10-Q

MONOTYPE IMAGING HOLDINGS INC.

Date: July 26, 2019

/s/ Scott E. Landers

Scott E. Landers

President, Chief Executive Officer and Director

(Principal Executive Officer and

Principal Accounting Officer)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2019

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number

001-33612

MONOTYPE IMAGING HOLDINGS INC.

(Exact name of registrant as specified in its charter)


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

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

Registrant’s telephone number, including area code: (781)

970-6000

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes

☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes

☒

☐

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


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	TYPE	NASDAQ Global Select Market

The number of shares outstanding of the registrant’s common stock as of July 18, 2019 was 41,288,487.

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

MONOTYPE IMAGING HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited and in thousands, except share and per share data)


	June 30, 2019			December 31, 2018
Assets
Current assets:
Cash and cash equivalents	$	47,763		$	60,106
Restricted cash		6,000			6,000
Accounts receivable, net of allowance for doubtful accounts of $555 at June 30, 2019 and $492 at December 31, 2018		47,076			55,943
Income tax refunds receivable		6,904			5,122
Prepaid expenses and other current assets		7,634			6,473

Total current assets		115,377			133,644
Right of use asset		14,320			—
Property and equipment, net		11,850			14,105
Goodwill		275,946			276,222
Intangible assets, net		71,265			74,699
Other assets		15,184			8,986

Total assets	$	503,942		$	507,656

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,748		$	1,719
Accrued expenses and other current liabilities		33,864			43,840
Accrued income taxes payable		180			510
Deferred revenue		10,777			10,337
Lease liability		3,701			—

Total current liabilities		50,270			56,406
Revolving line of credit		65,000			75,000
Other long-term liabilities		1,711			3,102
Deferred income taxes		36,891			35,083
Reserve for income taxes		—			2,471
Lease liability		12,053			—
Accrued pension benefits		5,956			5,888
Commitments and contingencies (Note 15)
Stockholders’ equity:
Preferred stock, $0.001 par value, Authorized shares: 10,000,000; Issued and outstanding: none		—			—
Common stock, $0.001 par value, Authorized shares: 250,000,000; Shares issued: 46,464,430 at June 30, 2019 and 45,803,288 at December 31, 2018		46			46
Additional paid-in capital		327,918			319,486
Treasury stock, at cost, 5,166,895 shares at June 30, 2019 and 4,504,236 shares at December 31, 2018		(92,747	)		(83,518	)
Retained earnings		102,973			99,605
Accumulated other comprehensive loss		(6,129	)		(5,913	)

Total stockholders’ equity		332,061			329,706

Total liabilities and stockholders’ equity	$	503,942		$	507,656

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

MONOTYPE IMAGING HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited and in thousands, except share and per share data)


	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
License revenue	$	54,136		$	48,093		$	96,008		$	93,960
Service revenue		9,100			12,594			18,584			23,410

Total revenue		63,236			60,687			114,592			117,370
Cost of revenue—license		8,231			7,282			15,033			16,894
Cost of revenue—service		2,759			2,674			5,560			5,498
Cost of revenue—amortization of acquired technology		843			860			1,700			1,724

Total cost of revenue		11,833			10,816			22,293			24,116

Gross profit		51,403			49,871			92,299			93,254
Operating expenses:
Marketing and selling		18,570			20,081			35,700			40,170
Research and development		6,764			8,456			14,205			17,752
General and administrative		11,588			11,858			23,607			27,476
Restructuring		32			6,376			8			6,570
Amortization of other intangible assets		829			965			1,661			1,989

Total operating expenses		37,783			47,736			75,181			93,957

Income (loss) from operations		13,620			2,135			17,118			(703	)
Other (income) expense:
Interest expense		781			945			1,689			1,797
Interest income		(83	)		(146	)		(220	)		(270	)
Other		239			(633	)		445			(535	)

Total other expense, net		937			166			1,914			992

Income (loss) before provision (benefit) for income taxes		12,683			1,969			15,204			(1,695	)
Provision for (benefit from) income taxes		2,376			1,274			2,237			(1,191	)

Net income (loss)	$	10,307		$	695		$	12,967		$	(504	)

Net income (loss) available to common stockholders—basic and diluted	$	9,971		$	666		$	12,558		$	(504	)

Net income (loss) per common share—basic and diluted	$	0.25		$	0.02		$	0.31		$	(0.01	)

Weighted-average number of shares outstanding:
Basic		40,026,865			40,418,308			40,015,672			40,436,595
Diluted		40,065,910			40,537,852			40,066,047			40,436,595

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

MONOTYPE IMAGING HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY – (Continued)

(in thousands, except share and per share data)

	Six Months Ended June 30, 2019
															Accumulated			Total
										Additional					Other			Stock-
	Common Stock				Treasury Stock					Paid-In		Retained			Comprehensive			holders’
	Shares		Amount		Shares		Amount			Capital		Earnings			Income (Loss)			Equity
Balance, December 31, 2018		45,803,288	$	46		4,504,236	$	(83,518	)	$	319,486	$	99,605		$	(5,913	)	$	329,706
Net income													12,967						12,967
Issuance of capital shares
—exercised options		49,643		—							334								334
—restricted share grants		540,658		—							—								—
—restricted units converted		70,841		—							—								—
Repurchase of unvested shares of restricted common stock						155,096		—											—
Purchase of treasury stock						425,928		(7,678	)										(7,678	)
Shares withheld						81,635		(1,551	)										(1,551	)
Stock based compensation											8,098								8,098
Dividends declared ($0.232 per share)													(9,599	)					(9,599	)
Unrecognized actuarial income, net of tax																22			22
Cumulative translation adjustment, net of tax																(238	)		(238	)
Balance, June 30, 2019		46,464,430	$	46		5,166,895	$	(92,747	)	$	327,918	$	102,973		$	(6,129	)	$	332,061

	Six Months Ended June 30, 2018
															Accumulated			Total
										Additional					Other			Stock
	Common Stock				Treasury Stock					Paid-In		Retained			Comprehensive			holders’
	Shares		Amount		Shares		Amount			Capital		Earnings			Income (Loss)			Equity
Balance, December 31, 2017		44,934,364	$	44		3,215,644	$	(64,083	)	$	298,113	$	97,815		$	(2,521	)	$	329,368
Net loss													(504	)					(504	)
Issuance of capital shares
—exercised options		242,079		—							3,383								3,383
—restricted share grants		476,875		—							—								—
—restricted units converted		84,865		—							—								—
Repurchase of unvested shares of restricted common stock						262,509		—											—
Purchase of treasury stock						44,600		(981	)										(981	)
Shares withheld						64,029		(1,517	)										(1,517	)
Stock based compensation											7,456								7,456
Dividends declared ($0.232 per share)													(9,784	)					(9,784	)
Cumulative adjustment, ASC 606 adoption													8,950						8,950
Unrecognized actuarial loss, net of tax																41			41
Cumulative translation adjustment, net of tax																(2,182	)		(2,182	)
Balance, June 30, 2018		45,738,183	$	44		3,586,782	$	(66,581	)	$	308,952	$	96,477		$	(4,662	)	$	334,230

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

MONOTYPE IMAGING HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited and in thousands)


	Six Months Ended June 30,
	2019			2018
Cash flows from operating activities
Net income (loss)	$	12,967		$	(504	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		6,337			6,447
Loss on extinguishment of debt		34			—
Loss on retirement of assets		21			10
Loss on abandonment of product line		—			3,223
Amortization of deferred financing costs and accreted interest		108			110
Stock based compensation		8,098			7,435
Provision for doubtful accounts		229			659
Deferred income taxes		1,829			(4,603	)
Unrealized currency (gain) on foreign denominated intercompany transactions		(38	)		(207	)
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable		8,677			4,345
Prepaid expenses and other assets		(7,317	)		(3,957	)
Accounts payable		31			(108	)
Income tax refunds receivable		(1,782	)		—
Accrued income taxes		(2,793	)		(1,013	)
Accrued expenses and other liabilities		(9,760	)		(9,801	)
Deferred revenue		460			1,283

Net cash provided by operating activities		17,101			3,319

Cash flows from investing activities
Purchases of property and equipment		(811	)		(2,125	)
Purchases of intangible assets		—			(160	)

Net cash used in investing activities		(811	)		(2,285	)

Cash flows from financing activities
Net payments on revolving line of credit		(10,200	)		(8,000	)
Proceeds from line of credit, net of issuance costs		42			—
Common stock dividends paid		(9,598	)		(9,604	)
Purchase of treasury stock		(7,678	)		(981	)
Payments for employee taxes on shares withheld		(1,551	)		(1,517	)
Proceeds from exercises of common stock options		334			3,382

Net cash used in financing activities		(28,651	)		(16,720	)
Effect of exchange rates on cash, cash equivalents and restricted cash		18			(304	)

Decrease in cash, cash equivalents and restricted cash		(12,343	)		(15,990	)
Cash, cash equivalents and restricted cash at beginning of period		66,106			100,809

Cash, cash equivalents and restricted cash at end of period	$	53,763		$	84,819

Noncash transactions:
Borrowing under revolving line of credit	$	158		$	—

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

MONOTYPE IMAGING HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2019

1. Nature of the Business

Monotype Imaging Holdings Inc. (the “Company” or “we”) is a leading global provider of branded and design assets, technology and expertise for creative professionals and consumer device manufacturers. We provide high-quality creative assets and technology solutions across multiple devices and mediums. Our solutions, which include type, visual content marketing solutions, custom design services, and tools and technologies that enable the creative process are licensed through our direct sales channel,

e-commerce

platforms and partner platforms. We also provide consumer device manufacturers and independent software vendors, or ISVs, with the right solutions for delivering consistent, compelling user experiences. Our solutions power the visual expression of the leading makers of a wide range of devices, including laser printers, digital copiers and mobile devices, among others, as well as provide a high-quality text experience in numerous software applications and operating systems. We license our design assets and technology to creative professionals, consumer device manufacturers and independent software vendors.

We are headquartered in Woburn, Massachusetts and we operate in

one

business segment: the development, marketing and licensing of design assets and technology. We also maintain various offices worldwide for selling and marketing, research and development and administration. At

June 30,

2019, we conduct our operations through

four

domestic operating subsidiaries, Monotype Imaging Inc., Monotype ITC Inc. (“ITC”), MyFonts Inc. (“MyFonts”) and Olapic, Inc., and

six

foreign operating subsidiaries, Olapic Argentina S.A., Monotype Ltd. (“Monotype UK”), Monotype GmbH (“Monotype Germany”), Monotype Solutions India Pvt. Ltd. (“Monotype India”), Monotype Hong Kong Ltd. (“Monotype Hong Kong”) and Monotype KK (“Monotype Japan”).

2. Basis of Presentation

The accompanying unaudited condensed consolidated interim financial statements as of June 30, 2019 and for the three and six months ended June 30, 2019 and 2018 include the accounts of the Company and its wholly-owned subsidiaries and have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for Quarterly Reports on

Form 10-Q

and Article 10 of Regulation

S-X.

Accordingly, such financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. GAAP requires the Company’s management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates. The results for interim periods are not necessarily indicative of results to be expected for the year or for any future periods. In management’s opinion, these unaudited condensed consolidated interim financial statements contain all adjustments of a normal recurring nature necessary for a fair presentation of the financial statements for the interim periods presented.

We have elected to present the analysis of changes in stockholders’ equity quarterly in statement form for the current and comparative quarter to date and year to date interim periods and state the amount of dividends per share in the aggregate for each class of shares in accordance with the provisions in Regulation S-X, Rule 8-03(a)(5) and 10-01(a)(7).

These unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2018, as reported in the Company’s Annual Report on

Form 10-K.

The Company’s significant accounting policies and practices are as described in the Annual Report, except for the adoption of the accounting standards described in Note 3 below.

Statement of Operations

We classify cloud-based subscriptions and other services, such as font related services, custom font design and post contract support as service revenue on our condensed consolidated statements of operations. All other revenue is classified as license revenue.

2016-02,

right-of-use

asset and lease obligation will be recorded for all leases, whether operating or financing, while the income statement will reflect lease expense for operating leases and amortization/interest expense for financing leases. The balance sheet amount recorded for existing leases at the date of adoption of ASU

2016-02

must be calculated using the applicable incremental borrowing rate at the date of adoption. This guidance is effective for annual and interim periods beginning after December 15, 2018.

We adopted ASU

2016-02

on January 1, 2019. We elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things allows us to carryforward the historical lease classification. We also elected the practical expedient that allows an accounting policy election to exclude right of use assets and lease obligations from the balance sheet for all leases with an initial term of 12 months or less.

As permitted in the standard, the Company is using a modified retrospective approach, where current periods are shown under the new standard, while comparative periods are shown under Accounting Standard Codification No. 840, Leases (prior to the adoption of ASU

2016-02),

where entities recognize a cumulative effect to retained earnings at the date of adoption without restating prior periods’ balances or disclosures.

The adoption of ASU

2016-02

on January 1, 2019, had a material impact on our consolidated balance sheet, but did not have a material impact on our consolidated statements of operations or cash flows. The most significant impact of the adoption of ASU

2016-02

was the recognition of additional

right-of-use

assets and lease liabilities for operating leases. At adoption, the Company recognized

right-of-use

assets of approximately $14.4 million and total lease liabilities of $15.9 million.

Derivatives

In August 2017, the FASB issued ASU

No. 2017-12,

Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.

This guidance simplifies the application of the hedge accounting guidance in current GAAP and improves the financial reporting of hedging relationships by allowing entities to better align their risk management activities and financial reporting for hedging relationships through changes to both designation and measurement for qualifying hedging relationships and the presentation of hedge results. Further, the new guidance allows more flexibility in the requirements to qualify and maintain hedge accounting. The new standard is effective for fiscal years beginning after December 15, 2018 and interim periods. We adopted ASU

2017-12

on January 1, 2019 and there was no material impact on our consolidated financial statements.

Comprehensive Income

In February 2018, the FASB issued ASU

2018-02,

Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated

Other Comprehensive Income.

This guidance allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from Tax Cuts and Jobs Act (“The Act”). The new standard is effective for annual and interim periods beginning after December 15, 2018. We adopted this pronouncement on January 1, 2019 and elected to not reclassify the stranded federal corporate tax rate effects to retained earnings, which amount to approximately $0.6 million.

Pending

Internal Use Software

In August 2018, the FASB issued ASU

2018-15,

Intangibles

– Goodwill and Other –

Internal-Use

Software (Topic

350-40):

Customer’s Accounting for Implementation of Cost Incurred in a Cloud Computing Arrangement that is Considered a Service Contract,

(“ASU

2018-15”)

This update clarifies the accounting for implementation costs related to a cloud computing arrangement that is a service contract previously defined in ASU

2015-05.

This guidance is effective for annual and interim reporting periods beginning after December 15, 2019, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU

2018-15;

however, we do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

Defined Benefit Pension Plan

In August 2018, the FASB issued ASU

2018-14,

Compensation—Retirement Benefits—Defined Benefit Plans—General: Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans,

(“ASU

2018-14”)

This guidance eliminates requirements for certain disclosures and requires certain additional disclosures concerning the company’s defined benefit pension plans and other postretirement plans. This guidance is effective for annual and interim reporting periods beginning after December 15, 2020, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU

2018-14;

however, we do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

Fair Value Measurement

In August 2018, the FASB issued ASU

2018-13,

Fair Value Measurement (Topic 820):

Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement,

(“ASU

2018-13”).

This guidance is designed to improve the effectiveness of the disclosure. The new standard is effective for annual and interim reporting periods beginning after December 15, 2019, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU

2018-13;

however, we do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

Goodwill

In January 2017, the FASB issued ASU

2017-04,

Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment

, which eliminated step 2 from the goodwill impairment test. This guidance is effective for annual and interim reporting periods beginning after December 15, 2019, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU

2017-04;

however, we do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

Financial Instruments – Credit Losses

In June 2016, the FASB issued ASU

2016-13,

Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

, which requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The new standard is effective for annual and interim periods beginning after December 15, 2019, with early adoption permitted. We are currently evaluating the impact of the adoption of ASU

2016-13;

however, we do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

4. Revenue Recognition

We recognize revenue when a customer obtains control of a promised good or service. The amount of revenue recognized reflects consideration that we expect to be entitled to receive in exchange for these services, and excludes any sales incentives and taxes collected from customers, that are subsequently remitted to governmental authorities.

Nature of Licenses and Services & Timing of Revenue Recognition

Creative Professional Revenue

Our Creative Professional revenue is primarily derived from rights to use font licenses, custom font design services, our web font and digital ad related services (which includes our web font services and web design tools), and hosted software as a service, or SaaS, offerings. We license fonts directly to

end-users

through our direct sales organization,

e-commerce

websites and indirectly through third-party resellers. Our customers include graphic designers, advertising agencies, media organizations and corporations.

Revenue from font licenses is recognized upfront when the font software is delivered or made available to the customer. Custom font design services are generally not a separate distinct performance obligation and are sold with a license for the custom font, in which case revenue is recognized upon completion of the services and when the font is delivered and accepted by the customer. In limited cases, the Company has an enforceable right to payment prior to final delivery and acceptance of custom font design work. In these cases the Company has determined that the proper treatment is a single over-time performance obligation using input methods (incurred hours towards completion) to measure progress towards completion to determine the pattern of satisfaction of the performance obligation.

For our hosted offerings where we provide our customers the right to access our software without taking possession, revenue is recognized over the contract period on a time-elapsed basis, which is consistent with the transfer of service to the customer. Payment terms and conditions for Creative Professional contracts generally require payment within thirty to sixty days of contract inception. An exception exists for certain contracts for our SaaS offerings or a limited number of multi-year term license agreements which have periodic payment terms, generally quarterly or annually, over the term of the contract. In instances where the timing of revenue recognition differs from the respective payment terms, we have considered whether such contracts include a significant financing component, subject to the applicable practical expedient. The purpose of these payment structures is to align with industry and market standards, not to provide customers with financing. We have determined our contracts generally do not include a significant financing component; however, the Company will continue to assess (1) the length of time between when the goods or services are delivered and expected payment, and (2) prevailing interest rates in the market to

re-evaluate

this conclusion.

OEM Revenue

Our OEM revenue is derived substantially from printer imaging, printer driver and display imaging products and primarily relates to licenses providing our customers the right to embed our fonts and technology in their products over a certain term. Under our OEM licensing arrangements, we either receive a fixed fee as specified under the license arrangement or a royalty for each product unit incorporating our fonts and technology that is shipped by our OEM customers. Although significantly less than royalties from per-unit shipments and fixed fees from OEM customers, we also receive revenue from software application and operating systems vendors, who include our fonts and technology in their products and for font development. Revenue from per-unit royalty contracts is estimated and recognized in the period that the royalty-bearing event or sale by our OEM customer occurs. Revenue from fixed fee licenses is generally recognized upfront at the point in time when the software embodying the font is shipped or made available to the

customer. Certain OEM contracts may include customer support services and unspecified updates for our font technology which is a distinct stand-ready performance obligation and recognized ratably over the service period. Many of our

per-unit

royalty licenses continue for the duration that our OEM customers ship products that include our technology, unless terminated for breach. Other licenses have terms that typically range from one fiscal quarter to five years, and usually provide for automatic or optional renewals.

Disaggregated Revenue

The following table presents our revenue disaggregated by the timing of revenue recognition as well as by type of product or services offered (see Note 13 for further information regarding revenue by major markets and revenue by geography):


	For the Three Months Ended June 30,
	2019						2018
	Creative Professional		OEM		Total		Creative Professional		OEM		Total
License revenue:
License transferred at a point in time	$	27,049	$	27,087	$	54,136	$	27,215	$	20,878	$	48,093
Service revenue:
Service transferred at a point in time		436		409		845		568		720		1,288
Service transferred over time		7,740		515		8,255		10,634		672		11,306

Total	$	35,225	$	28,011	$	63,236	$	38,417	$	22,270	$	60,687


	For the Six Months Ended June 30,
	2019						2018
	Creative Professional		OEM		Total		Creative Professional		OEM		Total
License revenue:
License transferred at a point in time	$	51,188	$	44,820	$	96,008	$	52,749	$	41,211	$	93,960
License transferred over time		—		—		—		—		—		—
Service revenue:
Service transferred at a point in time		868		605		1,473		1,190		1,705		2,895
Service transferred over time		15,932		1,179		17,111		19,476		1,039		20,515

Total	$	67,988	$	46,604	$	114,592	$	73,415	$	43,955	$	117,370

Significant Judgments

Our contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Once we determine the performance obligations, the Company determines the transaction price, which includes estimating the amount of variable consideration to be included in the transaction price, if any. We then allocate the transaction price to each performance obligation in the contract based on a relative stand-alone selling price method. The corresponding revenue is recognized as the related performance obligations are satisfied as discussed in the revenue categories above.

Judgment is required to determine the standalone selling price for each distinct performance obligation. We determine standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, we estimate the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations.

With the exception of OEM royalty licenses, our contracts do not generally include a variable component to the transaction price. If royalties are not yet reported to us for the period in which the subsequent sale is expected to occur, we are required to

estimate such royalties. When a new contract is signed for the licensing of IP on a

per-unit

basis, we deliver the licenses and based on ongoing discussions with the customer, we will estimate when the distribution will begin and estimate royalties based on distribution forecasts provided by the customer. For ongoing arrangements, we have developed a process to estimate

per-unit

royalties based on historical data, trends, seasonality, knowledge of changes in contracts/rates, and quarterly discussions with sales personnel to identify significant changes in the customer’s distribution forecast (via seasonality, introduction of new products, discontinuation of products, etc.). Revenue related to the estimation of

per-unit

royalties was

5.5

million and $

4.6

million for the

three

months ended June 30, 2019 and 2018, respectively.

As discussed above, certain of our Creative Professional contracts have payment terms that differ from the timing of revenue recognition which requires us to assess whether the transaction price for those contracts include a significant financing component. We have elected the practical expedient which permits an entity to not adjust for the effects of a significant financing component if we expect that at the contract inception, the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less. For those contracts in which the period exceeds the one year threshold, this assessment, as well as the quantitative estimate of the financing component and its relative significance, requires judgment. We estimate the significant financing component provided to our customers with extended payment terms by determining the present value of the future payments by applying a discount rate that reflects the customer’s creditworthiness.

Transaction Price Allocated to Future Performance Obligations

The aggregate amount of transaction price allocated to performance obligations consists principally of amounts billed for undelivered services that are included in deferred revenue, as well as unbilled backlog, which is the amount of transaction price allocated to unsatisfied or partially unsatisfied performance obligations, for enforceable contracts when there is not a present unconditional right to invoice (a receivable). Substantially all the long-term amount is expected to be recognized as revenue within the following 24 month period. The aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied or are partially satisfied as of June 30, 2019 and December 31, 2018 are in the table below (in thousands):


	June 30, 2019						December 31, 2018
	Current		Long-term		Total		Current		Long-term		Total
Deferred revenue	$	10,777	$	1,566	$	12,343	$	10,337	$	1,552	$	11,889
Unbilled backlog		3,389		1,679		5,068		5,666		1,837		7,503

Total	$	14,166	$	3,245	$	17,411	$	16,003	$	3,389	$	19,392

Contract Balances

Timing of revenue recognition may differ from the timing of invoicing to customers. We record an unbilled receivable, or contract asset, when revenue is recognized prior to invoicing and when we have an enforceable right to payment. When invoicing occurs prior to revenue recognition, we have unearned revenue, or contract liabilities, presented on our condensed consolidated balance sheet as “deferred revenue” within deferred revenue and other long-term liabilities, as appropriate at June 30, 2019 and December 31, 2018. When invoicing occurs after revenue recognition, we have earned revenue, or contract assets, presented on our condensed consolidated balance sheet as “unbilled receivables” within accounts receivable and other assets, as appropriate at June 30, 2019 and December 31, 2018.

Revenue recognized during the three months ended June 30, 2019 and 2018 from amounts included in deferred revenue at the beginning of the period were approximately $3.7 million and $7.6 million, respectively. Revenue recognized during the six months ended June 30, 2019 and 2018 from amounts included in deferred revenue at the beginning of the period were approximately $9.4 million and $14.4 million, respectively. Revenue recognized during the three and six months ended June 30, 2019 from performance obligations satisfied or partially satisfied in previous periods, mainly due to changes in the estimate of royalty revenues, was $5.5 million. Revenue recognized during the three and six months ended June 30, 2018 from performance obligations satisfied or partially satisfied in previous periods, mainly due to changes in the estimate of royalty revenues, was $4.6 million. During the three and six months ended June 30, 2019 and 2018, the change in contract assets reclassified to receivables as a result of the right to the transaction consideration becoming unconditional was not material. The contract modifications entered into during the six months ended June 30, 2019 and June 30, 2018 did not have a significant impact on the Company’s contract assets or deferred revenue.

Costs to Obtain and Fulfill a Contract

We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that certain commissions paid under our sales incentive programs meet the requirements to be capitalized. The amount capitalized for incremental costs to obtain contracts as of June 30, 2019 was $4.2 million, all of which was long term and has been included in other assets in our condensed consolidated balance sheet. Costs to obtain a contract are

amortized as sales and marketing expense over the expected period of benefit in a manner that is consistent with the transfer of the related goods or services to which the asset relates. The judgments made in determining the amount of costs incurred include whether the commissions are in fact incremental and would not have occurred absent the customer contract and the estimate of the amortization period, which ranges between three and ten years depending on the nature of the performance obligations within the contract. These costs are periodically reviewed for impairment; however, no impairment existed as of June 30, 2019 or as of December 31, 2018. The amount of capitalized costs related to contracts which were terminated on or before June 30, 2019, due to the customer exercising an opt-out clause or the cancellation of an anticipated renewal was not material and was charged to operating expenses in the first half of 2019.

We have elected to apply the practical expedient and recognize the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less.

We capitalize incremental costs incurred to fulfill our contracts that (i) relate directly to the contract, (ii) are expected to generate resources that will be used to satisfy the Company’s performance obligation under the contract, and (iii) are expected to be recovered through revenue generated under the contract. Contract fulfillment costs primarily relate to font license fees that we pay on certain fonts that are owned by third parties. These fees are related to license revenue that is satisfied at a point in time and payable again upon license renewal, and as a result are incurred immediately upon contract execution. Accordingly, there were no capitalized costs related to costs to fulfill a contract as of June 30, 2019 or as of December 31, 2018.


	Fair Value Measurement at December 31, 2018
	Total		Quoted Prices (unadjusted) in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents—money market funds	$	28,940	$	28,940	$	—	$	—
Restricted cash equivalents—money market fund		6,000		6,000		—		—

Total current assets	$	34,940	$	34,940	$	—	$	—

Total assets	$	34,940	$	34,940	$	—	$	—

The Company’s recurring fair value measures relate to short-term investments, which are classified as cash equivalents, derivative instruments and from

time-to-time

as contingent consideration. The fair value of our cash equivalents are either based on quoted prices (unadjusted) for similar assets or other observable inputs such as yield curves at commonly quoted intervals and other market corroborated inputs. The fair value of our derivatives is based on quoted market prices from various banking institutions or an independent third-party provider for similar instruments. In determining the fair value, we consider our

non-performance

risk and that of our counterparties. At June 30, 2019, we had one

30-day

forward contract to sell 2.7 million British pounds sterling and purchase $3.4 million that together, had an immaterial fair value. At December 31, 2018, we had one

30-day

forward contract to sell 2.7 million British pounds sterling and purchase $3.4 million that together, had an immaterial fair value.

The Company’s

non-financial

assets and

non-financial

liabilities subject to non-recurring measurements include goodwill and intangible assets.

8. Leases

We have operating leases for corporate offices and certain equipment. Our leases have remaining lease terms of 1 year to 6 years, some of which contain options to extend the leases for up to 5 years and some which include options to terminate the leases within 1 year. We have lease agreements with lease and

non-lease

components, which are generally accounted for separately.

We determine if an arrangement is a lease at inception. Operating leases are included in the operating lease

right-of-use

(“ROU”) assets and the short-term and long-term lease liabilities on our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Pursuant to the terms of the lease agreement for the Company’s NY office, the Company obtained a standby

letter-of-credit

in the amount of approximately $0.5 million as security on the lease obligation. The

letter-of

credit is a reduction of the available borrowings under the Credit facility.

The components of lease expense were as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Finance lease cost	$	—	$	—	$	—	$	—
Operating lease cost		1,137		—		2,291		—
Short-term lease cost		10		—		10		—
Variable lease cost		107		—		159		—

Total lease cost	$	1,254	$	—	$	2,460	$	—

Supplemental cash flow information related to leases was as follows (in thousands):


	Six Months Ended June 30,
	2019		2018
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	1,215		—
Right-of-use assets obtained in exchange for lease obligations:
Operating leases		1,890		—

Supplemental balance sheet information related to leases was as follows:


	Six Months Ended June 30,
	2019		2018
Weighted average remaining lease term:
Operating leases		4.75 years		—
Weighted average discount rate:
Operating leases		3.92%		—

As of June 30, 2019, we have additional operating leases, primarily for corporate offices, that have not yet commenced of $2.1 million. These operating leases will commence in 2019 with lease terms of 1 to

years. Maturities of operating lease liabilities were as follows (in thousands):

Twelve months ending June 30:


2020	$	4,250
2021		3,740
2022		3,543
2023		2,451
2024		1,473
Thereafter		1,813

Total future minimum lease payments	$	17,270
Less: amounts representing interest		(1,516	)

Total lease liabilities	$	15,754
Less: current operating lease liability		(3,701	)

Long-term operating lease liability	$	12,053

9. Debt

On March 22, 2019, the Company entered into a new credit agreement (the “New Credit Agreement”) by and among the Company, the Company’s subsidiary, Monotype Imaging Inc., (“the Borrower”), any financial institution that becomes a Lender and Bank of America, N.A., as administrative agent. Pursuant to the New Credit Agreement the Lenders have agreed to provide the Borrower with a five-year $200.0 million senior secured revolving credit facility (the “Credit Facility”). The Credit Facility permits the Company to request that the Lenders, at their election, increase the secured credit facility to a maximum of $300.0 million. The Credit Facility provides more flexibility in addition to an increased borrowing capacity and extended terms, as defined above. The New Credit Agreement replaced the Company’s existing $150.0 million revolving credit facility (the “Original Credit Agreement”) by and between the Company and Silicon Valley Bank. The Original Credit Agreement was terminated effective March 22, 2019 and was scheduled to expire on September 15, 2020. The Company had $75.0 million outstanding under the Original Credit Agreement at December 31, 2018. Available borrowings under the Original Credit Agreement were reduced by approximately $0.5 million for one standby letter of credit issued in connection with a facility lease agreement, leaving $74.5 million available for borrowings at December 31, 2018. At June 30, 2019, the Company had $65.0 million outstanding under the Credit Facility. Available borrowings under the Credit Facility have been reduced by approximately $0.5 million for one standby letter of credit issued in connection with a facility lease agreement, leaving $134.5 million available for borrowings at June 30, 2019.

Borrowings under the Credit Facility bear interest through March 21, 2024 at a variable rate per annum equal to LIBOR plus between 1.0% and 1.625%, or at the Borrower’s option, the higher of (i) the prime rate as announced by Bank of America and (ii) 0.5% plus the overnight federal funds rate, plus in each case, between 0.0% and 0.625%, with the exact interest rate margin determined based on the consolidated leverage ratio. At June 30, 2019, our rate, inclusive of applicable margins, was 3.3% for LIBOR. At December 31, 2018, our rate under the Original Credit Agreement, inclusive of applicable margins, was 4.3% for LIBOR. The Company is required to pay a commitment fee, based on the consolidated leverage ratio, equal to 0.175%, 0.20%, 0.225% or 0.25% per annum on the undrawn portion available under the revolving credit facility and variable per annum fees in respect of outstanding letters of credit. In connection with the New Credit Agreement, the Company incurred closing and legal fees of approximately $1.0 million, which have been accounted for as deferred financing costs, that, together with approximately $0.3 million of unamortized deferred financing costs associated with loan syndicate lenders who participated in the new facility, will be amortized to interest expense over the term of the New Credit Agreement. In addition, $34 thousand of unamortized deferred financing costs associated with the

pro-rata

share of prior loan syndicate lenders that did not participate in the new facility were written off and charged to other expense in the first quarter of 2019.

The New Credit Agreement includes financial covenants which require the Company to maintain

(i) a consolidated leverage ratio of no greater than 3.25 to 1.0 or, upon a qualified acquisition subject to certain conditions, 3.75 to 1.0 and (ii) a minimum consolidated interest coverage ratio of 3.00 to 1.0.

At June 30, 2019, our consolidated leverage ratio was 0.59 to 1.0 and our consolidated interest coverage ratio was 21.38 to 1.0. The New Credit Agreement also contains customary affirmative and negative covenants for transactions of this type and other affirmative and negative covenants agreed to by the parties, including, among others, limits on the Company and its subsidiaries’ ability to incur debt or liens, engage in sale-leaseback transactions, make loans, investments and acquisitions, incur additional indebtedness, engage in mergers, enter into asset sales, transact with affiliates and alter its business. Adjusted EBITDA, under the Credit Facility, is defined as consolidated net earnings (or loss), plus net interest expense, income taxes, depreciation and amortization, and share based compensation expense, plus acquisition expenses not to exceed $2.0 million, minus capitalized research and development expense, plus restructuring, issuance costs, cash

non-operating

costs and other expenses or losses minus cash

non-operating

gains and other

non-cash

gains; provided, however that the aggregate of all cash

non-operating

expense shall not exceed 10% of Consolidated EBITDA. The New Credit Agreement also provides for a number of customary events of default, including, among others, payment, bankruptcy, covenant, representation and warranty, change of control and judgment defaults. Failure to comply with these covenants, or the occurrence of an event of default, could permit the Lenders under the New Credit Agreement to declare all amounts borrowed under the New Credit Agreement, together with accrued interest and fees, to be immediately due and payable. The obligations of the Borrower under the Credit Facilities are unconditionally guaranteed by the Company and certain subsidiaries and secured by a lien on substantially all of the present and future property and assets of the Company and such subsidiaries, in each case, subject to limited exceptions and exclusions.

10. Income Taxes

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


	Three Months Ended June 30,
	2019					2018
Provision for income taxes at statutory rate	$	2,663		21.0	%	$	414		21.0	%
State and local income taxes, net of federal tax benefit		265		2.1	%		26		1.3	%
Foreign tax credit valuation allowance		(1,299	)	(10.2	)%		—		—
Impact of foreign income		415		3.2	%		790		40.1	%
Permanent non-deductible expense		274		2.2	%		60		3.1	%
Net shortfall (windfall) on stock based compensation		111		0.9	%		(39	)	(1.9	)%
Other, net		(53	)	(0.5	)%		23		1.1	%

Reported income tax provision	$	2,376		18.7	%	$	1,274		64.7	%


	Six Months Ended June 30,
	2019					2018
Provision (benefit) for income taxes at statutory rate	$	3,193		21.0	%	$	(356	)	21.0	%
State and local income taxes, net of federal tax benefit		318		2.1	%		(51	)	3.0	%
Foreign tax credit valuation allowance		(1,557	)	(10.2	)%		—		—
Impact of foreign income (loss)		505		3.3	%		(448	)	26.4	%
Permanent non-deductible expense		334		2.2	%		(241	)	14.2	%
Net shortfall (windfall) on stock based compensation		218		1.4	%		(156	)	9.2	%
Reversal of reserve for income taxes		(544	)	(3.6	)%		—		—
Other, net		(230	)	(1.5	)%		61		(3.5	)%

Reported income tax (benefit)	$	2,237		14.7	%	$	(1,191	)	70.3	%

As of June 30, 2019, the liability for unrecognized tax benefits was approximately $4.0 million, all of which is recorded as a reduction of deferred tax assets.

The following presents a reconciliation of the numerator and denominator used in the calculation of basic net income (loss) per share and a reconciliation of the numerator and denominator used in the calculation of diluted net income (loss) per share (in thousands, except share and per share data):


	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Numerator:
Net income (loss), as reported	$	10,307		$	695		$	12,967		$	(504	)
Less: net income (loss) attributable to participating securities		(336	)		(29	)		(409	)		—

Net income (loss) available to common shareholders—basic	$	9,971		$	666		$	12,558		$	(504	)

Denominator:
Basic:
Weighted-average shares of common stock outstanding		41,377,788			42,188,672			41,321,044			42,252,027
Less: weighted-average shares of unvested restricted common stock outstanding		(1,350,923	)		(1,770,364	)		(1,305,372	)		(1,815,432	)

Weighted-average number of common shares used in computing basic net income (loss) per common share		40,026,865			40,418,308			40,015,672			40,436,595

Net income (loss) per share applicable to common shareholders—basic	$	0.25		$	0.02		$	0.31		$	(0.01	)


	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Numerator:
Net income (loss) available to common shareholders—basic	$	9,971		$	666		$	12,558		$	(504	)
Add-back: undistributed earnings allocated to unvested shareholders		180			—			107			—
Less: undistributed earnings reallocated to unvested shareholders		(180	)		—			(107	)		—

Net income (loss) available to common shareholders—diluted	$	9,971		$	666		$	12,558		$	(504	)

Denominator:
Diluted:
Weighted-average shares of common stock outstanding		41,377,788			42,188,672			41,321,044			42,252,027
Less: weighted-average shares of unvested restricted common stock outstanding		(1,350,923	)		(1,770,364	)		(1,305,372	)		(1,815,432	)
Weighted-average number of common shares issuable upon exercise of outstanding stock options		39,045			119,544			50,375			—

Weighted-average number of common shares used in computing diluted net income (loss) per common share		40,065,910			40,537,852			40,066,047			40,436,595

Net income (loss) per share applicable to common shareholders—diluted	$	0.25		$	0.02		$	0.31		$	(0.01	)

12. Stockholders’ Equity

Share repurchases

On May 3, 2018, the Company’s Board of Directors approved a share purchase program permitting repurchases of up to $25.0 million of the Company’s outstanding shares of common stock through

June 7, 2019

. During the quarter ended June 30, 2019, the Company repurchased a total of 55,428 shares of its common stock for an aggregate purchase price of $1.1 million, including brokers’ fees. Intended to offset shareholder dilution, the Company expected to make repurchases periodically, either on the open market or in privately negotiated transactions, subject to availability, as business and market conditions warrant, through April 29, 2019, at which date the maximum amount of purchases was reached. The share purchase program did not obligate the Company to acquire any particular amount of common stock, and the program may have been suspended or discontinued at management’s and/or the Board of Director’s discretion.

Stock Based Compensation

We account for stock based compensation in accordance with ASC Topic No. 718,

Compensation – Stock Compensation,

which requires the measurement of compensation costs at fair value on the date of grant and recognition of compensation expense over the service period for awards expected to vest. The following presents the impact of stock based compensation expense on our condensed consolidated statements of operations (in thousands):


	Three Months Ended June 30,					Six Months Ended June 30,
	2019		2018			2019		2018
Marketing and selling	$	1,702	$	2,152		$	3,472	$	3,886
Research and development		640		893			1,362		1,881
General and administrative		1,537		1,545			3,264		3,070
Restructuring		—		(1,402	)		—		(1,402	)

Total expensed	$	3,879	$	3,188		$	8,098	$	7,435
Property and equipment		—		7			—		21

Total stock based compensation	$	3,879	$	3,195		$	8,098	$	7,456

As of June 30, 2019, the Company had $24.8 million of unrecognized compensation expense related to employees and directors’ unvested stock awards and stock units that are expected to be recognized over a weighted average period of 2.1 years.

13. Segment Reporting

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Creative Professional	$	35,225	$	38,417	$	67,988	$	73,415
OEM		28,011		22,270		46,604		43,955

Total	$	63,236	$	60,687	$	114,592	$	117,370

Geographic segment information

We market our products and services principally through offices in the United States, United Kingdom, Germany, China, Republic of Korea and Japan. We report revenue based on the geographic location of our customers. For example, licenses may be sold to large international companies, which may be headquartered in the Republic of Korea, such revenues would be included in the revenue for Rest of World.

The following table summarizes revenue by customer location (in thousands of dollars, except percentages):


	Three Months Ended June 30,
	2019					2018
	Sales		% of Total			Sales		% of Total
	(In thousands, except percentages)
United States	$	34,396		54.4	%	$	27,086		44.6	%
Japan		9,748		15.4			11,718		19.3
Europe, Middle East and Africa (EMEA)		13,934		22.0			15,060		24.8
Rest of World		5,158		8.2			6,823		11.3

Total	$	63,236		100.0	%	$	60,687		100.0	%


	Six Months Ended June 30,
	2019					2018
	Sales		% of Total			Sales		% of Total
	(In thousands, except percentages)
United States	$	57,612		50.3	%	$	51,971		44.3	%
Japan		19,382		16.9			23,370		19.9
Europe, Middle East and Africa (EMEA)		27,391		23.9			30,064		25.6
Rest of World		10,207		8.9			11,965		10.2

Total	$	114,592		100.0	%	$	117,370		100.0	%

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


	June 30, 2019		December 31, 2018
Long-lived assets:
United States	$	308,586	$	303,046
United Kingdom		3,864		3,484
Germany		55,302		54,357
Asia (including Japan)		5,629		4,139
Total	$	373,381	$	365,026

14. Restructuring

In December 2017, the Company implemented a restructuring plan to accelerate the integration of the Olapic business into the core of Monotype in an effort to improve operational efficiencies and to align its investment in the Olapic business to better support it over time. The plan provided for the elimination of 89 positions worldwide. As part of this plan, the Company recorded charges of approximately $3.0 million for severance and termination benefits and $0.2 million of facilities and associated costs. This restructuring was completed in the third quarter of 2018.

On June

2018

, the Company implemented a restructuring plan, under which the Company reduced headcount in certain areas of the Company, made the decision to cease sales and marketing of the Swyft product and service line and to close a regional office, all in an effort to improve operational efficiencies. The plan provided for the elimination of approximately

positions worldwide across a variety of functions, with a concentration within engineering, as well as sales and marketing. The Company recorded net charges totaling $

6.8

million related to severance and termination benefits, net of stock based compensation reversal, the write off of goodwill and intangible assets attributable to Swyft, the acceleration of the final deferred compensation payment to the founders of Swyft, and charges associated with the office closure. We reversed $

1.4

million of stock based compensation expense as a result of forfeitures of awards by employees included in the restructuring plan. In the six months ended June

2019

, the severance and termination accrual was reduced based on the completion of certain final termination agreements. This restructuring plan was completed by December

2018

, other than the payment of deferred termination benefits to certain terminated employees.

The Company continued to refine its cost structure, and in December 2018, implemented a restructuring plan in an effort to improve operational efficiencies. The plan provided for the elimination of 15 positions worldwide, including the positions held by

two

of the Olapic founders. To date, the Company recorded charges of approximately $1.0 million for severance and termination benefits associated with this plan and $0.9 million of accelerated expense associated with the final deferred compensation payment in connection with the departure of those founders. In addition, $0.9 million was recorded for additional stock based compensation expense associated with the acceleration of the vesting of those departing founders’ equity grants in accordance with the separation agreements. This restructuring plan was completed in the second quarter of 2019, other than the payment of deferred termination benefits to certain terminated employees.

The following presents the details of the restructuring expense line item within our consolidated statements of operations (in thousands):


	Three Months Ended June 30,
	2019		2018
Severance and termination benefits	$	32	$	4,032
Reversal of stock based compensation expense		—		(1,402	)
Accelerated deferred compensation		—		523
Intangible assets impairment		—		2,623
Write off of allocated goodwill		—		600

Total restructuring	$	32	$	6,376

	Six Months Ended June 30,
	2019		2018
Severance and termination benefits	$	8	$	4,226
Reversal of stock based compensation expense		—		(1,402	)
Accelerated deferred compensation		—		523
Intangible assets impairment		—		2,623
Write off of allocated goodwill		—		600
Total restructuring	$	8	$	6,570

The following presents a rollforward of the restructuring reserves and provision activity (in thousands):


	Personnel related
Restructuring reserve at January 1, 2019	$	2,968
Restructuring charges		(24	)
Cash payments		(1,595	)
Foreign currency exchange rate changes		(9	)

Restructuring reserve at March 31, 2019		1,340
Restructuring charges		32
Cash payments		(807	)
Foreign currency exchange rate changes		(8	)

Restructuring reserve at June 30, 2019	$	557

Future cash expenditures related to the restructuring are expected to be approximately $0.4 million, net of tax savings.

15. Commitments and Contingencies

Legal Proceedings

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

Licensing Warranty

Under our standard license agreement with OEM customers, we warrant that the licensed technologies are free of infringement claims of intellectual property rights and will meet the specifications as defined in the licensing agreement for a one-year period. Under the licensing agreements, liability for such indemnity obligations is limited, generally to the total arrangement fee; however, exceptions have been made on a case-by-case basis, increasing the maximum potential liability to agreed-upon amounts at the time the contract is entered into or unlimited liability. We have never incurred costs payable to a customer or business partner to defend lawsuits or settle claims related to these warranties, and as a result, management believes the estimated fair value of these warranties is minimal. Accordingly, there are no liabilities recorded for these warranties as of June 30, 2019 or December 31, 2018.

Forward Looking Statements and Projections

This Quarterly Report on Form

10-Q

contains forward looking statements. Forward looking statements relate to future events or our future financial performance. We generally identify forward looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. These statements are only predictions. We have based these forward looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, results of operations and financial condition. The outcome of the events described in these forward looking statements is subject to risks, uncertainties and other factors described in “Risks Factors” in our Annual Report on Form

10-K

for the year ended December 31, 2018, as well as those described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Risk Factors” and elsewhere in this Quarterly Report on Form

10-Q.

Accordingly, you should not rely upon forward looking statements as predictions of future events. We cannot assure you that the events and circumstances reflected in the forward looking statements will be achieved or occur, and actual results could differ materially from those projected in the forward looking statements. The forward looking statements made in this Quarterly Report on Form

10-Q

relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

Overview

We are a leading global provider of design assets, technology and expertise that are designed to enable the best user experiences, ensure brand integrity and help companies engage their best customers. We empower expression and engagement for creatives, designers, engineers and marketers at the world’s most revered brands. Monotype is home to some of the world’s most well-known typeface collections. We provide high-quality creative assets and technology solutions to marketers and content creators that empower our customers to achieve global brand fidelity and drive consistent user experiences across a wide variety of devices and online media. Along with our custom type services, our solutions enable consumers and professionals to express their creativity, while our tools and technologies improve creative workflows and maximize efficiency as content is published or distributed. Our solutions provide worldwide language coverage and high-quality text, and our embedded solutions support compelling user interfaces. We offer more than 13,000 typeface designs, and include some of the world’s most widely used designs, such as the Times New Roman

, Helvetica

, Frutiger

, ITC Franklin Gothic

™

, FF Meta and Droid

™

typefaces, and support more than 250 Latin and

non-Latin

languages. Our

e-commerce

websites, including

myfonts.com, fonts.com, linotype.com,

and

fontshop.com,

which attracted more than 50 million visitors in 2018 from over 200 countries and territories, offer thousands of high-quality font products including our own fonts from the Monotype Libraries, as well as fonts from third parties.

Sources of Revenue

We derive revenue from two principal sources: licensing our design assets and technology to brands and creative professionals, which we refer to as Creative Professional revenue, and licensing our text imaging solutions to consumer device manufacturers and independent software vendors, which we refer to as OEM revenue. We derive our Creative Professional revenue primarily from brands, agencies, publishers, corporations, enterprises, small businesses and individuals. We derive our OEM revenue primarily from consumer device manufacturers. Our Creative Professional and OEM revenues are both comprised of license and service revenues. We classify cloud-based subscriptions and other services, such as font related services, custom font design and post contract support as service revenue. All other revenue is classified as license revenue. We operate our business based on our two principal markets, Creative Professional and OEM, which is the basis for the following discussion of operating results.

Some of our revenue streams, particularly project-related and custom font design service revenue where spending is largely discretionary in nature, have historically been, and we expect them to continue to be in the future, susceptible to weakening economic conditions.

Geographic revenue, which is based on the geographic location of our customers, is in the table below:


	Three Months Ended June 30,
	2019					2018
	Sales		% of Total			Sales		% of Total
	(In thousands, except percentages)
United States	$	34,396		54.4	%	$	27,086		44.6	%
Japan		9,748		15.4			11,718		19.3
Europe, Middle East and Africa (EMEA)		13,934		22.0			15,060		24.8
Rest of World		5,158		8.2			6,823		11.3

Total	$	63,236		100.0	%	$	60,687		100.0	%


	Six Months Ended June 30,
	2019					2018
	Sales		% of Total			Sales		% of Total
	(In thousands, except percentages)
United States	$	57,612		50.3	%	$	51,971		44.3	%
Japan		19,382		16.9			23,370		19.9
Europe, Middle East and Africa (EMEA)		27,391		23.9			30,064		25.6
Rest of World		10,207		8.9			11,965		10.2

Total	$	114,592		100.0	%	$	117,370		100.0	%

For the three months ended June 30, 2019 and 2018, revenue from customers outside the United States comprised 45.6% and 55.4%, respectively, of our total revenue. For the six months ended June 30, 2019 and 2018, revenue from customers outside the United States comprised 49.7% and 55.7%, respectively, of our total revenue. We expect that sales to international customers will continue to represent a substantial portion of our revenue for the foreseeable future. Future international revenue will depend on the continued use and expansion of our products worldwide.

We derive a significant portion of OEM revenue from a limited number of customers, in particular manufacturers of laser printers and consumer electronic devices. For the three months ended June 30, 2019 and 2018, our top ten licensees by revenue, most of which are OEM customers, accounted for approximately 34.9% and 23.8% of total revenue, respectively. One customer accounted for 14.9% of total revenue for the three months ended June 30, 2019. No one customer accounted for more than 10% of total revenue for the three months ended June 30, 2018. For the six months ended June 30, 2019 and 2018, our top ten licensees by revenue accounted for approximately 28.6% and 22.2% of total revenue, respectively. No one customer accounted for more than 10% of revenue for the six months ended June 30, 2019 or 2018. If we are unable to maintain relationships with major customers or establish relationships with new customers, our licensing revenue will be adversely affected.

Cost of Revenue

Our cost of revenue consists of font license fees that we pay on certain fonts that are owned by third parties, personnel and allocated internal engineering expense and overhead costs related to custom font design services and SaaS based offerings and cloud-based web service costs. License fees that we pay to third parties are typically based on a percentage of our Creative Professional and OEM revenue and do not involve minimum fees.

Cost of revenue also includes amortization of acquired technology, which we amortize over 7 to 15 years. For purposes of amortizing acquired technology, we estimate the remaining useful life of the technology based upon various considerations, including our knowledge of the technology and the way our customers use it. We use the straight-line method to amortize acquired technology. There is no reliable evidence to suggest that we should expect any other pattern of amortization than an even pattern, and we believe this best reflects the expected pattern of economic usage.

Gross Profit

Our gross profit percentage is influenced by a number of factors including product mix, pricing and volume at any particular time. However, cost of OEM revenue is typically lower than cost of Creative Professional revenue because we own a higher percentage of the fonts licensed to OEM customers, provide value-added technology and have negotiated lower royalty rates on the fonts we license from third parties because of volume. In addition, within our Creative Professional business, the cost of custom font design and SaaS based service revenue is substantially higher than the cost of other revenue. The relative cost of Creative Professional revenue has decreased in recent periods, as efforts to sell license rights to more fonts that we own have been successful, and because we have recently experienced success in our effort to sell certain license rights that carry lower royalty rates to Creative Professional

customers. Creative Professional revenue is growing at a faster rate than OEM revenue. We expect these trends to continue. Our gross profit is subject to variability from

period-to-period,

depending on the product mix and the level of custom font design and SaaS based service revenue.

Critical Accounting Policies

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

Information about our critical accounting policies may be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Critical Accounting Policies,” included in our Annual Report on Form

10-K

for the year ended December 31, 2018.

Results of Operations for the Three Months Ended June 30, 2019 Compared to Three Months Ended June 30, 2018

Revenue and cost of revenue, bifurcated into license and service, is as follows:


	Three Months Ended June 30,				Increase (Decrease)
	2019		2018		Increase (Decrease)
License revenue	$	54,136	$	48,093	$	6,043
Service revenue		9,100		12,594		(3,494	)
Cost of revenue—license		8,231		7,282		949
Cost of revenue—service		2,759		2,674		85

License revenue increased primarily due to a large multi-year agreement with one of our display imaging customers signed in the second quarter of 2019. This was partially offset by a decline in printer revenue. Service revenue decreased in the three months ended June 30, 2019, as compared to the same period in 2018, mainly due to increased customer churn in the last half of 2018. Gross profit from license revenue, before amortization of acquired technology, was consistent at 84.8% and 84.9% in the three months ended June 30, 2019 and 2018, respectively. Gross profit from service revenue, before amortization of acquired technology, decreased to 69.7% in the second quarter of 2019, as compared to 78.8% in the same period in 2018. See further discussion below for additional information regarding our period over period revenue and cost of revenue.

While revenue from services has grown to a level of significance requiring separate disclosure, we continue to operate our business based on our two principal markets, Creative Professional and OEM, which is the basis for the following discussion of operating results.

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


	Three Months Ended June 30,
	2019			2018
Revenue:
Creative Professional		55.7	%		63.3	%
OEM		44.3			36.7

Total revenue		100.0			100.0
Cost of revenue		17.4			16.4
Cost of revenue—amortization of acquired technology		1.3			1.4

Total cost of revenue		18.7			17.8

Gross profit		81.3			82.2
Marketing and selling		29.4			33.1
Research and development		10.7			14.0
General and administrative		18.3			19.5
Restructuring		0.1			10.5
Amortization of other intangible assets		1.3			1.6

Total operating expenses		59.8			78.7

Income from operations		21.5			3.5
Interest expense, net		1.1			1.4
Other		0.3			(1.1	)

Total other expense		1.4			0.3
Income before provision from income taxes		20.1			3.2
Provision from income taxes		3.8			2.1

Net income		16.3	%		1.1	%

The following discussion compares the three months ended June 30, 2019 with the three months ended June 30, 2018.

Revenue by Market

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


	Three Months Ended June 30,				Increase (Decrease)
	2019		2018		Increase (Decrease)
Creative Professional	$	35,225	$	38,417	$	(3,192	)
OEM		28,011		22,270		5,741

Total revenue	$	63,236	$	60,687	$	2,549

Revenue

Revenue was $63.2 million and $60.7 million for the three months ended June 30, 2019 and 2018, respectively, an increase of $2.5 million, or 4.2%.

Creative Professional revenue was $35.2 million and $38.4 million for the three months ended June 30, 2019 and 2018, respectively, a decrease of $3.2 million, or 8.3%, due to a decline in certain SAAS-based revenue and

web-based

sales mainly due to increased customer churn in the last half of 2018, partially offset by growth in sales to enterprise customers.

OEM revenue increased $5.8 million, or 25.8%, to $28.0 million for the three months ended June 30, 2019, from $22.2 million for the three months ended June 30, 2018. Revenue from our display imaging customers increased as a result of earning a fixed fee upon a delivery of a large multi-year license customer agreement. This increase was partially offset by a decline in printer revenue. Revenue from our printer imaging OEM customers decreased period over period partially due to lower fixed fee contract revenue. We expect there to be continued volatility in periodic revenue based on the timing and duration of fixed-fee term licenses with our customers.

Cost of Revenue and Gross Profit

Cost of revenue, excluding amortization of acquired technology, was $11.0 million and $10.0 million for the three months ended June 30, 2019 and 2018, respectively, an increase of $1.0 million, or 10.4%. As a percentage of sales, cost of revenue, excluding amortization of acquired technology, was 17.4% and 16.4% of total revenue in the three months ended June 30, 2019 and 2018, respectively. The increase in cost of revenue, excluding amortization of acquired technology, is mainly due to higher associated costs with certain of our OEM product mix and partially due to an increase in revenue, period over period.

The portion of cost of revenue consisting of amortization of acquired technology was $0.8 million and $0.9 million for the three months ended June 30, 2019 and 2018, respectively, a decrease of $0.1 million, or 2.0%.

Gross profit in the three months ended June 30, 2019 decreased 0.9% to 81.3% of sales, as compared to 82.2% of sales in the same period in 2019, mainly due lower margins on OEM revenue, as described above.

Operating Expenses

Marketing and Selling.

Marketing and selling expense was $18.6 million and $20.1 million in the three months ended June 30, 2019 and 2018, respectively, a decrease of $1.5 million, or 7.5%. Personnel and personnel related expenses decreased $1.5 million, period over period, mainly due to our restructuring actions in the second and fourth quarters of 2018. Targeted marketing spending decreased in the second quarter of 2019, as compared to the same period in 2018, due to portfolio decisions around discretionary programs, which was offset by higher rent expense stemming from headcount changes, period over period.

Research and Development.

Research and development expense decreased $1.7 million, or 20.0%, to $6.8 million in the three months ended June 30, 2019, as compared to $8.5 million in the three months ended June 30, 2018, mainly due to lower personnel expenses. Personnel and personnel related expenses decreased primarily due to lower headcount from restructuring actions in the second and fourth quarters of 2018.

General and Administrative.

General and administrative expense was $11.6 million and $11.9 million in the three months ended June 30, 2019 and 2018, respectively, a decrease of $0.3 million, or 2.3%. Personnel and personnel related expenses decreased $0.6 million in the second quarter of 2019, as compared to the same period in 2018, primarily due to lower headcount. Outside professional services increased $0.4 million in the second quarter of 2019, as compared to the same period in 2018, due to higher advisor fees related to shareholder activities.

Restructuring.

Restructuring expense decreased $6.3 million, or 99.5%, to $32 thousand in the three months ended June 30, 2019, as compared to $6.4 million in the three months ended June 30, 2018, a result of the restructuring action announced June 2018. See Note 14 for further details.

Amortization of Other Intangible Assets.

Amortization of other intangible assets was $0.8 million and $1.0 million for the three months ended June 30, 2019 and 2018, respectively, a decrease of $0.2 million, or 14.1%, mainly due to the write off intangible assets associated with the Swyft business in the second quarter of 2018.

Interest Expense, Net

Interest expense, net of interest income was $0.7 million and $0.8 million for the three months ended June 30, 2019 and 2018, respectively, a decrease of $0.1 million, or 12.6%, mainly due to a reduction in the balance outstanding under our revolving line of credit and partially due to a decrease in interest rates.

Other

Other was an expense of $0.2 million and income of $0.6 million for the three months ended June 30, 2019 and 2018, respectively, a decrease of $0.8 million, or 137.8%, mainly due to currency fluctuations on our foreign denominated receivables and payables.

Provision for (Benefit from) Income Taxes

For the three months ended June 30, 2019 and 2018, our effective tax rate was a provision of 18.7% and a provision of 64.7%, respectively, primarily due to the following:

•

The impact of foreign earnings increased our effective tax rate by 3.2% in the second quarter of 2019, as compared to 40.1% in the same period in 2018, due to our ability to better utilize foreign tax credits and to limit the amount of U.S. tax related to income subject to the Global Intangible Low Taxed Income (“GILTI”) provisions. In the prior period, these provisions of the Tax Cuts and Jobs Act (“The Act”) resulted in a significantly higher effective tax rate on foreign earnings due to limitations on the Company’s ability to utilize foreign tax credits.

•

The Company has reflected a reduction in its valuation allowance for foreign tax credits, resulting in a benefit of 10.2%, related to the amount of foreign tax credit carryforwards that the Company is estimating that it will be able to utilize based on 2019 taxable income. In the same period in 2018, there was no change to the valuation allowance.

Results of Operations for the Six Months Ended June 30, 2019 Compared to Six Months Ended June 30, 2018

Revenue and cost of revenue, bifurcated into license and service, is as follows:


	Six Months Ended June 30,
	2019		2018		Increase (Decrease)
License revenue	$	96,008	$	93,960	$	2,048
Service revenue		18,584		23,410		(4,826	)
Cost of revenue—license		15,033		16,894		(1,861	)
Cost of revenue—service		5,560		5,498		62

License revenue increased primarily due a large multi-year agreement with one of our display imaging customers mostly offset by a decline in printer revenue. Service revenue decreased in the six months ended June 30, 2019, as compared to the same period in 2018, mainly due to increased customer churn in the last half of 2018. Gross profit from license revenue, before amortization of acquired technology, was consistent at 84.8% and 84.9% in the six months ended June 30, 2019 and 2018, respectively. Gross profit from service revenue, before amortization of acquired technology, decreased to 69.7% in the first half of 2019, as compared to 78.8% in the same period in 2018. See further discussion below for additional information regarding our period over period revenue and cost of revenue. Gross profit from license revenue, before amortization of acquired technology, increased to 84.3% from 82.0%. The increase is primarily due to a large agreement with one of our display imaging customers in the six months ended June 30, 2019. Gross profit from service revenue, before amortization of acquired technology, decreased to 70.1% from 76.5%. See further discussion below for additional information regarding our period over period revenue and cost of revenue.

The following table sets forth items in the condensed consolidated

year-to-date

statement of operations as a percentage of sales for the periods indicated:


	Six Months Ended June 30,
	2019			2018
Revenue:
Creative Professional		59.3	%		62.6	%
OEM		40.7			37.4

Total revenue		100.0			100.0
Cost of revenue		18.0			19.1
Cost of revenue—amortization of acquired technology		1.5			1.4

Total cost of revenue		19.5			20.5

Gross profit		80.5			79.5
Marketing and selling		31.2			34.2
Research and development		12.4			15.2
General and administrative		20.6			23.4
Restructuring		—			5.6
Amortization of other intangible assets		1.4			1.7

Total operating expenses		65.6			80.1

Income (loss) from operations		14.9			(0.6	)
Interest expense, net		1.3			1.3
Other		0.4			(0.5	)

Total other expense		1.7			0.8
Income (loss) before benefit from income taxes		13.2			(1.4	)
Provision (benefit) from income taxes		1.9			(1.0	)

Net income (loss)		11.3	%		(0.4	)%

The following discussion compares the six months ended June 30, 2019 with the six months ended June 30, 2018.

Revenue by Market

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


	Six Months Ended June 30,				Increase (Decrease)
	2019		2018		Increase (Decrease)
Creative Professional	$	67,988	$	73,415	$	(5,427	)
OEM		46,604		43,955		2,649

Total revenue	$	114,592	$	117,370	$	(2,778	)

Revenue

Revenue was $114.6 million and $117.4 million for the six months ended June 30, 2019 and 2018, respectively, a decrease of $2.8 million, or 2.4%.

Creative Professional revenue was $68.0 million and $73.4 million for the six months ended June 30, 2019, as compared to the same period in 2018, a decrease of $5.4 million, or 7.4%, due to a decline in certain SAAS-based revenue and

web-based

sales mainly due to increased customer churn in the last half of 2018.

OEM revenue was $46.6 million and $44.0 million for the six months ended June 30, 2019, as compared to the same period in 2018, an increase of $2.6 million, or 6.0%, primarily as a result of earning a fixed fee upon delivery of a large multi-year license contract with one of our display imaging customers. This increase was partially offset by a decline in printer revenue. Revenue from our printer imaging OEM customers decreased period over period partially due to lower fixed fee contract revenue. We expect there to be continued volatility in periodic revenue based on the timing and duration of fixed-fee term licenses with our customers.

Cost of Revenue and Gross Profit

Cost of revenue excluding amortization of acquired technology decreased $1.8 million, or 8.0%, to $20.6 million in the six months ended June 30, 2019 as compared to $22.4 million in the six months ended June 30, 2018. In the first half of 2018, there was $2.2 million of

non-recurring

royalty expense in connection with the adoption of ASC 606, which was partially offset by higher associated costs with our Creative Professional revenue in the first half of 2019. As a percentage of sales, cost of revenue, excluding amortization of acquired technology, was 18.0% and 19.1% of total revenue in the six months ended June 30, 2019 and 2018, respectively, a decline of 1.1%.

Amortization of acquired technology was unchanged at $1.7 million for both the six months periods June 30, 2019 and 2018.

Gross profit was 80.5% and 79.5% of sales in the six months ended June 30, 2019 and 2018, respectively, an increase of 1.0 percentage point. The increase in gross profit in the six months ended June 30, 2019, as compared to the same period in 2018, was primarily due to the

one-time

additional

non-recurring

royalty expense in the prior period that did not occur in the current period, partially offset by lower margins on Creative Professional revenue, as described above.

Operating Expenses

Marketing and Selling.

Marketing and selling expense was $35.7 million and $40.2 million in the six months ended June 30, 2019 and 2018, a decrease of $4.5 million, or 11.1%. Personnel and personnel related expenses decreased $3.9 million in the first half of 2019, as compared to the same period in 2018, mainly due to lower headcount during the first half of 2019 from our restructuring actions in the second and fourth quarters of 2018. Targeted marketing spending decreased $0.7 million in the six months ended June 30, 2019, as compared to the same period in 2018, due to portfolio decisions around discretionary programs, which was partially offset by higher rent expense of $0.3 million stemming from headcount changes, period over period.

Research and Development.

Research and development expense decreased $3.6 million, or 20.0%, to $14.2 million in the six months ended June 30, 2019, as compared to $17.8 million in the same period in 2018 primarily due to lower personnel expenses. Personnel and personnel related expenses decreased $3.4 million in the six months ended June 30, 2019, as compared to the same period in 2018, mainly due to lower headcount from restructuring actions in the second and fourth quarters of 2018.

General and Administrative.

General and administrative expense decreased $3.9 million, or 14.1% to $23.6 million in the six months ended June 30, 2019, as compared to $27.5 million in the same period in 2018. Outside consulting and legal expenses decreased $2.8 million in the six months ended June 30, 2019, as compared to the same period in 2018, primarily due to the additional expenses incurred in the prior period related to shareholder activities. Personnel expenses decreased $1.0 million in the six months ended June 30, 2019, as compared to the same period in 2018, mainly due to lower headcount.

Restructuring.

Restructuring expense decreased $6.6 million, or 99.9%, to $8 thousand in the six months ended June 30, 2019, as compared to $6.6 million in the six months ended June 30, 2018, a result of the restructuring action announced June 2018. See Note 14 for further details.

Amortization of Other Intangible Assets.

Amortization of other intangible assets was $1.7 million and $2.0 million for the six months ended June 30, 2019 and 2018, respectively, a decrease of $0.3 million, or 16.5%, mainly due to the write off intangible assets associated with the Swyft business in the second quarter of 2018.

Interest Expense, Net

Interest expense, net of interest income was unchanged at $1.5 million for both the six months ended June 30, 2019 and 2018.

Other

Other was an expense of $0.4 million and income of $0.5 million for the six months ended June 30, 2019 and 2018, respectively, a decrease of $0.9 million, or 176.8%, mainly due to currency fluctuations on our foreign denominated receivables and payables.

Provision for Income Taxes

For the six months ended June 30, 2019 and 2018, our effective tax rate was a provision of 14.7% and a provision of 70.3%, respectively, primarily due to the following:

•

The impact of foreign earnings increased our effective tax rate by 3.3% in the six months ended June 30, 2019, as compared to 26.4% in the same period in 2018, due to our ability to better utilize foreign tax credits and to limit the amount of U.S. federal tax related to income subject to the GILTI provisions. In the prior period, these provisions of The Act resulted in a significantly higher effective tax rate on foreign earnings due to limitations on the Company’s ability to utilize foreign tax credits.

•

Non-deductible

expenses added 2.2% to the effective tax rate for the six months ended June 30, 2019, as compared to 14.2% for the same period in 2018, a result of the acceleration of the final payment of deferred compensation to the founders of Swyft in June 2018 and to two of the founders of Olapic in December 2018. As a result of those payments, the total amount of

non-deductible

compensation in the current period is reduced. In addition, the impact of these items as a percentage of pre-tax income is lower due to higher pre-tax income.

Recently Issued Accounting Pronouncements

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

10-Q.

Liquidity and Capital Resources

Cash Flows for the Six Months Ended June 30, 2019 and 2018

Since our inception, we have financed our operations primarily through cash from operations, private and public stock sales and long-term debt arrangements, as described below. We believe our existing cash and cash equivalents, cash flow from operating activities and available bank borrowings will be sufficient to meet our anticipated cash needs for at least one year from the issuance of these financial statements. At June 30, 2019, our principal sources of liquidity were cash and cash equivalents totaling $47.8 million and a $200.0 million revolving credit facility, of which there was $65.0 million of outstanding borrowings. On May 3, 2018, our Board of Directors approved a share repurchase program of up to $25.0 million of our outstanding common stock, which permitted purchases through June 7, 2019. In the six months ended June 30, 2019, we used $7.7 million in cash to purchase the remaining shares outstanding under the plan. Our future working capital requirements will depend on many factors, including the operations of our existing business, our potential strategic expansion and future acquisitions we might undertake.

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


	Six Months Ended June 30,
	2019			2018
Net cash provided by operating activities	$	17,101		$	3,319
Net cash used in investing activities		(811	)		(2,285	)
Net cash used in financing activities		(28,651	)		(16,720	)
Effect of exchange rates on cash, cash equivalents and restricted cash		18			(304	)

Total decrease in cash, cash equivalents and restricted cash	$	(12,343	)	$	(15,990	)

Operating Activities

We generated $17.1 million in cash from operations during the six months ended June 30, 2019. Net income, after adjusting for non-cash items such as depreciation and amortization, loss on extinguishment of debt, loss on retirement of assets, amortization of deferred financing costs, accreted interest, stock based compensation, provision for doubtful accounts, deferred income taxes, and unrealized currency gain on foreign denominated intercompany transactions, generated $29.6 million in cash. Decreased accrued expenses used $9.7 million in cash, primarily a result of the payment of 2018 accrued variable compensation. Increased deferred revenue and decreased accounts receivable generated $9.1 million in cash as a result of customer payments received. Prepaid expenses and other assets used $7.3 million in cash, mainly due to an increase in long-term unbilled receivables from a large multi-year customer agreement, in

addition to $0.2 million of prepaid software license renewals and $0.9 million of capitalized financing costs in connection with the new Credit Facility. Increased tax refunds receivable combined with decreased accrued income taxes used $4.6 million during the six months ended June 30, 2019.

Variations in operating cash flows occur from

time-to-time,

because our enterprise customers make upfront payments on subscription revenue or conversely may enter into multi-year license agreements with future billing installments of the earned consideration. These payments are required under the terms of our license agreements and can cause large fluctuations in accounts receivable, other assets and deferred revenue. The timing and extent of such payments may significantly impact our cash balances.

We generated $3.3 million in cash from operations during the six months ended June 30, 2018. Net loss, after adjusting for depreciation and amortization, amortization of deferred financing costs and accretion of interest, loss on retirement of fixed assets, stock based compensation, provision for doubtful accounts, deferred income taxes and unrealized currency loss on foreign denominated intercompany transactions generated $9.3 million in cash. The

non-cash

impairment of Swyft related intangible assets added back $3.2 million.

Accrued expenses and accounts payable used $9.9 million, inclusive of large

non-recurring

payments of deferred compensation of $7.0 million, additional royalty payments resulting from the adoption of ASC 606 of $2.1 million and payment of investor relations advisor fees of $2.2 million. In addition we paid 2017 accrued variable compensation, offset by additional restructuring accruals. Decreased deferred revenue and increased accounts receivable generated $5.6 million in cash, primarily a result of customer payments received, net of an increase in unbilled receivables due to the adoption of ASC 606. Increased prepaid expense and other assets used $4.0 million in cash, mainly due to an increase in long term unbilled receivables and capitalized contract costs related to the adoption of ASC 606. Accrued income taxes used $1.0 million during the six months ended June 30, 2018.

Investing Activities

During the six months ended June 30, 2019, we used $0.8 million in investing activities mainly for the purchase of property and equipment. During the six months ended June 30, 2018, we used $2.3 million in investing activities mainly for the purchase of property and equipment.

Financing Activities

Cash used in financing activities in the six months ended June 30, 2019 was $28.7 million. We received cash from the exercise of stock options of $0.3 million. We paid cash dividends of $9.6 million, and paid $10.2 million on our outstanding revolving line of credit. We also purchased $7.7 million in treasury stock and paid $1.5 million in employee taxes on shares withheld in the six months ended June 30, 2019. Cash used in financing activities for the six months ended June 30, 2018 was $16.7 million. We received cash from exercises of stock options of $3.4 million. We paid cash dividends of $9.6 million and we paid $8.0 million on our outstanding revolving line of credit. We also purchased $1.0 million of treasury stock in the six months ended June 30, 2018 and paid $1.5 million in employee taxes on shares withheld in the six months ended June 30, 2018.

Dividends

On April 18, 2019, our Board of Directors approved a $0.116 per share quarterly cash dividend on our outstanding common stock. The record date was July 1, 2019 and the dividend was paid to shareholders of record on July 19, 2019.

Credit Facility

Borrowings under the Credit Facility bear interest through March 21, 2024 at a variable rate per annum equal to LIBOR plus between 1.0% and 1.625%, or at the Borrower’s option, the higher of (i) the prime rate as announced by Bank of America and (ii) 0.5% plus the overnight federal funds rate, plus in each case, between 0.0% and 0.625%, with the exact interest rate margin determined based on the consolidated leverage ratio. At June 30, 2019, our rate, inclusive of applicable margins, was 3.3% for LIBOR. At December 31, 2018, our rate under the Original Credit Agreement, inclusive of applicable margins, was 4.3% for LIBOR. The Company is required to pay a commitment fee, based on the consolidated leverage ratio, equal to 0.175%, 0.20%, 0.225% or 0.25% per annum on the undrawn portion available under the revolving credit facility and variable per annum fees in respect of outstanding letters of credit. In connection with the New Credit Agreement, the Company incurred closing and legal fees of approximately $0.9 million, which have been accounted for as deferred financing costs and will be amortized to interest expense over the term of the New Credit Agreement. In addition, $34.0 thousand of unamortized deferred financing costs associated with the

pro-rata

share of prior loan syndicate lenders that did not participate in the new facility were written off and charged to other expense in the first quarter of 2019.

The New Credit Agreement includes financial covenants which require the Company to maintain (i) a consolidated leverage ratio of no greater than 3.25 to 1.0 or, upon a qualified acquisition subject to certain conditions, 3.75 to 1.0 and (ii) a minimum consolidated interest coverage ratio of 3.00 to 1.0. At June 30, 2019, our consolidated leverage ratio was 0.59 to 1.0 and our consolidated interest coverage ratio was 21.38 to 1.0. The New Credit Agreement also contains customary affirmative and negative covenants for transactions of this type and other affirmative and negative covenants agreed to by the parties, including, among others, limits on the Company and its subsidiaries’ ability to incur debt or liens, engage in sale-leaseback transactions, make loans, investments and acquisitions, incur additional indebtedness, engage in mergers, enter into asset sales, transact with affiliates and alter its business. Adjusted EBITDA, under the Credit Facility, is defined as consolidated net earnings (or loss), plus net interest expense, income taxes, depreciation and amortization, and share based compensation expense, plus acquisition expenses not to exceed $2.0 million, minus capitalized research and development expense, plus restructuring, issuance costs, cash

non-operating

costs and other expenses or losses minus cash

non-operating

gains and other

non-cash

gains; provided, however that the aggregate of all cash

non-operating

The Credit Facility also contains provisions for an increased interest rate during periods of default. We do not believe that these covenants will affect our ability to operate our business, and we were in compliance with all covenants under our Credit Facility as of June 30, 2019.

Non-GAAP

Measures

In our quarterly earnings press releases and conference calls, in addition to Adjusted EBITDA as discussed above, we discuss a key measure that is not calculated according to GAAP. This

non-GAAP

measure is net adjusted EBITDA, which is defined as income (loss) from operations before depreciation, amortization of acquired intangible assets, stock based compensation expense, acquisition-related compensation and

one-time

non-recurring

expenses. We use net adjusted EBITDA as a principal indicator of the operating performance of our business. We use net adjusted EBITDA in internal forecasts and models when establishing internal operating budgets, supplementing the financial results and forecasts reported to our board of directors, determining bonus compensation for our employees based on operating performance and evaluating short-term and long-term operating trends in our operations. We believe that net adjusted EBITDA permits a comparative assessment of our operating performance, relative to our performance based on our GAAP results, while isolating the effects of charges that may vary from

period-to-period

without direct correlation to underlying operating performance. We believe that these

non-GAAP

financial adjustments are useful to investors because they allow investors to evaluate the effectiveness of the methodology and information used by management in our financial and operational decision-making. We believe that trends in our net adjusted EBITDA may be valuable indicators of our operating performance.

In our quarterly earnings press releases and conference calls, in addition to Adjusted EBITDA and net adjusted EBITDA as discussed above, we discuss another key measure that is not calculated according to GAAP. This

non-GAAP

measure is

non-GAAP

earnings per diluted share, which is defined as earnings per diluted share before amortization of acquired intangible assets, stock based compensation expenses, acquisition-related compensation and

one-time

non-recurring

expenses. We use

non-GAAP

earnings per diluted share as one of our principal indicators of the operating performance of our business. We use

non-GAAP

earnings per diluted shares in internal forecasts, supplementing the financial results and forecasts reported to our board of directors and evaluating short-

term and long-term operating trends in our operations. We believe that

non-GAAP

earnings per diluted share permits a comparative assessment of our operating performance, relative to our performance based on our GAAP results, while isolating the effects of charges that may vary from

period-to-period

without direct correlation to underlying operating performance. We believe that these

non-GAAP

earnings per diluted share may be valuable indicators of our operating performance.

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


	Three Months Ended June 30,					Six Months Ended June 30,
	2019		2018			2019		2018
Net income (loss)	$	10,307	$	695		$	12,967	$	(504	)
Interest expense, net		698		799			1,469		1,527
Other (income) expense, net		239		(633	)		445		(535	)
Provision (benefit) for income taxes		2,376		1,274			2,237		(1,191	)

Income (loss) from operations		13,620		2,135			17,118		(703	)
Depreciation and amortization		3,168		3,198			6,337		6,447
Stock based compensation (1)		3,879		4,590			8,098		8,837
Acquisition-related compensation (2)		166		1,084			333		2,273
Non-recurring expenses (3)		743		6,376			719		11,490

Net adjusted EBITDA (5)	$	21,576	$	17,383		$	32,605	$	28,344

The following table presents a reconciliation from net income (loss) per diluted share, which is the most directly comparable GAAP measure, to

non-GAAP

earnings per diluted share as used by management:


	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
GAAP income (loss) per diluted share	$	0.25	$	0.02	$	0.31	$	(0.01	)
Amortization, net of tax of $0.01, $0.01, $0.01 and $0.02, respectively		0.04		0.03		0.07		0.07
Stock based compensation, net of tax of $0.02, $0.02, $0.03 and $0.03, respectively (1)		0.08		0.10		0.17		0.18
Acquisition-related compensation, net of tax of $0.00, $0.00, $0.00 and $0.00, respectively (2)		0.00		0.03		0.01		0.05
Non-recurring expenses, net of tax of $0.00, $0.04, $0.00 and $0.07, respectively (4)		0.01		0.12		0.01		0.22

Non-GAAP earnings per diluted share (6)	$	0.38	$	0.30	$	0.57	$	0.51

(1)	For the three and six months ended June 30, 2018, $1.4 million, or $0.03 per share, of stock based compensation expense was reversed as a result of forfeitures of awards by employees included in the restructuring plan. This non-recurring amount has been included in restructuring expenses.

(2)

For the three months ended June 30, 2019, the amount includes $0.2 million, or $0.00 per share, of expense associated with the deferred compensation arrangement resulting from the Olapic acquisition. For the three months ended June 30, 2018, the amount includes $0.9 million, or $0.02 per share, of expense associated with the deferred compensation arrangement resulting from the Olapic acquisition and $0.2 million, or $0.01 per share, of expense associated with the deferred compensation arrangement resulting from the Amendment to the Swyft Merger Agreement. For the six months ended June 30, 2019, the amount includes $0.3 million, or $0.01 per share, of expense associated with the deferred compensation arrangement resulting from the Olapic acquisition. For the six months ended June 30, 2018, the amount includes $1.8 million, or $0.04 per share, of expense associated with the deferred compensation arrangement resulting from the Olapic acquisition and $0.5 million, or $0.01 per share, of expense associated with the deferred compensation arrangement resulting from the Amendment to the Swyft Merger Agreement.

(3)

For the three months ended June 30, 2019, the amount primarily includes $0.7 million of certain advisor fees related to shareholder activities. For the three months ended June 30, 2018, the amount includes $6.4 million of restructuring expenses. For the six months ended June 30, 2019, the amount primarily includes $0.7 million of certain advisor fees related to shareholder activities. For the six months ended June 30, 2018, the amount includes $2.7 million of certain advisor fees related to shareholder activities, $2.2 million of royalty expenses, recorded in cost of sales, associated with revenue that was not recognized under ASC 606 and $6.6 million of restructuring expenses.

(4)

For the three months ended June 30, 2019, the amount primarily includes $0.5 million, or $0.01 per share, net of tax, of certain advisor fees related to shareholder activities. For the three months ended June 30, 2018, the amount includes $4.9 million, or $0.12 per share, net of tax, of restructuring expenses. For the six months ended June 30, 2019, the amount primarily includes $0.5 million, or $0.01 per share, net of tax, of certain advisor fees related to shareholder activities. For the six months ended June 30, 2018, the amount includes $2.1 million, or $0.06 per share, net of tax, of certain advisor fees related to shareholder activities, $1.7 million, or $0.04 per share, net of tax, of royalty expenses, recorded in cost of sales, associated with revenue that was not recognized under ASC 606 and $5.0 million, or $0.12 per share, net of tax, of restructuring expenses.

(5)

Net adjusted EBITDA is not a measure of operating performance under GAAP and should not be considered as an alternative or substitute for GAAP profitability measures such as income (loss) from operations and net income (loss). Net adjusted EBITDA as an operating performance measure has material limitations since it excludes the statement of income impact of depreciation and amortization expense and stock based compensation and therefore does not represent an accurate measure of profitability. We have significant intangible assets and amortization expense is a meaningful element in our financial statements and therefore its exclusion from net adjusted EBITDA is a material limitation. Stock based compensation and the associated expense has a meaningful impact on our financial statements and therefore its exclusion from net adjusted EBITDA is a material limitation.

Non-recurring

expenses, such as certain advisor fees, royalty expenses and restructuring expenses, have a meaningful impact on our financial statements and therefore its exclusion from net adjusted EBITDA is a material limitation. As a result, net adjusted EBITDA should be evaluated in conjunction with net income (loss) for complete analysis of our profitability, as net income (loss) includes the financial statement impact of these items and is the most directly comparable GAAP performance measure to net adjusted EBITDA. As net adjusted EBITDA is not defined by GAAP, our definition of net adjusted EBITDA may differ from and therefore may not be comparable to similarly titled measures used by other companies, thereby limiting its usefulness as a comparative measure. Because of the limitations that net adjusted EBITDA has as an analytical tool, investors should not consider it in isolation, or as a substitute for analysis of our operating results as reported under GAAP.

(6)

Non-GAAP

earnings per diluted share is not a measure of operating performance under GAAP and should not be considered as an alternative or substitute for GAAP profitability measures such as earnings per share and earnings per diluted share.

Non-GAAP

earnings per diluted share as an operating performance measure has material limitations since it excludes the statement of income impact of amortization expense and stock based compensation, and therefore, does not represent a GAAP measure of profitability. We have significant intangible assets and amortization expense is a meaningful element in our financial statements and therefore its exclusion from

non-GAAP

earnings per diluted share is a material limitation. Stock based compensation and the associated expense has a meaningful impact on our financial statements and therefore its exclusion from

non-GAAP

earnings per diluted share is a material limitation. Acquisition-related compensation and its associated income or (expense) has a meaningful impact on our financial statements therefore its exclusion from

non-GAAP

earnings per diluted share is a material limitation.

Non-recurring

expenses, such as certain advisor fees, royalty expenses and restructuring expenses, have a meaningful impact on our financial statements and therefore its exclusion from

non-GAAP

earnings per diluted share is a material limitation. As a result,

non-GAAP

earnings per diluted share should be evaluated in conjunction with earnings per diluted share for complete analysis of our profitability, as earnings per diluted share includes the financial statement impact of these items and is the most directly comparable GAAP operating performance measure to

non-GAAP

earnings per diluted share. As

non-GAAP

earnings per diluted share is not defined by GAAP, our definition of

non-GAAP

earnings per diluted share may differ from and therefore may not be comparable to similarly titled measures used by other companies, thereby limiting its usefulness as a comparative measure. Because of the limitations that

non-GAAP

earnings per diluted share has as an analytical tool, investors should not consider it in isolation, or as a substitute for analysis of our operating results as reported under GAAP.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

Concentration of Revenue and Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables. Cash equivalents consist primarily of bank deposits. Deposits of cash held outside the United States totaled approximately $19.1 million and $21.1 million at June 30, 2019 and December 31, 2018, respectively.

We grant credit to customers in the ordinary course of business. Credit evaluations are performed on an ongoing basis to reduce credit risk, and no collateral is required from our customers. An allowance for uncollectible accounts is provided for those accounts receivable considered to be uncollectible based upon historical experience and credit evaluation. As of June 30, 2019 and December 31, 2018, one customer individually accounted for 12.5% and 10.8% of our gross accounts receivable, respectively. Due to the nature of our quarterly revenue streams derived from royalty revenue, it is not unusual for our accounts receivable balances to include a few customers with large balances. Historically, we have not recorded material losses due to customers’ nonpayment. Our Creative Professional business consists of a higher volume of lower dollar value transactions. Accordingly, as the percent of Creative Professional revenue increases in relation to total revenue, we expect the average time to collect our accounts receivables, and our overall accounts receivables balances, to increase.

One customer accounted for 14.9% of total revenue for the three months ended June 30, 2019. No one customer accounted for more than 10% of total revenue for the three months ended June 30, 2018 or for the six months ended June 30, 2019 or 2018.

Interest Rate Risk

Our exposure to market risk associated with changes in interest rates relates primarily to our long-term debt. At June 30, 2019 and December 31, 2018, the Company had borrowings under our revolving Credit Facility of $65.0 million and $75.0 million, respectively. The interest rate on our Credit Facility fluctuates with either the prime rate or the LIBOR interest rate and at June 30, 2019, our rate, inclusive of applicable margins, was 3.3% for LIBOR. For the six months ended June 30, 2019, a 10% increase in the rate would have increased our annual interest expense by $0.2 million.

Foreign Currency Exchange Rate Risk

In accordance with ASC Topic No. 830,

Foreign Currency Matters

, or ASC 830, all assets and liabilities of our foreign subsidiaries whose functional currency is a currency other than U.S. dollars are translated into U.S. dollars at an exchange rate as of the balance sheet date or historical rates, as appropriate. Revenue and expenses of these subsidiaries are translated at the average monthly exchange rates. The resulting translation adjustments as calculated from the translation of our foreign subsidiaries to U.S. dollars are recorded as a separate component of comprehensive income.

For the three months ended June 30, 2019 and 2018, revenue from customers outside the United States, primarily EMEA and Japan, comprised 45.6% and 55.4%, respectively, of our total revenue. An effect of a 10% strengthening of the British pound sterling, the Euro, Japanese yen and/or Argentine peso, relative to the U.S. dollar, would have decreased our revenues by $1.8 million, decreased expenses by $1.8 million and left operating income unchanged for the three months ended June 30, 2019. For the six months ended June 30, 2019 and 2018, revenue from customers outside the United States, primarily EMEA and Japan, comprised 49.7% and 55.7%, respectively, of our total revenue. An effect of a 10% strengthening of the British pound sterling, the Euro, Japanese yen and/or Argentine peso, relative to the U.S. dollar, would have decreased our revenues by $3.5 million, decreased expenses by $3.5 million and left operating income unchanged for the six months ended June 30, 2019. The sensitivity analysis assumes that all currencies move in the same direction at the same time and the ratio of

non-U.S.

dollar denominated revenue and expenses to U.S. dollar denominated revenue and expenses does not change from current levels.

We incur foreign currency exchange gains and losses related to certain customers that are invoiced in U.S. dollars, but who have the option to make an equivalent payment in their own functional currencies at a specified exchange rate as of a specified date. In the period from that date until payment in the customer’s functional currency is received and converted into U.S. dollars, we can incur realized gains and losses. We also incur foreign currency exchange gains and losses on certain intercompany assets and liabilities denominated in foreign currencies. We are currently utilizing

30-day

forward contracts to mitigate our exposure on these currency fluctuations. Any increase or decrease in the fair value of the forward contracts is offset by the change in the value of the hedged assets of our consolidated foreign affiliate. At June 30, 2019, we had one

30-day

forward contract to sell 2.7 million British pound sterling and to purchase $3.4 million that together, had an immaterial fair value. At December 31, 2018, we had one

30-day

forward contract to sell 2.7 million British pound sterling and to purchase $3.4 million that together, had an immaterial fair value.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2019. The term “disclosure controls and procedures,” as defined in Rules

13a-15(e)

and

15d-15(e)

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

Based on the evaluation of our disclosure controls and procedures as of June 30, 2019, our principal executive officer and principal financial officer concluded that, as of such date, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules

13a-15(f)

and

15d-15(f)

under the Exchange Act) that occurred during and as of the fiscal quarter ended June 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

(c)

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table provides information about purchases by the Company during the quarter ended June 30, 2019 of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act:

Monotype Imaging Holdings Inc. Purchases of Equity Securities


Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs
April 3, 2019 to April 29, 2019 (1)(2)(3)		81,496	$	13.88		55,428	$	777
May 3, 2019 to May 31, 2019 (1)		33,475	$	—		—	$	—
June 2, 2019 to June 30, 2019 (1)(2)		95,928	$	2.96		—	$	—

Total		210,899	$	6.72		55,428	$	—

(1)

The Company repurchased unvested restricted stock in accordance with either the Third Amended and Restated 2007 Stock Option and Incentive Plan, “2007 Award Plan” or the 2010 Inducement Plan. The price paid by the Company was determined pursuant to the terms of either the 2007 Award Plan or the 2010 Inducement Plan and related restricted stock agreements.

(2)	The Company withheld 2,263 shares and 17,472 shares of vested restricted stock to satisfy the payment of taxes associated with the awards’ vesting in April and June, respectively.

(3)	The Company purchased shares of common stock in accordance with its share repurchase program announced on May 3, 2018. The Company purchased the shares on the open market at prevailing prices.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The exhibits listed in the Exhibit Index immediately preceding the exhibits are filed as part of this Quarterly Report on Form

10-Q

and such Exhibit Index is incorporated herein by reference.


			June 30, 2019							December 31, 2018
	Weighted- Average Amortization Period (Years)		Gross Carrying Amount		Accumulated Amortization			Net Balance		Gross Carrying Amount		Accumulated Amortization			Net Balance
Customer relationships		10	$	64,784	$	(56,454	)	$	8,330	$	64,822	$	(55,288	)	$	9,534
Acquired technology		11		68,773		(54,704	)		14,069		68,823		(52,747	)		16,076
Non-compete agreements		4		13,626		(13,239	)		387		13,636		(13,073	)		563
Indefinite-lived intangible assets:
Trademarks				44,079		—			44,079		44,126		—			44,126
Domain names				4,400		—			4,400		4,400		—			4,400

Total			$	195,662	$	(124,397	)	$	71,265	$	195,807	$	(121,108	)	$	74,699


	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Options		488,867		543,794		489,882		641,825
Unvested restricted stock		1,082,601		643,109		997,436		846,046
Unvested restricted stock units		86,034		57,158		83,944		67,219


Exhibit No.		Description

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

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

	101.INS	XBRL Instance Document

	101.SCH	XBRL Taxonomy Extension Schema Document

	101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document

	101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

	101.LAB	XBRL Taxonomy Extension Label Linkbase Document

	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document


				Page
Part I. Financial Information					2
Item 1.	Condensed Consolidated Financial Statements (Unaudited)				2

		•	Condensed Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018		2

		•	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2019 and 2018		3

		•	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2019 and 2018		4

		•	Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2019 and 2018		5

		•	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018		7

		•	Notes to Condensed Consolidated Financial Statements		8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations				23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk				36

Item 4.	Controls and Procedures				37

Part II. Other Information					37

Item 1.	Legal Proceedings				37

Item 1A.	Risk Factors				37

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds				37

Item 3.	Defaults Upon Senior Securities				38

Item 4.	Mine Safety Disclosures				38

Item 5.	Other Information				38

Item 6.	Exhibits				38

Exhibit Index					39

Signatures					40


	Three Months Ended June 30, 2019
															Accumulated			Total
										Additional					Other			Stock-
	Common Stock				Treasury Stock					Paid-In		Retained			Comprehensive			holders’
	Shares		Amount		Shares		Amount			Capital		Earnings			Income (Loss)			Equity
Balance, March 31, 2019		46,397,404	$	46		4,955,996	$	(91,329	)	$	324,027	$	97,458		$	(6,714	)	$	323,488
Net income													10,307						10,307
Issuance of capital shares
— exercised options		1,157		—							12								12
— restricted share grants		56,706		—							—								—
— restricted units converted		9,163		—							—								—
Repurchase of unvested shares of restricted common stock						135,736		—											—
Purchase of treasury stock						55,428		(1,088	)										(1,088	)
Shares withheld						19,735		(330	)										(330	)
Stock based compensation											3,879								3,879
Dividends declared ($0.116 per share)													(4,792	)					(4,792	)
Unrecognized actuarial income, net of tax																6			6
Cumulative translation adjustment, net of tax																579			579

Balance, June 30, 2019		46,464,430	$	46		5,166,895	$	(92,747	)	$	327,918	$	102,973		$	(6,129	)	$	332,061

	Three Months Ended June 30, 2018
															Accumulated			Total
										Additional					Other			Stock-
	Common Stock				Treasury Stock					Paid-In		Retained			Comprehensive			holders’
	Shares		Amount		Shares		Amount			Capital		Earnings			Income (Loss)			Equity
Balance, March 31, 2018		45,588,021	$	44		3,419,116	$	(65,294	)	$	305,023	$	100,673		$	(1,177	)	$	339,269
Net income													695						695
Issuance of capital shares
—exercised options		55,258		—							734								734
—restricted share grants		84,523		—							—								—
—restricted units converted		10,381		—							—								—
Repurchase of unvested shares of restricted common stock						109,165		—											—
Purchase of treasury stock						44,600		(981	)										(981	)
Shares withheld						13,901		(306	)										(306	)
Stock based compensation											3,195								3,195
Dividends declared ($0.116 per share)													(4,891	)					(4,891	)
Unrecognized actuarial loss, net of tax																22			22
Cumulative translation adjustment, net of tax																(3,507	)		(3,507	)
Balance, June 30, 2018		45,738,183	$	44		3,586,782	$	(66,581	)	$	308,952	$	96,477		$	(4,662	)	$	334,230


	Six Months Ended June 30,
	2019		2018
Consolidated balance sheet classification:
Cash and cash equivalents	$	47,763	$	75,819
Restricted cash, short term		6,000		3,000
Restricted cash, long term		—		6,000

Total cash, cash equivalents and restricted cash	$	53,763	$	84,819


	Fair Value Measurement at June 30, 2019
	Total		Quoted Prices (unadjusted) in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents—money market funds	$	14,126	$	14,126	$	—	$	—
Cash equivalents—Certificate of Deposit		578		578		—		—

Restricted cash equivalents—money market fund		6,000		6,000		—		—

Total current assets	$	20,704	$	20,704	$	—	$	—

Total assets	$	20,704	$	20,704	$	—	$	—


2019	$	4,728
2020		3,131
2021		2,806
2022		2,652
2023		1,256
Thereafter		2,004
Total	$	16,577


Contractual Obligations	Total		July 2019 - June 2020		July 2020 - June 2022		July 2012 - June 2024		Thereafter
Operating leases	$	17,270	$	4,250	$	7,283	$	3,924	$	1,813