upon closing of the acquisition, the Company also entered into an agreement with Meta whereby the Company will provide Meta with access to Giphy content that is displayed through an API for a period of two years. The Company determined that the API arrangement represents a transaction separate from the business combination and was priced below market. Therefore, the Company allocated $30 million of the purchase price to these services, which represents the step-up to fair market value. This amount has been recognized in deferred revenue and will be recognized as revenue over-time as the API is provided. The identifiable intangible assets, which include developed technology and the trade name have weighted average useful lives of approximately 7 years and 15 years, respectively. The fair value of the developed technology was determined using the cost to recreate method, and the fair value of the trade name was determined using the relief-from-royalty method. The Giphy transaction was accounted for using the acquisition method and, accordingly, the results of the acquired business has been included in the Company’s results of operations from the acquisition date. The fair value of consideration transferred in this business combination has been allocated to the intangible and tangible assets acquired and liabilities assumed at the acquisition date, with the excess of the fair value of the net assets acquired over the net consideration received recorded as a bargain purchase gain. The identifiable intangible assets of these acquisitions are being amortized on a straight-line basis. The aggregate purchase price for this acquisition has been allocated to the assets acquired and liabilities assumed as follows (in thousands): Assets acquired and liabilities assumed: Giphy Cash and cash equivalents $ 4,030 Prepaid expenses and other current assets 1,416 Right of use assets 1,243 Intangible assets: Trade name 21,000 Developed technology 19,500 Intangible assets 40,500 Deferred tax asset 1,463 Other assets 1,647 Total assets acquired $ 50,299 Accounts payable, accrued expenses and other liabilities (4,949) Lease liability (1,090) Total liabilities assumed (6,039) Net assets acquired $ 44,260 Net purchase price (6,001) Bargain purchase gain $ 50,261 1 - During the three months ended September 30, 2023, the Company revised its preliminary allocation of the Giphy purchase price to the assets acquired and liabilities assumed by $9.9 million associated with additional information analyzed related to the deferred income tax balances. The measurement and allocation of the purchase price is preliminary and will be finalized within the allowable measurement period once the Company finalizes its assessment of fair value of intangible assets, income tax balances and other assets acquired and liabilities assumed. 2 - During the three months ended December 31, 2023, the Company revised its preliminary allocation of the Giphy purchase price to the assets acquired and liabilities assumed by $1.6 million associated with additional information analyzed related to the valuation of the Developed Technology asset. The measurement and allocation of the purchase price is preliminary and will be finalized within the allowable measurement period once the Company finalizes its assessment of fair value of intangible assets, income tax balances and other assets acquired and liabilities assumed. The Company recognized a non-taxable bargain purchase gain of $50.3 million, representing the excess of the fair value of the net assets acquired in addition to the net consideration to be received from Meta. The bargain purchase gain is the result of the CMA’s regulatory order requiring Meta’s divestiture of Giphy and the Giphy Retention Compensation payments. In connection with the acquisition, the Company incurred approximately $3.0 million of transaction costs, which are included in general and administrative expenses on the Consolidated Statements of Operations. As of March 31, 2024, Shutterstock’s receivable of $65.5 million, is against an escrow fully funded by Meta. $48.7 million and $16.8 million are included within Prepaid expenses and other current assets and Other assets, respectively, on the Consolidated Balance Sheet. Pro-Forma Financial Information (unaudited) The following unaudited pro forma consolidated financial information (in thousands) reflects the results of operations of the Company for the three months ended March 31, 2024 and 2023, respectively, as if the Backgrid acquisition had been completed on January 1, 2023, and as if the the Giphy acquisition had been completed on January 1, 2022, after giving effect to certain purchase accounting adjustments, primarily related to Giphy Retention Compensation - non-recurring, intangible assets and transaction costs. These pro forma results have been prepared for comparative purposes only and are based on estimates and assumptions that have been made solely for purposes of developing such pro forma information and are not necessarily indicative of what the Company’s operating results would have been, had the acquisitions actually taken place at the beginning of the previous annual period. Three Months Ended March 31, 2024 2023 Revenue As Reported $ 214,315 $ 215,280 Pro Forma 215,259 224,066 Income before income taxes As Reported $ 20,390 $ 41,414 Pro Forma 23,030 28,764 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment is summarized as follows (in thousands): As of March 31, 2024 As of December 31, 2023 Computer equipment and software $ 317,244 $ 308,473 Furniture and fixtures 10,823 10,829 Leasehold improvements 19,316 19,153 Property and equipment 347,383 338,455 Less accumulated depreciation (283,953) (274,155) Property and equipment, net $ 63,430 $ 64,300 Depreciation and amortization expense related to property and equipment was $10.3 million and $9.1 million for the three months ended March 31, 2024 and 2023, respectively. Of these amounts, $9.9 million and $8.7 million are included in cost of revenue for the three months ended March 31, 2024 and 2023, respectively, and $0.4 million and $0.5 million are included in general and administrative expense for the three months ended March 31, 2024 and 2023, respectively. Depreciation and amortization expense is included in cost of revenue and general and administrative expense in the Consolidated Statements of Operations based on the nature of the asset being depreciated. Capitalized Internal-Use Software The Company capitalized costs related to the development of internal-use software of $9.0 million and $10.3 million for the three months ended March 31, 2024 and 2023, respectively. Capitalized amounts are included as a component of property and equipment under computer equipment and software on the Consolidated Balance Sheets. The portion of total depreciation expense related to capitalized internal-use software was $9.6 million and $8.4 million for the three months ended March 31, 2024 and 2023, respectively. Depreciation expense related to capitalized internal-use software is included in cost of revenue in the Consolidated Statements of Operations. As of March 31, 2024 and December 31, 2023, the Company had capitalized internal-use software of $59.6 million and $60.3 million, respectively, net of accumulated depreciation, which was included in property and equipment, net. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The Company’s goodwill balance is attributable to its Content reporting unit and is tested for impairment annually on October 1 or upon a triggering event. No triggering events were identified during the three months ended March 31, 2024. The following table summarizes the changes in the carrying value of the Company’s goodwill balance during the three months ended March 31, 2024 (in thousands): Goodwill Balance as of December 31, 2023 $ 383,325 Goodwill related to acquisitions $ 19,843 Foreign currency translation adjustment (381) Balance as of March 31, 2024 $ 402,787 Intangible Assets Intangible assets, all of which are subject to amortization, consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): As of March 31, 2024 As of December 31, 2023 Gross Accumulated Net Weighted Gross Accumulated Net Amortizing intangible assets: Customer relationships $ 89,832 $ (28,664) $ 61,168 12 $ 90,350 $ (26,982) $ 63,368 Trade name 38,142 (9,855) 28,287 12 37,937 (9,272) 28,665 Developed technology 116,354 (67,737) 48,617 5 115,914 (61,376) 54,538 Contributor content 66,590 (29,884) 36,706 8 65,628 (27,897) 37,731 Patents 259 (169) 90 18 259 (165) 94 Total $ 311,177 $ (136,309) $ 174,868 $ 310,088 $ (125,692) $ 184,396 Amortization expense was $11.0 million and $9.8 million for the three months ended March 31, 2024 and 2023, respectively. Of these amounts, $10.0 million and $9.2 million are included in cost of revenue for the three months ended March 31, 2024 and 2023, respectively, and $1.0 million and $0.6 million are included in general and administrative expense for the three months ended March 31, 2024 and 2023, respectively. The Company determined that there was no indication of impairment of the intangible assets for any period presented. Estimated amortization expense is: $27.0 million for the remaining nine months of 2024, $27.5 million in 2025, $25.2 million in 2026, $19.0 million in 2027, $16.5 million in 2028, $15.3 million in 2029 and $44.3 million thereafter. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consisted of the following (in thousands): As of March 31, 2024 As of December 31, 2023 Compensation $ 44,268 $ 75,752 Non-income taxes 24,175 23,702 Website hosting and marketing fees 11,222 11,804 Other expenses 19,547 20,185 Total accrued expenses $ 99,212 $ 131,443 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt On May 6, 2022, the Company entered into a five-year $100 million unsecured revolving loan facility (the “Credit Facility”) with Bank of America, N.A., as Administrative Agent and other lenders. The Credit Facility includes a letter of credit sub-facility and a swingline facility and it also permits, subject to the satisfaction of certain conditions, up to $100 million of additional revolving loan commitments with the consent of the Administrative Agent. At the Company’s option, revolving loans accrue interest at a per annum rate based on either (i) the base rate plus a margin ranging from 0.125% to 0.500%, determined based on the Company’s consolidated leverage ratio or (ii) the Term Secured Overnight Financing Rate (“SOFR”) (for interest periods of 1, 3 or 6 months) plus a margin ranging from 1.125% to 1.5%, determined based on the Company’s consolidated leverage ratio. The Company is also required to pay an unused commitment fee ranging from 0.150% to 0.225%, determined based on the Company’s consolidated leverage ratio. In connection with the execution of this agreement, the Company paid debt issuance costs of approximately $0.6 million. As of March 31, 2024 and December 31, 2023, the Company had $30 million of outstanding borrowings under the Credit Facility. As of March 31, 2024, the Company had a remaining borrowing capacity of $67 million, net of standby letters of credit. For the three months ended March 31, 2024, the Company recognized interest expense of $0.6 million. |
Stockholders_ Equity and Equity
Stockholders’ Equity and Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stockholders’ Equity and Equity-Based Compensation | Stockholders’ Equity and Equity-Based Compensation Stockholders’ Equity Common Stock The Company issued approximately 31,000 and 85,000 shares of common stock during the three months ended March 31, 2024 and 2023, respectively, related to the exercise of stock options and the vesting of Restricted Stock Units. Treasury Stock In June 2023, the Company’s Board of Directors approved a share repurchase program (the “2023 Share Repurchase Program”), providing authorization to repurchase up to $100 million of its common stock. The Company expects to fund future repurchases, if any, through a combination of cash on hand, cash generated by operations and future financing transactions, if appropriate. Accordingly, the 2023 Share Repurchase Program is subject to the Company having available cash to fund repurchases. Under the 2023 Share Repurchase Program, share repurchase program, management is authorized to purchase shares of the Company’s common stock from time to time through open market purchases or privately negotiated transactions at prevailing prices as permitted by securities laws and other legal requirements, and subject to market conditions and other factors. As of March 31, 2024, the Company has repurchased approximately 4.4 million shares of common stock under the 2023 Share Repurchase Program at an average per-share cost of $51.74. During the three months ended March 31, 2024, the Company did not repurchase any shares of common stock. As of March 31, 2024, the Company had $71.8 million of remaining authorization for purchases under the 2023 Share Repurchase Program. Dividends The Company declared and paid cash dividends of $0.30 and $0.27 per share of common stock, or $10.7 million and $9.7 million during the three months ended March 31, 2024 and 2023, respectively. On April 22, 2024, the Company’s Board of Directors declared a quarterly cash dividend of $0.30 per share of outstanding common stock payable on June 13, 2024 to stockholders of record at the close of business on May 30, 2024. Future declarations of dividends are subject to the final determination of the Board of Directors, and will depend on, among other things, the Company’s future financial condition, results of operations, capital requirements, capital expenditure requirements, contractual restrictions, anticipated cash needs, business prospects, provisions of applicable law and other factors the Board of Directors may deem relevant. Equity-Based Compensation The Company recognizes stock-based compensation expense for all equity-based compensation awards, including employee Restricted Stock Units and Performance-based Restricted Stock Units (“PRSUs” and, collectively with Restricted Stock Units, “RSUs”) and stock options, based on the fair value of each award on the grant date. Awards granted prior to June 1, 2022 were granted under the Company’s Amended and Restated 2012 Omnibus Equity Incentive Plan (the “2012 Plan”). At the Annual Meeting held on June 2, 2022, the Company’s stockholders approved the 2022 Omnibus Equity Incentive Plan (the “2022 Plan”). Awards granted subsequent to June 2, 2022 were granted under the 2022 Plan. The following table summarizes non-cash equity-based compensation expense, net of forfeitures, by financial statement line item included in the accompanying Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 2023 Cost of revenue $ 224 $ 184 Sales and marketing 2,011 604 Product development 2,285 2,448 General and administrative 6,630 5,407 Total $ 11,150 $ 8,643 For the three months ended March 31, 2024 and 2023, substantially all of the Company’s non-cash equity-based compensation expense related to RSUs. Stock Option Awards During the three months ended March 31, 2024, no options to purchase shares of its common stock were granted. As of March 31, 2024, there were approximately 299,000 options vested and exercisable with a weighted average exercise price of $34.14. Restricted Stock Unit Awards During the three months ended March 31, 2024, the Company had RSU grants, net of forfeitures, of approximately 71,000. As of March 31, 2024, there are approximately 1,958,000 non-vested RSUs outstanding with a weighted average grant-date fair value of $66.45. As of March 31, 2024, the total unrecognized non-cash equity-based compensation expense related to the non-vested RSUs was approximately $64.6 million, which is expected to be recognized through 2028. During the three months ended March 31, 2024 and 2023, shares of common stock with an aggregate value of $1.0 million and $4.2 million were withheld upon vesting of RSUs and paid in connection with related remittance of employee withholding taxes to taxing authorities. On April 1, 2024, the Company granted approximately 1,422,000 RSUs with a grant date fair value of $61 million. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The Company distributes its products through two primary offerings: Content : The majority of the Company’s customers license image, video, music and 3D content for commercial purposes either directly through the Company’s self-service web properties or through the Company’s dedicated sales teams. Content customers have the flexibility to purchase subscription-based plans that are paid on a monthly or annual basis. Customers are also able to license content on a transactional basis. These customers generally license content under the Company’s standard or enhanced licenses, with additional licensing options available to meet customers’ individual needs. Certain content customers also have unique content, licensing and workflow needs. These customers communicate with dedicated sales professionals, service and research teams which provide a number of tailored enhancements to their creative workflows including non- standard licensing rights, multi-seat access, ability to pay on credit terms, multi-brand licensing packages, increased indemnification protection and content licensed for use-cases outside of those available on the e-commerce platform. Data, Distribution, and Services : The Company’s Data, Distribution, and Services offerings address customer demand for products and services that are beyond the stock image, footage music and 3D model licenses. These offerings include access to the Company’s metadata for machine learning and generative artificial intelligence model training and high-quality production and custom content at scale provided by Shutterstock Studios. The Company’s revenues by product offering for the three months ended March 31, 2024 and 2023 are as follows (in thousands): Three Months Ended March 31, 2024 2023 Content $ 173,830 $ 193,984 Data, Distribution, and Services 40,485 21,296 Total Revenue $ 214,315 $ 215,280 |
Other Income _ (Expense), net
Other Income / (Expense), net | 3 Months Ended |
Mar. 31, 2024 | |
Other Nonoperating Income (Expense) [Abstract] | |
Other Income / (Expense), net | Other Income, net The following table presents a summary of the Company’s other income and expense activity included in the accompanying Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 2023 Foreign currency (loss) / gain $ (592) $ 1,111 Interest expense (562) (231) Interest income, unrealized gain on investments, and other 4,798 165 Total other income $ 3,644 $ 1,045 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s effective tax rates were 20.9% and 20.7% for the three months ended March 31, 2024 and 2023, respectively. For the three months ended March 31, 2024, the net effect of discrete items increased the effective tax rate by 1.5%. Excluding these items, the Company’s effective tax rate would have been 19.4% for the three months ended March 31, 2024. For the three months ended March 31, 2023, the net effect of discrete items increased the effective tax rate by 0.9%. Excluding these items, the Company’s effective tax rate would have been 19.8% for the three months ended March 31, 2023. The Company has computed the provision for income taxes based on the estimated annual effective tax rate excluding loss jurisdictions with no tax benefit and the application of discrete items, if any, in the applicable period. During the three months ended March 31, 2024 and 2023, uncertain tax positions recorded by the Company were not material. To the extent the remaining uncertain tax positions are ultimately recognized, the Company’s effective tax rate may be impacted in future periods. The Company recognizes interest expense and tax penalties related to unrecognized tax benefits in income tax expense in the Consolidated Statements of Operations. The Company’s accrual for interest and penalties related to unrecognized tax benefits was not material for the three months ended March 31, 2024 and 2023. |
Net Income Per Share
Net Income Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Net Income Per Share Basic net income per share is computed using the weighted average number of shares of common stock outstanding for the period, excluding unvested RSUs and stock options. Diluted net income per share is based upon the weighted average shares of common stock outstanding for the period plus dilutive potential shares of common stock, including unvested RSUs and stock options using the treasury stock method. The following table sets forth the computation of basic and diluted net income per share for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 2023 Net income $ 16,121 $ 32,843 Shares used to compute basic net income per share 35,591 35,856 Dilutive potential common shares Stock options 84 153 Unvested restricted stock awards 391 566 Shares used to compute diluted net income per share 36,066 36,575 Basic net income per share $ 0.45 $ 0.92 Diluted net income per share $ 0.45 $ 0.90 Dilutive shares included in the calculation 1,357 1,691 Anti-dilutive shares excluded from the calculation 665 176 |
Geographic Information
Geographic Information | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Geographic Information | Geographic Information The following table presents the Company’s revenue based on customer location (in thousands): Three Months Ended March 31, 2024 2023 North America $ 110,427 $ 99,140 Europe 55,400 59,034 Rest of the world 48,488 57,106 Total revenue $ 214,315 $ 215,280 The United States, included in North America in the above table, accounted for 49% and 43% of consolidated revenue for the three months ended March 31, 2024 and 2023, respectively. No other country accounts for more than 10% of the Company’s revenue in any period presented. The Company’s long-lived tangible assets were located as follows (in thousands): As of March 31, As of December 31, 2024 2023 North America $ 45,509 $ 46,531 Europe 17,859 17,695 Rest of the world 62 74 Total long-lived tangible assets $ 63,430 $ 64,300 The United States, included in North America in the above table, accounted for 67% and 68% of total long-lived tangible assets as of March 31, 2024 and December 31, 2023, respectively. Ireland, included in Europe in the above table, accounted for 22% and 21% of total long-lived tangible assets as of March 31, 2024 and December 31, 2023, respectively. No other country accounts for more than 10% of the Company’s long-lived tangible assets in any period presented. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies As of March 31, 2024, the Company had total non-lease obligations in the amount of approximately $73.9 million, which consisted primarily of minimum royalty guarantees and unconditional purchase obligations related to contracts for infrastructure and other business services. As of March 31, 2024, the Company’s non-lease obligations for the remainder of 2024 and for the years ending December 31, 2025, and 2026 were approximately $37.1 million, $32.1 million, and $4.6 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 occurrence of a loss and whether a loss is reasonably estimable. In addition, the Company considers other relevant factors that could impact its ability to reasonably estimate a loss. A determination of the amount of reserves required, if any, for these contingencies is made after analyzing each matter. The Company reviews reserves, if any, at least quarterly and may change the amount of any such reserve in the future due to new developments or changes in strategy in handling these matters. Although the results of litigation and threats of litigation, investigations and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these matters will not have a material adverse effect on its business, consolidated financial position, results of operations, or cash flows. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. The Company currently has no material active litigation matters and, accordingly, no material reserves related to litigation. Indemnification and Employment Agreements In the ordinary course of business, the Company enters into contractual arrangements under which it agrees to provide indemnification of varying scope and terms to customers with respect to certain matters, including, but not limited to, losses arising out of the breach of the Company’s intellectual property warranties for damages to the customer directly attributable to the Company’s breach. The Company is not responsible for any damages, costs, or losses to the extent such damages, costs or losses arise as a result of the modifications made by the customer, or the context in which an image is used. The standard maximum aggregate obligation and liability to any one customer for all claims is generally limited to ten thousand dollars The Company offers certain of its customers greater levels of indemnification, including unlimited indemnification and believes that it has appropriate insurance coverage in place to adequately cover indemnification claims, if necessary. As of and for the three months ended March 31, 2024, the Company made no material payments for losses on customer indemnification claims and recorded no liabilities related to indemnification for loss contingencies, before considering any insurance recoveries. Pursuant to the Company’s charter documents and separate written indemnification agreements, the Company has certain indemnification obligations to its executive officers, certain employees and directors, as well as certain former officers and directors. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Share Purchase Agreement On May 1, 2024, the Company entered into a Share Purchase Agreement (the “Purchase Agreement”) to acquire all of the outstanding shares (the “Acquisition”) of Envato Pty Ltd. (“Envato”). The consideration payable for the Acquisition, after customary working capital and other adjustments, will be approximately $245 million. The purchase price will be funded through a newly established credit facility. Envato is an Australian based company that provides an on-line marketplace for creative digital assets. The Company believes the Acquisition will expand its offerings across customers and products. The acquisition is anticipated to close in the third quarter, subject to regulatory approvals and other customary closing conditions. Commitment Letter On May 1, 2024, in connection with the execution of the Purchase Agreement, the Company entered into a commitment letter (the “Debt Commitment Letter”) with Bank of America, N.A., BofA Securities, Inc., Citibank, N.A., Wells Fargo Bank, N.A. and Citizens Bank, N.A. (collectively, the “Commitment Parties”). The Debt Commitment Letter provides that the Commitment Parties have agreed to provide the Company with debt financing in connection with the Acquisition comprised of (i) a senior unsecured term loan facility in an aggregate principal amount of $125.0 million and (ii) a senior unsecured revolving credit facility in an aggregate principal amount of $250.0 million. The funding of the debt financing pursuant to the Debt Commitment Letter is contingent on the satisfaction of certain conditions set forth therein, including negotiation and execution of the definitive debt financing agreement contemplated by the Debt Commitment Letter and the Acquisition being consummated substantially contemporaneously with the initial funding of the debt financing. The proceeds from the debt financing will be used by the Company: (i) to finance the consideration, and related transaction costs, due in connection with the Acquisition, (ii) to repay certain existing indebtedness and (iii) for general corporate purposes of the Company and its subsidiaries. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net income | $ 16,121 | $ 32,843 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Operations and Sig_2
Summary of Operations and Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
Unaudited Interim Financial Statements | The interim Consolidated Balance Sheet as of March 31, 2024, and the Consolidated Statements of Operations, Comprehensive Income and Stockholders’ Equity for the three months ended March 31, 2024 and 2023, and the Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023 are unaudited. The Consolidated Balance Sheet as of December 31, 2023, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures required by GAAP. These unaudited interim financial statements have been prepared on a basis consistent with the Company’s annual financial statements and, in the opinion of management, reflect all adjustments, which include all normal recurring adjustments necessary to fairly state the Company’s financial position as of March 31, 2024, and its consolidated results of operations, comprehensive income, stockholders’ equity and cash flows for the three months ended March 31, 2024 and 2023. The financial data and the other financial information disclosed in the notes to the financial statements related to these periods are also unaudited. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2024 or for any other future annual or interim period. |
Use of Estimates | Use of Estimates |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts |
Chargeback and Sales Refund Allowance and Revenue Recognition | Chargeback and Sales Refund Allowance The Company establishes a chargeback allowance and sales refund reserve allowance based on factors surrounding historical credit card chargeback trends, historical sales refund trends and other information. As of March 31, 2024 and December 31, 2023, the Company’s combined allowance for chargebacks and sales refunds was $0.4 million, which was included as a component of other current liabilities on the Consolidated Balance Sheets. Revenue Recognition A significant portion of the Company’s revenue is earned from the license of content. Content licenses are generally purchased on a monthly or annual basis, whereby a customer pays for a predetermined quantity of content that may be downloaded over a specific period of time, or, on a transactional basis, whereby a customer pays for individual content licenses at the time of download. The Company also generates revenue from tools available through the Company’s platform. For contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation based on a relative standalone selling price. The standalone selling price is determined based on the price at which the performance obligation is sold separately, or if not observable through past transactions, is estimated taking into account available information including internally approved pricing guidelines and pricing information of comparable products. The Company recognizes revenue upon the satisfaction of performance obligations. The Company recognizes revenue on both its subscription-based and transaction-based products when content is downloaded by a customer, at which time the license is provided. In addition, the Company estimates expected unused licenses for subscription-based products and recognizes the revenue associated with the unused licenses as digital content is downloaded and licenses are obtained for such content by the customer during the subscription period. The estimate of unused licenses is based on historical download activity and future changes in the estimate could impact the timing of revenue recognition of the Company’s subscription products. For revenue associated with tools available through the Company’s platform, revenue is recognized on a straight-line basis over the subscription period. The Company expenses contract acquisition costs as incurred, to the extent that the amortization period would otherwise be one year or less. Collectability is probable at the time the electronic order or contract is entered. A significant portion of the Company’s customers purchase products by making electronic payments with a credit card at the time of the transaction. Customer payments received in advance of revenue recognition are contract liabilities and are recorded as deferred revenue. Customers that do not pay in advance are invoiced and are required to make payments under standard credit terms. Collectability for customers who pay on credit terms allowing for payment beyond the date at which service commences, is based on a credit evaluation for certain new customers and transaction history with existing customers. The Company recognizes revenue gross of contributor royalties because the Company is the principal in the transaction as it is the party responsible for the performance obligation and it controls the product or service before transferring it to the customer. The Company also licenses content to customers through third-party resellers. Third-party resellers sell the Company’s products directly to customers as the principal in those transactions. Accordingly, the Company recognizes revenue net of costs paid to resellers. |
Fair Value Measurement and Long
Fair Value Measurement and Long-term Investments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | Its fair value level hierarchy and amount at March 31, 2024 are as follows: As of March 31, 2024 Hierarchy Level: Fair Value Level 1 $ 18,755 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Aggregate Purchase Price Allocation to Assets Acquired and Liabilities Assumed | The aggregate purchase price for these acquisitions has been allocated to the assets acquired and liabilities assumed as follows (in thousands): Assets acquired and liabilities assumed: Backgrid Cash and cash equivalents $ 1,718 Accounts receivable 732 Other assets 77 Intangible assets: Trade name 300 Developed technology 900 Intangible assets 1,200 Goodwill 19,843 Total assets acquired $ 23,570 Contributor royalties payable (849) Accrued expenses (1,302) Deferred tax liability (271) Total liabilities assumed (2,422) Net assets acquired $ 21,148 The aggregate purchase price for this acquisition has been allocated to the assets acquired and liabilities assumed as follows (in thousands): Assets acquired and liabilities assumed: Giphy Cash and cash equivalents $ 4,030 Prepaid expenses and other current assets 1,416 Right of use assets 1,243 Intangible assets: Trade name 21,000 Developed technology 19,500 Intangible assets 40,500 Deferred tax asset 1,463 Other assets 1,647 Total assets acquired $ 50,299 Accounts payable, accrued expenses and other liabilities (4,949) Lease liability (1,090) Total liabilities assumed (6,039) Net assets acquired $ 44,260 Net purchase price (6,001) Bargain purchase gain $ 50,261 1 - During the three months ended September 30, 2023, the Company revised its preliminary allocation of the Giphy purchase price to the assets acquired and liabilities assumed by $9.9 million associated with additional information analyzed related to the deferred income tax balances. The measurement and allocation of the purchase price is preliminary and will be finalized within the allowable measurement period once the Company finalizes its assessment of fair value of intangible assets, income tax balances and other assets acquired and liabilities assumed. 2 - During the three months ended December 31, 2023, the Company revised its preliminary allocation of the Giphy purchase price to the assets acquired and liabilities assumed by $1.6 million associated with additional information analyzed related to the valuation of the Developed Technology asset. The measurement and allocation of the purchase price is preliminary and will be finalized within the allowable measurement period once the Company finalizes its assessment of fair value of intangible assets, income tax balances and other assets acquired and liabilities assumed. |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | The Giphy purchase price was calculated as follows: Purchase Price Purchase price $ 53,000 Cash acquired and other working capital adjustments 4,750 Cash paid on closing $ 57,750 Fair value of Giphy Retention Compensation contingent consideration 1 (98,723) Fair value of consideration attributable to pre-combination service 2 34,972 Net purchase price $ (6,001) 1 - This amount consists of $123.5 million of Giphy Retention Compensation, adjusted for $18.9 million of income tax obligations associated with the receipt of the Giphy Retention Compensation and $5.9 million for the time value of money. 2 - Relates to the cash value of replaced unvested Meta equity awards attributable to pre-combination services. |
Business Acquisition, Pro Forma Information | These pro forma results have been prepared for comparative purposes only and are based on estimates and assumptions that have been made solely for purposes of developing such pro forma information and are not necessarily indicative of what the Company’s operating results would have been, had the acquisitions actually taken place at the beginning of the previous annual period. Three Months Ended March 31, 2024 2023 Revenue As Reported $ 214,315 $ 215,280 Pro Forma 215,259 224,066 Income before income taxes As Reported $ 20,390 $ 41,414 Pro Forma 23,030 28,764 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment is summarized as follows (in thousands): As of March 31, 2024 As of December 31, 2023 Computer equipment and software $ 317,244 $ 308,473 Furniture and fixtures 10,823 10,829 Leasehold improvements 19,316 19,153 Property and equipment 347,383 338,455 Less accumulated depreciation (283,953) (274,155) Property and equipment, net $ 63,430 $ 64,300 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The following table summarizes the changes in the carrying value of the Company’s goodwill balance during the three months ended March 31, 2024 (in thousands): Goodwill Balance as of December 31, 2023 $ 383,325 Goodwill related to acquisitions $ 19,843 Foreign currency translation adjustment (381) Balance as of March 31, 2024 $ 402,787 |
Schedule of Intangible Assets | Intangible assets, all of which are subject to amortization, consisted of the following as of March 31, 2024 and December 31, 2023 (in thousands): As of March 31, 2024 As of December 31, 2023 Gross Accumulated Net Weighted Gross Accumulated Net Amortizing intangible assets: Customer relationships $ 89,832 $ (28,664) $ 61,168 12 $ 90,350 $ (26,982) $ 63,368 Trade name 38,142 (9,855) 28,287 12 37,937 (9,272) 28,665 Developed technology 116,354 (67,737) 48,617 5 115,914 (61,376) 54,538 Contributor content 66,590 (29,884) 36,706 8 65,628 (27,897) 37,731 Patents 259 (169) 90 18 259 (165) 94 Total $ 311,177 $ (136,309) $ 174,868 $ 310,088 $ (125,692) $ 184,396 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands): As of March 31, 2024 As of December 31, 2023 Compensation $ 44,268 $ 75,752 Non-income taxes 24,175 23,702 Website hosting and marketing fees 11,222 11,804 Other expenses 19,547 20,185 Total accrued expenses $ 99,212 $ 131,443 |
Stockholders_ Equity and Equi_2
Stockholders’ Equity and Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Non-cash Equity-based Compensation Expense Included in the Company's Statement of Operations | The following table summarizes non-cash equity-based compensation expense, net of forfeitures, by financial statement line item included in the accompanying Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 2023 Cost of revenue $ 224 $ 184 Sales and marketing 2,011 604 Product development 2,285 2,448 General and administrative 6,630 5,407 Total $ 11,150 $ 8,643 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The Company’s revenues by product offering for the three months ended March 31, 2024 and 2023 are as follows (in thousands): Three Months Ended March 31, 2024 2023 Content $ 173,830 $ 193,984 Data, Distribution, and Services 40,485 21,296 Total Revenue $ 214,315 $ 215,280 |
Other Income _ (Expense), net (
Other Income / (Expense), net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Nonoperating Income (Expense) [Abstract] | |
Summary of the Company's Other (Expense) Income, Net Activity | The following table presents a summary of the Company’s other income and expense activity included in the accompanying Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 2023 Foreign currency (loss) / gain $ (592) $ 1,111 Interest expense (562) (231) Interest income, unrealized gain on investments, and other 4,798 165 Total other income $ 3,644 $ 1,045 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares | The following table sets forth the computation of basic and diluted net income per share for the three months ended March 31, 2024 and 2023 (in thousands): Three Months Ended March 31, 2024 2023 Net income $ 16,121 $ 32,843 Shares used to compute basic net income per share 35,591 35,856 Dilutive potential common shares Stock options 84 153 Unvested restricted stock awards 391 566 Shares used to compute diluted net income per share 36,066 36,575 Basic net income per share $ 0.45 $ 0.92 Diluted net income per share $ 0.45 $ 0.90 Dilutive shares included in the calculation 1,357 1,691 Anti-dilutive shares excluded from the calculation 665 176 |
Geographic Information (Tables)
Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Geographic Revenue | The following table presents the Company’s revenue based on customer location (in thousands): Three Months Ended March 31, 2024 2023 North America $ 110,427 $ 99,140 Europe 55,400 59,034 Rest of the world 48,488 57,106 Total revenue $ 214,315 $ 215,280 |
Schedule of Long-lived Tangible Assets | The Company’s long-lived tangible assets were located as follows (in thousands): As of March 31, As of December 31, 2024 2023 North America $ 45,509 $ 46,531 Europe 17,859 17,695 Rest of the world 62 74 Total long-lived tangible assets $ 63,430 $ 64,300 |
Summary of Operations and Sig_3
Summary of Operations and Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Concentration Risk [Line Items] | |||
Unbilled contracts receivable | $ 52,200 | ||
Bad debt expense (reversal) | (1,510) | $ 790 | |
Allowance for doubtful accounts | 4,873 | $ 6,335 | |
Allowance for credit loss | 7,800 | 16,000 | |
Chargeback and sales refund allowances | 400 | $ 400 | |
Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Unbilled contracts receivable | 25,400 | ||
Other Assets | |||
Concentration Risk [Line Items] | |||
Unbilled contracts receivable | $ 26,800 | ||
Accounts Receivable | Customer Concentration Risk | One Customer | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 18% | ||
Accounts Receivable | Customer Concentration Risk | Two Customers | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 29% |
Fair Value Measurements and L_2
Fair Value Measurements and Long-term Investments (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 27, 2024 | Mar. 31, 2024 | Dec. 31, 2018 | Dec. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Long-term investments | $ 5 | $ 5 | ||
Equity contract, estimated value | $ 11.8 | |||
Meitu, Inc. | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value of hierarchy securities | $ 18.4 | |||
Equity securities, realized gain | $ 3.4 | |||
Variable Interest Entity, Not Primary Beneficiary | Zcool Network Technology Limited | Convertible Preferred Stock | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Investment value | $ 15 |
Fair Value Measurements and L_3
Fair Value Measurements and Long-term Investments - Fair Value, Assets Measured on Recurring Basis (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Level 1 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value of hierarchy securities | $ 18,755 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Feb. 01, 2024 | Jun. 23, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Business Acquisition [Line Items] | ||||
Net cash to acquire business | $ 19,474 | $ 0 | ||
Total revenue | 214,315 | $ 215,280 | ||
Giphy, Inc. | ||||
Business Acquisition [Line Items] | ||||
Cash paid on closing | $ 57,750 | |||
Transaction costs | 30,000 | |||
Net cash to acquire business | 53,000 | |||
Nonrecurring benefits receivable | 123,500 | |||
Expenses payment in installments | $ 1,250 | |||
Period of services provided | 2 years | |||
Revenue to be recognized | $ 30,000 | |||
Bargain purchase gain | 50,261 | |||
Contingent consideration, asset | 65,500 | |||
Contingent consideration, asset, current | 48,700 | |||
Contingent consideration, asset, noncurrent | $ 16,800 | |||
Giphy, Inc. | General and administrative | ||||
Business Acquisition [Line Items] | ||||
Transaction costs | 3,000 | |||
Giphy, Inc. | Mandated Payments Consideration - Recurring | ||||
Business Acquisition [Line Items] | ||||
Nonrecurring benefits receivable | 35,600 | |||
Giphy, Inc. | Mandated Payments Consideration - Nonrecurring | ||||
Business Acquisition [Line Items] | ||||
Nonrecurring benefits receivable | $ 87,900 | |||
Giphy, Inc. | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Estimated useful life | 7 years | |||
Giphy, Inc. | Trade name | ||||
Business Acquisition [Line Items] | ||||
Estimated useful life | 15 years | |||
Backgrid USA, Inc. and Backgrid London LTD | ||||
Business Acquisition [Line Items] | ||||
Cash paid on closing | $ 20,000 | |||
Transaction costs | $ 1,500 | |||
Backgrid USA, Inc. and Backgrid London LTD | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Estimated useful life | 5 years | |||
Backgrid USA, Inc. and Backgrid London LTD | Trade name | ||||
Business Acquisition [Line Items] | ||||
Estimated useful life | 10 years |
Acquisitions - Schedule of Aggr
Acquisitions - Schedule of Aggregate Purchase Price Allocation to Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Jun. 23, 2023 | Dec. 31, 2023 | Sep. 30, 2023 | Mar. 31, 2024 | Feb. 01, 2024 | |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||
Goodwill | $ 383,325 | $ 402,787 | |||
Backgrid USA, Inc. and Backgrid London LTD | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||
Cash and cash equivalents | $ 1,718 | ||||
Accounts receivable | 732 | ||||
Other assets | 77 | ||||
Intangible assets | 1,200 | ||||
Goodwill | 19,843 | ||||
Total assets acquired | 23,570 | ||||
Contributor royalties payable | (849) | ||||
Accrued expenses | (1,302) | ||||
Deferred tax liability | (271) | ||||
Total liabilities assumed | (2,422) | ||||
Net assets acquired | 21,148 | ||||
Backgrid USA, Inc. and Backgrid London LTD | Trade name | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||
Intangible assets | 300 | ||||
Backgrid USA, Inc. and Backgrid London LTD | Developed technology | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||
Intangible assets | $ 900 | ||||
Giphy, Inc. | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||
Cash and cash equivalents | $ 4,030 | ||||
Other assets | 1,647 | ||||
Right of use assets | 1,243 | ||||
Prepaid expenses and other current assets | 1,416 | ||||
Intangible assets | 40,500 | ||||
Deferred tax asset | 1,463 | ||||
Total assets acquired | 50,299 | ||||
Accounts payable, accrued expenses and other liabilities | (4,949) | ||||
Lease liability | (1,090) | ||||
Total liabilities assumed | (6,039) | ||||
Net assets acquired | 44,260 | ||||
Net purchase price | (6,001) | ||||
Bargain purchase gain | 50,261 | ||||
Adjustment consideration | $ 1,600 | $ 9,900 | |||
Giphy, Inc. | Trade name | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||
Intangible assets | 21,000 | ||||
Giphy, Inc. | Developed technology | |||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |||||
Intangible assets | $ 19,500 |
Acquisitions - Schedule of Busi
Acquisitions - Schedule of Business Acquisitions by Acquisition, Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 23, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Asset Acquisition, Contingent Consideration [Line Items] | |||
Net cash to acquire business | $ 19,474 | $ 0 | |
Giphy, Inc. | |||
Asset Acquisition, Contingent Consideration [Line Items] | |||
Net cash to acquire business | $ 53,000 | ||
Cash acquired and other working capital adjustments | 4,750 | ||
Cash paid on closing | 57,750 | ||
Net purchase price | (6,001) | ||
Nonrecurring benefits receivable | 123,500 | ||
Income tax obligation | 18,900 | ||
Time value of money | (5,900) | ||
Fair value of Giphy Retention Compensation contingent consideration | Giphy, Inc. | |||
Asset Acquisition, Contingent Consideration [Line Items] | |||
Fair value consideration | (98,723) | ||
Fair value of consideration attributable to pre-combination service | Giphy, Inc. | |||
Asset Acquisition, Contingent Consideration [Line Items] | |||
Fair value consideration | $ 34,972 |
Acquisitions - Business Acquisi
Acquisitions - Business Acquisition, Pro Forma Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue | ||
As Reported | $ 214,315 | $ 215,280 |
Pro Forma | 215,259 | 224,066 |
Income before income taxes | ||
As Reported | 20,390 | 41,414 |
Pro Forma | $ 23,030 | $ 28,764 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property and Equipment | ||
Property and equipment | $ 347,383 | $ 338,455 |
Less accumulated depreciation | (283,953) | (274,155) |
Property and equipment, net | 63,430 | 64,300 |
Computer equipment and software | ||
Property and Equipment | ||
Property and equipment | 317,244 | 308,473 |
Furniture and fixtures | ||
Property and Equipment | ||
Property and equipment | 10,823 | 10,829 |
Leasehold improvements | ||
Property and Equipment | ||
Property and equipment | $ 19,316 | $ 19,153 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Property and Equipment | |||
Capitalized amount | $ 9 | $ 10.3 | |
Amortization expense | 9.6 | 8.4 | |
Internal use software | 59.6 | $ 60.3 | |
Cost of revenue | |||
Property and Equipment | |||
Depreciation | 9.9 | 8.7 | |
Selling, General and Administrative Expenses | |||
Property and Equipment | |||
Depreciation | 0.4 | 0.5 | |
Property And Equipment | |||
Property and Equipment | |||
Depreciation | $ 10.3 | $ 9.1 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Changes in goodwill | |
Balance at the beginning of the period | $ 383,325 |
Goodwill related to acquisitions | 19,843 |
Foreign currency translation adjustment | (381) |
Balance at the end of the period | $ 402,787 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Amortizing intangible assets | ||
Gross Carrying Amount | $ 311,177 | $ 310,088 |
Accumulated Amortization | (136,309) | (125,692) |
Net Carrying Amount | 174,868 | 184,396 |
Customer relationships | ||
Amortizing intangible assets | ||
Gross Carrying Amount | 89,832 | 90,350 |
Accumulated Amortization | (28,664) | (26,982) |
Net Carrying Amount | $ 61,168 | 63,368 |
Weighted Average Life (Years) | 12 years | |
Trade name | ||
Amortizing intangible assets | ||
Gross Carrying Amount | $ 38,142 | 37,937 |
Accumulated Amortization | (9,855) | (9,272) |
Net Carrying Amount | $ 28,287 | 28,665 |
Weighted Average Life (Years) | 12 years | |
Developed technology | ||
Amortizing intangible assets | ||
Gross Carrying Amount | $ 116,354 | 115,914 |
Accumulated Amortization | (67,737) | (61,376) |
Net Carrying Amount | $ 48,617 | 54,538 |
Weighted Average Life (Years) | 5 years | |
Contributor content | ||
Amortizing intangible assets | ||
Gross Carrying Amount | $ 66,590 | 65,628 |
Accumulated Amortization | (29,884) | (27,897) |
Net Carrying Amount | $ 36,706 | 37,731 |
Weighted Average Life (Years) | 8 years | |
Patents | ||
Amortizing intangible assets | ||
Gross Carrying Amount | $ 259 | 259 |
Accumulated Amortization | (169) | (165) |
Net Carrying Amount | $ 90 | $ 94 |
Weighted Average Life (Years) | 18 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Amortizing intangible assets | ||
Amortization expense | $ 11 | $ 9.8 |
Remainder of 2024 | 27 | |
2025 | 27.5 | |
2026 | 25.2 | |
2027 | 19 | |
2028 | 16.5 | |
2029 | 15.3 | |
Thereafter | 44.3 | |
Cost of revenue | ||
Amortizing intangible assets | ||
Amortization expense | 10 | 9.2 |
Selling, General and Administrative Expenses | ||
Amortizing intangible assets | ||
Amortization expense | $ 1 | $ 0.6 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Compensation | $ 44,268 | $ 75,752 |
Non-income taxes | 24,175 | 23,702 |
Website hosting and marketing fees | 11,222 | 11,804 |
Other expenses | 19,547 | 20,185 |
Total accrued expenses | $ 99,212 | $ 131,443 |
Accrued Expenses - Narrative (D
Accrued Expenses - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued severance costs | $ 1.8 | $ 7.7 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | 3 Months Ended | |||
May 06, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Line of Credit Facility [Line Items] | ||||
Interest expense | $ 562,000 | $ 231,000 | ||
Revolving Credit Facility | Line of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit, term | 5 years | |||
Maximum borrowing capacity | $ 100,000,000 | |||
Available additional revolving loan commitments | 100,000,000 | |||
Payment of debt issuance costs | $ 600,000 | |||
Line of credit | 30,000,000 | $ 30,000,000 | ||
Remaining borrowing capacity | 67,000,000 | |||
Interest expense | $ 600,000 | |||
Revolving Credit Facility | Line of Credit | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Commitment fee percentage | 0.15% | |||
Revolving Credit Facility | Line of Credit | Minimum | Base Rate | ||||
Line of Credit Facility [Line Items] | ||||
Variable rate, basis spread | 0.125% | |||
Revolving Credit Facility | Line of Credit | Minimum | Secured Overnight Financing Rate (SOFR) | ||||
Line of Credit Facility [Line Items] | ||||
Variable rate, basis spread | 1.125% | |||
Revolving Credit Facility | Line of Credit | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Commitment fee percentage | 0.225% | |||
Revolving Credit Facility | Line of Credit | Maximum | Base Rate | ||||
Line of Credit Facility [Line Items] | ||||
Variable rate, basis spread | 0.50% | |||
Revolving Credit Facility | Line of Credit | Maximum | Secured Overnight Financing Rate (SOFR) | ||||
Line of Credit Facility [Line Items] | ||||
Variable rate, basis spread | 1.50% |
Stockholders_ Equity and Equi_3
Stockholders’ Equity and Equity-Based Compensation - Narrative (Details) - USD ($) | 3 Months Ended | ||||
Apr. 22, 2024 | Apr. 01, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares issued (in shares) | 31,000 | 85,000 | |||
Value remaining for repurchase | $ 71,800,000 | ||||
Payment of cash dividend (in dollars per share) | $ 0.30 | $ 0.27 | |||
Cash dividend paid | $ 10,700,000 | $ 9,700,000 | |||
Value of shares withheld | $ 7,966,000 | 11,008,000 | |||
Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Quarterly cash dividend, declared (in dollars per share) | $ 0.30 | ||||
Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Authorized purchase amount (up to) | $ 100,000,000 | ||||
Repurchase of treasury shares (in shares) | 4,400,000 | ||||
Shares repurchased, average per share cost (in dollars per share) | $ 51.74 | ||||
Employee Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted (in shares) | 0 | ||||
Options vested and exercisable (in shares) | 299,000 | ||||
Options vested and exercisable, weighted average exercise price (in dollars per share) | $ 34.14 | ||||
Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares granted (in shares) | 71,000 | ||||
Nonvested shares outstanding (in shares) | 1,958,000 | ||||
Weighted average grant-date fair value (in dollars per share) | $ 66.45 | ||||
Unrecognized non-cash equity-based compensation charge | $ 64,600,000 | ||||
Value of shares withheld | $ 1,000,000 | $ 4,200,000 | |||
Restricted Stock Units (RSUs) | Subsequent Event | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares granted (in shares) | 1,422,000 | ||||
Fair value of shares granted | $ 61,000,000 |
Stockholders_ Equity and Equi_4
Stockholders’ Equity and Equity-Based Compensation - Summary of Non-cash Equity-based Compensation Expense Included in the Company's Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Non-cash equity-based compensation expense | ||
Non-cash equity-based compensation | $ 11,150 | $ 8,643 |
Cost of revenue | ||
Non-cash equity-based compensation expense | ||
Non-cash equity-based compensation | 224 | 184 |
Sales and marketing | ||
Non-cash equity-based compensation expense | ||
Non-cash equity-based compensation | 2,011 | 604 |
Product development | ||
Non-cash equity-based compensation expense | ||
Non-cash equity-based compensation | 2,285 | 2,448 |
General and administrative | ||
Non-cash equity-based compensation expense | ||
Non-cash equity-based compensation | $ 6,630 | $ 5,407 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) channel | |
Segment Reporting Information [Line Items] | |
Number of primary channels for content offerings | channel | 2 |
Disposal group deferred revenue | $ 82.7 |
Revenue, remaining performance obligation, amount | $ 60.1 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
Segment Reporting Information [Line Items] | |
Period of performance obligation recognition | 5 years |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Deferred Revenue Arrangement [Line Items] | ||
Total revenue | $ 214,315 | $ 215,280 |
Content | ||
Deferred Revenue Arrangement [Line Items] | ||
Total revenue | 173,830 | 193,984 |
Data, Distribution, and Services | ||
Deferred Revenue Arrangement [Line Items] | ||
Total revenue | $ 40,485 | $ 21,296 |
Other Income _ (Expense), net_2
Other Income / (Expense), net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Other Nonoperating Income (Expense) [Abstract] | ||
Foreign currency (loss) / gain | $ (592) | $ 1,111 |
Interest expense | (562) | (231) |
Interest income, unrealized gain on investments, and other | 4,798 | 165 |
Total other income | $ 3,644 | $ 1,045 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate, expense (benefit) | 20.90% | 20.70% |
Effective income tax rate reconciliation, tax expense (benefit) | 1.50% | 0.90% |
Effective tax rate, excluding discrete items | 19.40% | 19.80% |
Cash paid (refunded) for income taxes | $ 2,901 | $ (5,150) |
Net Income Per Share (Details)
Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Net income | $ 16,121 | $ 32,843 |
Shares used to compute basic net income per share (in shares) | 35,591 | 35,856 |
Dilutive potential common shares | ||
Stock options (in shares) | 84 | 153 |
Unvested restricted stock awards (in shares) | 391 | 566 |
Shares used to compute diluted net income per share (in shares) | 36,066 | 36,575 |
Basic net income per share (in dollars per share) | $ 0.45 | $ 0.92 |
Diluted net income per share (in dollars per share) | $ 0.45 | $ 0.90 |
Dilutive securities included in the calculation (in shares) | 1,357 | 1,691 |
Anti-dilutive securities excluded from the calculation (in shares) | 665 | 176 |
Geographic Information - Schedu
Geographic Information - Schedule of Geographic Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Segment Reporting Information [Line Items] | ||
Total revenue | $ 214,315 | $ 215,280 |
North America | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 110,427 | 99,140 |
Europe | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 55,400 | 59,034 |
Rest of the world | ||
Segment Reporting Information [Line Items] | ||
Total revenue | $ 48,488 | $ 57,106 |
Geographic Information - Narrat
Geographic Information - Narrative (Details) - Geographic concentration | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
United States | Revenue benchmark | |||
Product Information [Line Items] | |||
Concentration risk percentage | 49% | 43% | |
United States | Total long-lived tangible assets | |||
Product Information [Line Items] | |||
Concentration risk percentage | 67% | 68% | |
IRELAND | Total long-lived tangible assets | |||
Product Information [Line Items] | |||
Concentration risk percentage | 22% | 21% |
Geographic Information - Sche_2
Geographic Information - Schedule of Long-lived Tangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Geographic revenue based on customer location and long-lived tangible assets | ||
Total long-lived tangible assets | $ 63,430 | $ 64,300 |
North America | ||
Geographic revenue based on customer location and long-lived tangible assets | ||
Total long-lived tangible assets | 45,509 | 46,531 |
Europe | ||
Geographic revenue based on customer location and long-lived tangible assets | ||
Total long-lived tangible assets | 17,859 | 17,695 |
Rest of the world | ||
Geographic revenue based on customer location and long-lived tangible assets | ||
Total long-lived tangible assets | $ 62 | $ 74 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | Mar. 31, 2024 USD ($) |
Other Commitments [Line Items] | |
Other obligations | $ 73,900,000 |
Maturity of unconditional purchase obligations | |
Remainder of 2024 | 37,100,000 |
2025 | 32,100,000 |
2026 | 4,600,000 |
Indemnification Agreement | |
Indemnifications | |
Maximum possible loss per customer | 10,000 |
Liabilities related to indemnification | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Apr. 01, 2024 | May 01, 2024 | May 06, 2022 |
Revolving Credit Facility | Line of Credit | |||
Subsequent Event [Line Items] | |||
Maximum borrowing capacity | $ 100,000,000 | ||
Subsequent Event | Senior Notes | |||
Subsequent Event [Line Items] | |||
Debt instrument, face amount | $ 125,000,000 | ||
Subsequent Event | Envato | |||
Subsequent Event [Line Items] | |||
Net purchase price | $ 245,000,000 | ||
Subsequent Event | Revolving Credit Facility | Line of Credit | |||
Subsequent Event [Line Items] | |||
Maximum borrowing capacity | $ 250,000,000 |