Good day, and thank you for standing by. Welcome to the Q2 2024 Shutterstock, Inc. Earnings Conference Call. At this time, all participants are in a listen-only mode. Please be advised that today's conference is being recorded. After the speakers' presentation, there will be a question-and-answer session.

Thank you, Josh. Good morning, everyone, and thank you for joining us for Shutterstock's second quarter 2024 earnings call. Joining us today is Paul Hennessy, Shutterstock's Chief Executive Officer, and Jarrod Yahes, Shutterstock's Chief Financial Officer. Please note that some of the information you will hear during our discussion today will consist of forward-looking statements, including without limitation, the long-term effects of investments in our business, the future success and financial impact of new and existing product offerings, our ability to consummate acquisitions and integrate the businesses we have acquired or may acquire into our existing operations, our future gross margins and profitability, our long-term strategy and our performance targets, including 2024 guidance and long-range financial targets. Actual results or trends could differ materially from our forecast. For more information, please refer to today's press release and the presentation material discussing our Data business, which we have posted to our Investor Relations website. Please also refer to the reports we file with the SEC from time to time, including the risk factors discussed in our most recently filed Form 10-K for discussions of important risk factors that could cause actual results to differ materially for any forward-looking statements we may make on the call. We'll be discussing certain non-GAAP financial measures today, including adjusted net income, adjusted net income per diluted share, adjusted EBITDA and adjusted EBITDA margin, revenue growth, including by distribution channel on a constant currency basis, billings and free cash flow. Reconciliations of these non-GAAP measures to the most directly comparable GAAP measures can be found in the financial tables included with today's press release and in our 10-Q. I'd now like to turn the call over to Paul Hennessy, our Chief Executive Officer.

Thanks, Rik. Good morning, everyone, and thank you for joining us today. On our last earnings call, I reported that we had signed a definitive agreement to acquire Envato, a leading provider of digital creative assets and templates. As you may have seen, this transaction was completed successfully on July 22. We're truly excited about welcoming the experienced Envato team into the Shutterstock family and the impact of this acquisition on our Content business. The addition of Envato, on top of Shutterstock's 2024 performance to date, puts us well on our way to achieving the long-term targets that I laid out back in February for Shutterstock to achieve $1.2 billion of revenue and $350 million of EBITDA by 2027. Now, let's get into the second quarter results. I'm pleased to report that the overall results in the second quarter were strong, and when combined with our first quarter results, make for a strong first half of 2024. In the second quarter, Shutterstock delivered revenue of $220 million, representing growth of 5.4%, and adjusted EBITDA of $62 million, with margins of 28%, solidly exceeding our expectations for both revenue and profit for the quarter. Our Data, Distribution and Services business had another quarter of hypergrowth, and our Content business showed a slight improvement, but not to the degree that we had hoped. Content revenue was $170 million for the quarter, a decline of 9% versus the prior year. Demand from our larger customers was resilient with solid bookings growth in the quarter and strong retention. Our larger customers are spending with confidence across geographies, content types, and product SKUs. By contrast, consistent with the recent past, new customer acquisition in small- and medium-sized customers was soft and did not experience the rebound we would have hoped for. Over the past several quarters, we've made strides from an execution perspective to improve the performance of Content, including improving marketing execution around SEO, normalizing levels of SEM spend, as well as driving improvements in funnel conversion, and we remain focused on improving the performance of this business. We continue to focus on simplifying the experience across our brands and more effectively addressing customers' needs. Recent examples of this include offering unlimited subscriptions at PremiumBeat and the simplification of our product offering at Pond5. In addition, with Envato, we believe that we are poised to fill a void in our content product suite with respect to unlimited subscriptions. When combined with our existing business, Envato is expected to have an immediate positive impact on both the sustainability and growth potential of content, with subscriber counts more than doubling to 1.15 million subscribers. Subscription revenue as a percent of total content revenue increasing from 48% to 55%, and revenue from content types like video, audio, and 3D growing from 35% to 45%. As we continue to innovate and add additional GenAI capabilities, I'm pleased to report that we have just publicly released Shutterstock's GenAI 3D capabilities in conjunction with NVIDIA at SIGGRAPH 2024. Commercially available API access will begin in September for a range of corporate beta customers that have expressed an interest. Trained exclusively on Shutterstock content, this is a first-to-market innovation that promises to significantly reduce the time and expense associated with 3D model creation. Users of the API will be able to generate 3D models using both text prompts and images, which we believe is a game-changing capability. Users will also be able to generate 3D model previews in under 20 seconds, which increases productivity and usability and dramatically lowers their creation costs. In addition to Gen3D, we also recently entered into a partnership with Databricks to offer Shutterstock ImageAI. ImageAI is built using the advanced capabilities of Databricks Mosaic AI and trained exclusively using Shutterstock's world-class image repository. ImageAI generates customized, high-fidelity trusted images that can be readily tailored to specific business needs with fine-tuning. This enables brands that combine the power of AI-generated content with their own libraries, enabling them to truly personalize that content. Shutterstock was also recently named Databricks' Data Provider Partner of the Year, and we're very proud of this recognition. I would now like to turn to Data, Distribution and Services, which experienced hypergrowth of 129% in the second quarter. On a trailing 12-month basis, Data, Distribution and Services is up 160%. With respect to Data, this business continues to surprise us to the upside. In terms of demand, we are continuing to sign a small number of larger deals each quarter with total contract values between $25 million and $50 million. This is a business that is quickly evolving in terms of deal sizes, structure, content types, and demand, and with respect to the types of metadata customers are looking for. In the second quarter, we signed a multi-year agreement with Microsoft to provide high-quality multimodal training data for their AI projects. We also signed multi-year agreements with Runway and Reka. Both of these companies are highly innovative GenAI companies with extremely exciting futures and are backed by world-class venture and strategic corporates. I'm also extremely pleased to announce the recent appointment of Jaime Teevan to our Board of Directors. Jamie has been researching AI for decades, starting with a PhD in AI from MIT, and last year was recognized on Time Magazine's list of Top 100 Most Influential People in AI. She is currently Chief Scientist and Technical Fellow at Microsoft. Her thought leadership in this space will be a huge benefit to us as we continue to navigate this fast-paced and quickly evolving environment. Shutterstock is proud to be at the epicenter of the exciting innovation happening in generative AI and will continue to look at the multiple ways for maximizing the inherent value of our data to open up new and innovative revenue streams. Moving on to Distribution, at the center of Distribution is GIPHY, a scaled content platform that sits at the intersection of personal communications and shared moments revolving around events and emotions. It enjoys massive audience reach and generates billions of monthly impressions through over 14,000 API partners. All of this translates into a unique and exciting opportunity for brands. Traffic and impressions on the site continue their strong momentum. Media served on GIPHY continues to trend upwards, with the second quarter seeing annual growth of over 25%. In order to scale this business, we continue to aggressively hire sales people. To oversee this expansion, we're delighted to announce that we have hired a Chief Growth Officer for GIPHY, Kevin Hein. Kevin spent 13 years at Meta and was their Head of Agency Relationships. He brings with him a wealth of expertise in media sales, encompassing strategic partnership development, revenue generation, and market penetration. Additionally, he has a strong history of building and scaling high-growth businesses. We look forward to welcoming Kevin. In order to help investors better understand our traction with GIPHY, we wanted to provide an update on the number of active paying GIPHY customers, including both API customers and brand advertisers. Beyond Meta, this number has increased from 5 at the start of the year to 65 in the second quarter, and we expect to bring many more customers into the fold as we grow the team. Finally, in terms of Q2 performance, our Services business, which includes our cutting-edge global creative and production studio solutions, achieved 50% growth in the quarter. With Studios, our 3D and immersive vertical continues to scale in leaps and bounds as we expect our partnerships with some of the world's largest marketers and media companies. Leveraging the power of our 3D content and virtual production pipeline, we are delivering immersive storytelling on a global scale. A prime example of this is our collaboration with Netflix and their in-house game studios. This partnership achieved an important milestone with the release of our first game on July 24th based on the hit Netflix TV series Perfect Match. We provided full mobile game development teams covering all art, engineering, music, sound effects, and VFX for the game. Our collaboration will continue to thrive with more exciting games yet to be announced. We're leveraging our 3D experience and TurboSquid 3D content to deliver immersive experiences. Our success is showing that these best-in-class 3D and creative services are the key in building a next-generation global production offering. In closing, we're pleased with the strong growth and profitability in our second quarter. Our sharp focus remains on setting the business up to achieve our Shutterstock 2027 projections of $1.2 billion of revenues and $350 million of EBITDA. Our strategy of investing in the large and rapid growing TAMs in Data, Distribution, and Services is paying off. We remain enthusiastic about content with the addition of value-packed unlimited subscriptions and huge progress around launching innovative generative AI capabilities with partners like NVIDIA and Databricks. And while we work to invest and accelerate growth in new and exciting areas, we are driving a highly profitable and cash flow generative business, putting ourselves in a position to continually return capital to shareholders.

Thank you, Paul, and good morning, everyone. I'd first like to start by welcoming Rik Powell to the Shutterstock team. Rik started in June as SVP, Finance, and Investor Relations, having held the same position at Shake Shack in his previous role. Prior to that, Rik spent 16 years at Getty Images with his final position being CFO, which he held for three years. Great to have you on the team, Rik. Also, I'd like to thank Chris Suh, who has transitioned his IR responsibilities so that he can dedicate his focus to Corporate Development. Chris has done an outstanding job running both IR and M&A, and we are certain he will continue his track record of success at Shutterstock. Now, onto the second quarter financial performance. Shutterstock's revenue for the second quarter was $220 million, up 5.4% year-over-year, solidly exceeding our expectations. Content revenue was $170 million in the second quarter, down 9% versus the prior year. While the second quarter was a slight improvement compared to the first quarter, as Paul mentioned, performance was softer than we expected. Consistent with our prior comments, we expect gradual improvement in our Content business in the second half of the year. However, getting back to year-over-year growth is taking longer than we had expected. We have factored our reduced expectations for Content growth into our guidance. Data, Distribution, and Services drove impressive growth, with second quarter revenue of $50 million, up 129% versus the prior year and an increase of 24% sequentially. As Paul noted, all Data, Distribution, and Services businesses are in rapid growth and investment mode with the focus on hiring sales talent across each of these businesses. As I review the P&L, please note that line items are net of related depreciation and amortization, stock compensation, and other expense items necessary to reconcile to adjusted EBITDA. In the second quarter, sales and marketing was 22% of revenue compared to 25% in the first quarter and flat with the prior year. The reduction when compared to the first quarter was driven by elevated brand spend in the first quarter. Product development was 6% of revenue compared to 7% in the second quarter of 2023, reflecting prudent cost management and ongoing integration of our acquisitions. G&A expenses were 12% of revenue compared to 13% in the second quarter. Note that Q2 G&A expenses included $3.1 million of Envato transaction costs associated with legal and M&A fees. Adjusted EBITDA for the second quarter was an extremely solid $62 million, with strong adjusted EBITDA margins of 28%. Free cash flow conversion was also strong in the second quarter at 36%. In line with our buyback plans, we executed $20 million of share repurchases in the second quarter. Despite the payment of our quarterly dividend and executing $20 million of share repurchases, we saw our cash balance increase sequentially to $75 million in the quarter. We are pleased to have closed the previously announced acquisition of Envato on July 22. This is a key part of our strategy and adds an unlimited subscription product and a complementary customer base. As I mentioned last quarter, Envato is growing in line with industry growth rates of mid-single digits and maintains strong profitability of 20% adjusted EBITDA margins, with opportunities to expand margins as we scale the business. In connection with the acquisition of Envato, we put in place an unsecured $375 million credit facility, consisting of a $125 million term loan and a $250 million revolver. Post-acquisition, we have $280 million drawn on the facility. Given the extremely low cost of debt at 6.7%, we are currently not planning on paying down debt, and the facility has minimal amortization requirements. Based on our strong balance sheet and flexible capital structure, Shutterstock has tremendous optionality around deploying capital for share repurchases, investments in organic growth, or tuck-in M&A. Before turning to guidance, I'd like to spend a minute on our Data business and we'll reference supplemental materials found in the Investor Relations section of our website. As this nascent industry evolves rapidly, Data continues to be extremely difficult to forecast with significant volatility in revenues and bookings from quarter to quarter. We are responding to the needs of our customers with various engagement models that can be split into three primary categories. The first category is term license deals, typically three to five years in length where customers have broad-based use of our data for the express purpose of AI and ML model training. Customers large and small have engaged with Shutterstock in this manner. Accounting for these deals can vary depending on the structure. Some of these deals see most of the contract value being recognized upon transfer of the IP over the course of a few initial quarters, whereas others have revenues recognized more ratably over the lifetime of the contract. We have a mix of these contract types and ultimately will be responsive and flexible to the business needs of our customers when contracting. In the second category, we've seen an uptick in demand for large corpus deals with Tier 1 VC-backed generative AI companies. In highly selective engagements, we've entered into partnerships where we've taken half cash and half equity as consideration. We are entering into these partnerships alongside world-class companies with well-known financial backers. And this structure provides us an opportunity for upside while also ensuring that our customers receive the massive scale of data that they need when they need it. Lastly, we have established several partnerships where we do not receive any upfront revenue from licensing, but have an exciting revenue share opportunity over time in the creation of a joint product. This is similar to what we're doing alongside NVIDIA in Generative3D and with Databricks with ImageAI. Our contributor community is compensated in each and every one of these structures, in line with our ethical approach to licensing data for generative AI. We expect that over time, pricing, packaging, and deal structures for generative AI training data will continue to evolve, and that Shutterstock will be commercial and innovative in order to meet the expanding needs of customers while driving value for our shareholders. Now turning to guidance. Given the 2024 performance to date and the expectations for the remainder of the year, we are raising the lower end of our revenue guidance to 6% to 7% growth with revenues of $927 million to $936 million. Based on stronger-than-expected Data, Distribution, and Services performance and weaker-than-expected Content, we expect those businesses for the full year to be up 27% and down 8%, respectively, excluding any contribution from Envato. We expect Content revenues to continue to improve each quarter in terms of year-over-year growth. And we expect Data, Distribution, and Services revenues to continue to be strong, but down in the second half of the year versus the exceptional first half of the year. Envato is expected to contribute $75 million to 2024 revenues and will be reported in Content revenues beginning in the third quarter. As a result, Content will be up 2.5% for the full year, inclusive of the contribution of Envato on a reported basis. Adjusted net income per diluted share guidance is maintained at $4.18 to $4.32 per share, representing a 9 times adjusted P/E multiple on our current share price. Adjusted EBITDA is maintained at $245 million to $248 million. Adjusted EBITDA is also burdened by $7.5 million of one-time M&A costs, of which half were in Q2 and the other half are expected to be in Q3. In summary, we are focused on driving towards our Shutterstock 2027 targets of $1.2 billion of revenues and $350 million of EBITDA. Our profitability and free cash flow year-to-date is strong and we expect an even stronger second half of the year. We are stepping up investments in sales talent to continue our accelerated growth within Data, Distribution, and Services. And in Content, the acquisition of Envato, combined with our GenAI innovations, will ultimately drive long-term sustainable growth for Shutterstock.

Thank you. Our first question comes from Andrew Boone with JMP Securities. You may proceed.

Good morning, and thanks so much for taking my questions. Jarrod, I wanted to ask about the DDS business in the back half. You talked a little bit about IP deals that are recurring versus ones that are more one-time in nature. Can you just help explain the stepdown that you're expecting for the back half of the year? And then secondly, as we think about these deals and we're kind of coming up on two years of deals being issued, can you talk about the recurring nature and what you guys are building into contracts to ensure that when there is a renewal, you guys are seeing revenue continue?

Sure, Andrew. And thanks so much for the question. Year-to-date performance in DDS has been exceptional. I think Paul spoke through some of the strong performance we've seen in Data, but also in our Distribution business and in our Services business. And clearly, we're investing behind that success that we've seen. We expect to see continued success in the back half of the year. So, please don't expect that stepdown to be significant. It's less than a $10 million stepdown. I just didn't want to give people the expectation that there's going to be a significant sequential uptick in the back half of the year. But the business is healthy. The business is strong. We're continuing to sign deals. Those deals are giving us a growing base of tail revenue and bookings backlog, as you would expect. And quite frankly, we're focused on both serving the needs of our customers. So, we are going to be flexible. We are going to be nimble in terms of the way we contract, but we're also focused on building a sustainable business and a business that's going to have a backlog that's going to be carrying us forward to grow to meet our needs in the years to come and really help us achieve the 2027 long-term targets that we've laid out for ourselves.

Can I... Yeah. Thank you so much. I just wanted to focus on the stepdown in brand marketing for 2Q and how we should think about sales and marketing for the back half of the year and then going forward. What were your learnings? And then, what are you guys carrying forward? Thank you.

Sure. So, Andrew, as you think about sales and marketing in our business and you look at sort of where we are, you look back historically, and excluding some of the items to reconcile to adjusted EBITDA, we've had about 24% sales and marketing as a percentage of revenue. We would expect that to continue for the year. And so, the only reason for the stepdown was really we had done a large branding campaign with an agency that ran off between the first and the second quarter, but there was no pullback in SEM or any of the other performance marketing spend that we are normally working on. I'd also add that sales and marketing will increase as a result of the sales hiring that we're going to be doing to support our Data, Distribution, and Services business. Paul spoke through the hiring of Kevin. Kevin is going to be hiring a team behind him to expand and grow GIPHY. We're hiring in Studios aggressively. And our sales team in Data is also growing behind some of the successes that they've already had. So, to the extent we put on more spend in sales and marketing, it's probably going to be in some of these areas where we're seeing very significant market traction and success in Data, Distribution, and Services.

Thank you for the questions. I'd like to begin by expressing my appreciation to Jarrod for the insights on organic versus non-M&A growth and the outlook for the remainder of the year. Moving on to the Content segment, could you share the updated plan moving forward? Are things simply taking longer than anticipated to address? You mentioned SEM and SEO efforts to enhance conversion. Are there additional strategies you are considering? Please give us an update on the current efforts to restore growth in this area, acknowledging that it's taking longer than originally expected.

Yeah, thanks, Bernie. It's Paul. You saw that we had sequential improvement, albeit not to the pacing that we would like. I think Jarrod guided for continued sequential improvement. So, the business is coming back, it's not coming back at the pace that we wanted. And why do we believe that that's happening? We think there's an opportunity to actually simplify our product offering, and we've done that in real time both with our PremiumBeat offering and with our Pond5 offering. With PremiumBeat, for example, we've moved to subscription based kind of more of all-you-can-eat than individual tracks. We see that change happening in the marketplace. We want to make sure we offer customers exactly what they're looking for and the way they're looking for it. In Pond5, we just had a litany of offerings and plans, and now we've simplified that. And we believe that there's been a gap. And there's been a gap in an opportunity to offer more unlimited products. And not surprisingly, we think Envato fits nicely into that product opportunity for customers. So, I think if you think about what we're doing, this is not about the demand for Shutterstock. Customers continue to come to us looking for our products and services. This is about getting them into the right products and being competitive in the marketplace from a pricing perspective, from a simplification perspective, and just having what they need. And that's going to take us a little bit longer than we thought, but we are absolutely committed and confident that the Content business gets back to growth.

Understood. And then, just a follow-up on the 3D GenAI product with NVIDIA. Can you just talk about some of the use cases for this technology? I think you already said you had some customers on board.

Yeah. I think, look, it's super early days on the use cases. I think we mentioned beta customers coming on in September, but think everything that you used to do with 3D models in terms of using traditional models can now be done superfast and drive efficiency for those that are generating the models themselves. We mentioned some of the work we're doing in our Studios business, with Netflix and others. We just think about where 3D is used in immersive environments, in gaming, any place where customers need 3D, this becomes a tool that supercharges their workflow. And so, we're going to be on the front row. We have a front-row seat for all of the use cases and we're proud to be among the first with this kind of product in the marketplace.

One follow-up. I guess it's too early to discuss revenue recognition and accounting for this product. Is the revenue share you receive coming back at a pretty high margin?

So, I think the revenue share that we'll get, Bernie, is going to be effectively on a net basis. And so, it should come back at a high margin. I think what will bring the margin down to a more corporate average level of margin is the fact that we are going to share the benefits of this with our contributors. So, we are going to be paying a contributor royalty on any revenues that we generate from the 3D product. And that's consistent with the approach that we've taken to Data. That's consistent with the approach that we've taken to other GenAI products. And I think philosophically, our view is, as we innovate, sharing the benefits of that innovation with our contributor community is key.

Hi, this is Robert Zeller on for Youssef. Thanks for taking our questions. First, just on barter transactions, did you guys quantify what barter transaction sizes were in this quarter? And then, on licensing deals, as a regulatory environment heats up, it's a serious concern for AI players, which is probably a very big tailwind for you guys. So, can you just give an update on where you are with partnerships with the hyperscalers and major AI players? Thanks.

Sure. So, I wasn't quite sure what the first part of your question was. I think it was related to partnership transactions around the large hyperscalers. We have, over the course of the past several years, at various points in time, announced the names and logos of some of the world's largest companies that we've engaged with around generative AI. We believe that many of those companies are ahead of the curve in terms of understanding that the licenseability of AI training data is critical. And the regulatory environment as it evolves is continuing to evidence that. If you look at some of the evolutions that have recently happened around the EU AI Act, some of the proposed legislation in the US, some of the media headlines that are emerging around scraped data, it's becoming very clear that having model releases around the data that you use for generative AI model training is mission critical. It's mission critical to manage reputational risk, it's mission critical from an ethical perspective, and it's also mission critical from the commercialization of these future products and services that all of these companies are building. We believe that Shutterstock is really at the heart of that. We believe that apart and separate from what some of the publishers are doing with respect to digital media, what we're doing in respect to visual media is really groundbreaking and setting the stage for the long-term sustainability and durability of these GenAI products. So, we're really pleased with that. We're really proud of the companies that have done the diligence and really dug deep into our metadata and looked at the accuracy of it and looked at the fidelity of it, and selected Shutterstock for their data needs, and we hope to continue to grow and expand that business.

Hi. Thank you for taking my question. You mentioned that the decline in Content business was driven by weakness in new customer acquisition, but your existing subscriber base is also declining. Can you help us understand like what's driving the churn in your existing subscriber base? And what gives you confidence that trends can improve in the second half?

Sure, Nitin. So, we really haven't seen significant movements in churn from the perspective of our customers. There is a normal level of about 80% net revenue retention in Shutterstock's business as a whole. And so, to the extent that new customer acquisition is weaker than we expect, assuming churn is held constant, you would see a reduction in the total number of customers in the business. What I would also point out is, if you sort of trace our business back a few quarters, we've spoken at length about the elimination of the free trial in our business, and that was a free trial for subscriptions. And so, what we've seen is when you get rid of the free trial for subscriptions, customers are naturally pivoting to some of our more transactional and pack products. And so, that's also exacerbating some of the subscriber decline, is really a product mix shift away from products that erstwhile were free trial products towards products that are more transactional and pack in nature. These are highly retentive products. These are high AOV products. We just feel like we're doing the right thing long term for our business by eliminating the free trial and I think we're sticking with that strategy.

Thanks, Josh. To finish, I'd just like to thank our team, say a special welcome to our new Envato colleagues, and also a big thank you to our customers for putting your trust in us each and every day. Thanks for joining. This ends our call for today.

Thank you. This concludes the conference. Thank you for your participation. You may now disconnect.