Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 02, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-36331 | |
Entity Registrant Name | Quotient Technology Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 77-0485123 | |
Entity Address, Address Line One | 400 Logue Avenue | |
Entity Address, City or Town | Mountain View | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94043 | |
City Area Code | (650) | |
Local Phone Number | 605-4600 | |
Title of 12(b) Security | Common stock, $0.00001 par value | |
Trading Symbol | QUOT | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 94,113,012 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001115128 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 238,299 | $ 222,752 |
Accounts receivable, net of allowance for credit losses of $1,962 and $2,070 at June 30, 2021 and December 31, 2020, respectively | 134,230 | 137,649 |
Prepaid expenses and other current assets | 16,094 | 18,547 |
Total current assets | 388,623 | 378,948 |
Property and equipment, net | 19,134 | 17,268 |
Operating lease right-of-use assets | 18,247 | 16,222 |
Intangible assets, net | 27,717 | 44,898 |
Goodwill | 128,427 | 128,427 |
Other assets | 898 | 1,029 |
Total assets | 583,046 | 586,792 |
Current liabilities: | ||
Accounts payable | 12,295 | 15,959 |
Accrued compensation and benefits | 14,279 | 14,368 |
Other current liabilities | 73,326 | 70,620 |
Deferred revenues | 17,977 | 12,027 |
Contingent consideration related to acquisitions | 21,410 | 8,524 |
Total current liabilities | 139,287 | 121,498 |
Operating lease liabilities | 18,510 | 15,956 |
Other non-current liabilities | 725 | 2,358 |
Contingent consideration related to acquisitions | 0 | 20,930 |
Convertible senior notes, net | 182,899 | 177,168 |
Deferred tax liabilities | 1,853 | 1,853 |
Total liabilities | 343,274 | 339,763 |
Commitments and contingencies (Note 14) | ||
Stockholders’ equity: | ||
Preferred stock, $0.00001 par value—10,000,000 shares authorized and no shares issued or outstanding at June 30, 2021 and December 31, 2020 | 0 | 0 |
Common stock, $0.00001 par value—250,000,000 shares authorized; 94,001,757 and 91,743,302 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 1 | 1 |
Additional paid-in capital | 721,795 | 698,333 |
Accumulated other comprehensive loss | (1,105) | (1,001) |
Accumulated deficit | (480,919) | (450,304) |
Total stockholders’ equity | 239,772 | 247,029 |
Total liabilities and stockholders’ equity | $ 583,046 | $ 586,792 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for credit losses accounts | $ 1,962 | $ 2,070 |
Preferred stock, par value (in USD per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in USD per shares) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 94,001,757 | 91,743,302 |
Common stock, shares outstanding (in shares) | 94,001,757 | 91,743,302 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 123,880 | $ 83,455 | $ 239,196 | $ 182,242 |
Cost of revenues | 82,161 | 50,731 | 154,145 | 111,842 |
Gross Margin | 41,719 | 32,724 | 85,051 | 70,400 |
Operating expenses: | ||||
Sales and marketing | 28,467 | 23,814 | 55,832 | 48,848 |
Research and development | 11,411 | 8,621 | 23,467 | 19,214 |
General and administrative | 15,009 | 12,268 | 27,842 | 27,358 |
Change in fair value of contingent consideration | 242 | 3,766 | 527 | 4,226 |
Total operating expenses | 55,129 | 48,469 | 107,668 | 99,646 |
Loss from operations | (13,410) | (15,745) | (22,617) | (29,246) |
Interest expense | (3,767) | (3,610) | (7,497) | (7,184) |
Other income (expense), net | 194 | 187 | (34) | 767 |
Loss before income taxes | (16,983) | (19,168) | (30,148) | (35,663) |
Provision for (benefit from) income taxes | 218 | (35) | 467 | 195 |
Net loss | $ (17,201) | $ (19,133) | $ (30,615) | $ (35,858) |
Net loss per share, basic (in USD per share) | $ (0.18) | $ (0.21) | $ (0.33) | $ (0.40) |
Net loss per share, diluted (in USD per share) | $ (0.18) | $ (0.21) | $ (0.33) | $ (0.40) |
Weighted-average number of common shares used in computing net loss per share, basic (in shares) | 93,645 | 90,112 | 93,038 | 89,875 |
Weighted-average number of common shares used in computing net loss per share, diluted (in shares) | 93,645 | 90,112 | 93,038 | 89,875 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (17,201) | $ (19,133) | $ (30,615) | $ (35,858) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | (90) | (11) | (104) | (244) |
Comprehensive loss | $ (17,291) | $ (19,144) | $ (30,719) | $ (36,102) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common stock and additional paid-in capital: | Accumulated other comprehensive loss: | Accumulated deficit: |
Beginning balances at Dec. 31, 2019 | $ 285,222 | $ 671,061 | $ (916) | $ (384,923) |
Stock-based compensation | 14,790 | |||
Exercise of employee stock options | 484 | |||
Issuance of common stock for services provided | 228 | |||
Issuance of common stock, purchase plan | 1,050 | |||
Payments for taxes related to net share settlement of equity awards | (3,327) | |||
Other comprehensive loss | (244) | (244) | ||
Net loss | (35,858) | (35,858) | ||
Ending balance at Jun. 30, 2020 | 262,345 | 684,286 | (1,160) | (420,781) |
Beginning balances at Mar. 31, 2020 | 274,081 | 676,878 | (1,149) | (401,648) |
Stock-based compensation | 7,129 | |||
Exercise of employee stock options | 16 | |||
Issuance of common stock for services provided | 228 | |||
Issuance of common stock, purchase plan | 1,050 | |||
Payments for taxes related to net share settlement of equity awards | (1,015) | |||
Other comprehensive loss | (11) | (11) | ||
Net loss | (19,133) | (19,133) | ||
Ending balance at Jun. 30, 2020 | 262,345 | 684,286 | (1,160) | (420,781) |
Beginning balances at Dec. 31, 2020 | 247,029 | 698,333 | (1,001) | (450,304) |
Stock-based compensation | 12,556 | |||
Exercise of employee stock options | 13,198 | |||
Issuance of common stock for services provided | 223 | |||
Issuance of common stock, purchase plan | 1,596 | |||
Payments for taxes related to net share settlement of equity awards | (4,110) | |||
Other comprehensive loss | (104) | (104) | ||
Net loss | (30,615) | (30,615) | ||
Ending balance at Jun. 30, 2021 | 239,772 | 721,796 | (1,105) | (480,919) |
Beginning balances at Mar. 31, 2021 | 250,569 | 715,301 | (1,015) | (463,718) |
Stock-based compensation | 6,635 | |||
Exercise of employee stock options | 128 | |||
Issuance of common stock for services provided | 0 | |||
Issuance of common stock, purchase plan | 1,596 | |||
Payments for taxes related to net share settlement of equity awards | (1,864) | |||
Other comprehensive loss | (90) | (90) | ||
Net loss | (17,201) | (17,201) | ||
Ending balance at Jun. 30, 2021 | $ 239,772 | $ 721,796 | $ (1,105) | $ (480,919) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (30,615) | $ (35,858) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 17,138 | 17,843 |
Stock-based compensation | 12,384 | 14,532 |
Amortization of debt discount and issuance cost | 5,731 | 5,432 |
Impairment of promotion service right | 2,580 | 0 |
Allowance (recovery) for credit losses | (13) | 263 |
Deferred income taxes | 467 | 195 |
Change in fair value of contingent consideration | 527 | 4,226 |
Other non-cash expenses | 1,906 | 1,442 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 3,431 | 30,730 |
Prepaid expenses and other current assets | 2,467 | (2,470) |
Accounts payable and other current liabilities | (1,670) | (7,551) |
Payments for contingent consideration and bonuses | (2,901) | (15,418) |
Accrued compensation and benefits | 119 | (7,478) |
Deferred revenues | 5,950 | 2,108 |
Net cash provided by operating activities | 17,501 | 7,996 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (6,426) | (4,689) |
Net cash used in investing activities | (6,426) | (4,689) |
Cash flows from financing activities: | ||
Proceeds from issuances of common stock under stock plans | 14,794 | 1,762 |
Payments for taxes related to net share settlement of equity awards | (4,110) | (3,327) |
Principal payments on promissory note and capital lease obligations | (167) | (91) |
Payments for contingent consideration | (6,121) | (14,582) |
Net cash provided by (used in) financing activities | 4,396 | (16,238) |
Effect of exchange rates on cash and cash equivalents | 76 | 39 |
Net increase (decrease) in cash and cash equivalents | 15,547 | (12,892) |
Cash and cash equivalents at beginning of period | 222,752 | 224,764 |
Cash and cash equivalents at end of period | 238,299 | 211,872 |
Supplemental disclosures of cash flow information: | ||
Cash paid for income taxes | 114 | 67 |
Cash paid for interest | 1,766 | 1,752 |
Supplemental disclosures of noncash investing and financing activities: | ||
Fixed asset purchases not yet paid | 548 | 908 |
Intangible asset acquisitions not yet paid | $ 0 | $ 1,000 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of BusinessQuotient Technology Inc. (together with its subsidiaries, the “Company”), is an industry leading digital media and promotions technology company for advertisers, retailers and consumers. The Company's omnichannel platform is powered by exclusive consumer spending data, location intelligence and purchase intent data to reach millions of shoppers daily and deliver measurable, incremental sales. Additionally, the Company has a broad network of digital properties to drive measurable sales results and customer loyalty. The Company's network includes the digital properties of retail partners and advertiser customers (also known as consumer packaged goods ("CPGs"), manufacturers, or brands), social media platforms, third-party properties, its consumer brand Coupons.com properties and digital out-of-home ("DOOH") properties. This network provides the Company with proprietary and licensed data, including retailers’ in-store point-of-sale ("POS") shopper data, purchase intent and online behavior, and location intelligence to deliver more valuable outcomes for advertisers, retailers, and consumers. Customers and partners use Quotient to leverage consumer data, and insights, consumers via digital channels, and integrate marketing and merchandising programs to drive measurable sales results. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2021 or for any other period. Certain prior period amounts on the condensed consolidated balance sheets have been reclassified to conform to the current period’s presentation. There have been no significant changes to the Company’s significant accounting policies described in the Annual Report on Form 10-K for the year ended December 31, 2020 that have had a material impact on its condensed consolidated financial statements and related notes. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the Company’s condensed consolidated financial statements and accompanying notes. Such management estimates include, but are not limited to, revenue recognition, collectability of accounts receivable, coupon code sales return reserve, valuation of assets acquired and liabilities assumed in a business combination, useful lives of intangible assets, estimates related to recoverability of long-lived assets and goodwill, stock-based compensation, measurement of contingent consideration, restructuring accruals, legal contingencies, debt discounts, deferred income tax assets and associated valuation allowances and distribution fee commitments. These estimates generally require judgments, may involve the analysis of historical and prediction of future trends, and are subject to change from period to period. Actual results may differ from the Company’s estimates, and such differences may be material to the accompanying condensed consolidated financial statements. The COVID-19 pandemic has created and may continue to create uncertainty in macroeconomic conditions, which may cause further business slowdowns or shutdowns, depress demand for the Company’s advertising business, and adversely impact the Company’s results of operations, even in light of mass vaccination efforts that are underway. The Company expects uncertainties around its key accounting estimates to continue to evolve depending on the duration and degree of impact associated with the COVID-19 pandemic . The Company’s estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in its condensed consolidated financial statements. Recently Issued Accounting Pronouncements Accounting Pronouncements Not Yet Adopted In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The guidance simplifies an issuer's accounting for convertible debt instruments and its application of the derivatives scope exception for contracts in its own entity. The guidance eliminates two of the three models in ASC 470-20 that require separate accounting for embedded conversion features. The standard is effective for the Company beginning January 1, 2022, and interim periods within that reporting period, and early adoption is permitted. The Company is currently evaluating the impact of adopting this new accounting guidance on the condensed consolidated financial statements. Revenue Recognition The Company primarily generates revenue by providing digital media and promotions solutions to its customers and partners. Revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, we satisfy a performance obligation The Company provides digital promotions, including digital coupons, and/or media programs to its customers which consist of CPG customers, retail partners and advertising agencies whereby it uses its proprietary technology platforms to create, target, deliver and analyze these programs. The Company typically generates revenue from its customers through the use of these programs on a cost-per-click, cost-per-impression, or cost-per-acquisition basis. Programs usually include a limit on the number of clicks and/or impressions and are billed monthly. The pricing of digital promotions programs typically includes both promotion setup fees and promotion campaign fees. Promotion setup fees are related to the creation of digital promotions and set up of the underlying campaign on Quotient’s proprietary platforms for tracking of the related clicks. The Company recognizes revenues related to promotion setup fees over time, proportionally, on a per click basis, using the number of authorized clicks, per insertion order, commencing on the date of the first click. A click refers to the consumers action of activating a digital promotion through the Company’s proprietary technology platform by either saving it to a retailer’s loyalty account for automatic digital redemption, or printing it for physical redemption at a retailer. Promotion campaign fees are usually determined on a per click basis. The Company typically recognizes revenues for digital promotion campaign fees as clicks occur. The Company’s media programs enable CPGs and retailers to distribute digital media to promote their brands and products on its retailers’ websites and mobile applications, and through a network of affiliate publishers and non-publisher third parties that display its media offerings on their websites or mobile applications. Pricing for media campaigns is usually determined on a cost-per-impression, cost-per-click or cost-per-acquisition basis. The Company recognizes revenue each time a digital media ad is displayed or each time a user clicks on the media ad displayed on the Company’s websites, mobile applications or on third-party websites. Digital promotion programs also include the Company’s Specialty Retail business, in which specialty stores including clothing, electronics, home improvement and many others offer coupon codes that we distribute. Each time a consumer makes a purchase using a coupon code delivered through our platform, we earn a distribution fee. The Company usually generates revenues when a consumer makes a purchase using a coupon code from its platform and completion of the order is reported to the Company. In the same period that the Company recognizes revenues for the delivery of coupon codes, it also estimates and records a reserve, based upon historical experience, to provide for end-user cancellations or product returns which may not be reported until a subsequent date. Gross Versus Net Revenue Reporting In the normal course of business and through its distribution network, the Company delivers digital media and promotions on retailers’ websites through retailers’ loyalty programs, and on the websites of digital publishers. In these situations, the Company evaluates whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis). The Company reports certain digital promotion and media advertising revenues for campaigns placed on third-party owned properties on a gross basis, that is, the amounts billed to its customers are recorded as revenues, and distribution fees paid to retailers or digital publishers are recorded as cost of revenues. The Company is the principal because it controls the digital promotion and media advertising inventory before it is transferred to its customers. The Company’s control is evidenced by its sole ability to monetize the digital coupon and media advertising inventory, being primarily responsible to its customers, having discretion in establishing pricing for the delivery of the digital promotions and media, or a combination of these. In other cases, the Company reports certain digital media advertising revenues on a net basis, that is, the costs for digital advertising inventory and third-party data paid to suppliers are deducted from gross revenues to arrive at net revenues. The Company’s performance obligation in these arrangements is to provide the use of its platforms that enables customers to bid on digital advertising inventory, which is determined based on real-time bidding, use of data and other add-on features in designing and executing their campaigns. The Company charges its customers a platform fee based on a percentage of the digital advertising inventory and data costs purchased through the use of its platforms. The platform fee is not contingent on the results of a digital media advertising campaign. The Company has determined that it’s an agent in these arrangements because it does not have control of the digital advertising inventory before it is transferred to the customer and does not set prices agreed upon within the auction marketplace. Arrangements with Multiple Performance Obligations The Company’s contracts with customers may include multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines its best estimate of its standalone selling prices based on its overall pricing objectives, taking into consideration market conditions and other factors, including the value of its contracts and characteristics of targeted customers. Accounts Receivables, Net of Allowance for Credit Losses Trade and other receivables are included in accounts receivables and primarily comprised of trade receivables that are recorded at invoiced amounts, net of an allowance for credit losses and do not bear interest. Other receivables included unbilled receivables related to digital promotions and media advertising contracts with customers. The Company generally does not require collateral and performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses. The Company maintains an allowance for credit losses based upon the expected collectability of its accounts receivable. The Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when we identify specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company reviewed credit profiles of its customers, contractual terms and conditions, current economic trends, reasonable and supportable forecasts of future economic conditions, and historical payment experience. For the three and six months ended June 30, 2021, the Company’s assessment considered business and market disruptions caused by COVID-19 and estimates of expected emerging credit and collectability trends. The continued volatility in market conditions and evolving shifts in credit trends are difficult to predict, causing variability and volatility that may have a material impact on our allowance for credit losses in future periods. Deferred Revenues Deferred revenues primarily relate to cash received or billings to customers associated with promotion setup fees, promotion campaign fees and digital media fees that are expected to be recognized upon click, or delivery of media impressions, which generally occur within the next twelve months. The Company records deferred revenues, including amounts which are refundable, when cash payments are received or become due in advance of the Company satisfying its performance obligations. The increase in the deferred revenue balance for the six months ended June 30, 2021 is primarily driven by cash payments received or due in advance of satisfying the Company’s performance obligations of $19.1 million, partially offset by $13.2 million of recognized revenue. The Company’s payment terms vary by the type and size of its customers. For certain products or services and customer types, we require payment before the products or services are delivered to the customer. Disaggregated Revenue The following table presents the Company’s revenues disaggregated by type of services (in thousands, unaudited). The majority of the Company’s revenue is generated from sales in the United States. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Promotion $ 59,576 $ 46,627 $ 129,190 $ 106,338 Media 64,304 36,828 110,006 75,904 Total Revenue $ 123,880 $ 83,455 $ 239,196 $ 182,242 Practical Expedients and Exemptions The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which it recognizes revenue for an amount where it has the right to invoice for services performed. Sales Commissions The Company generally incurs and expenses sales commissions upon recognition of revenue for related goods and services, which typically occurs within one year or less. Sales commissions earned related to revenues for initial contracts are commensurate with sales commissions related to renewal contracts. These costs are recorded within sales and marketing expenses on the condensed consolidated statements of operations. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2—Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company’s fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis are as follows (in thousands): June 30, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 104,988 — — $ 104,988 Total $ 104,988 $ — $ — $ 104,988 Liabilities: Contingent consideration related to acquisitions — — 21,410 21,410 Total $ — $ — $ 21,410 $ 21,410 December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 104,964 — — $ 104,964 Total $ 104,964 $ — $ — $ 104,964 Liabilities: Contingent consideration related to acquisitions — — 29,454 29,454 Total $ — $ — $ 29,454 $ 29,454 The valuation technique used to measure the fair value of money market funds includes using quoted prices in active markets. The money market funds have a fixed net asset value (NAV) of $1.0. The contingent consideration relates to the acquisitions of MLW Squared Inc. (“Ahalogy”), Elevaate Ltd. (“Elevaate”) and Ubimo Ltd. (“Ubimo”). The fair values of contingent consideration are based on the expected achievement of certain revenue targets as defined under the acquisition agreements and were estimated using an option pricing method with significant inputs that are not observable in the market, thus classified as a Level 3 instrument. The inputs included the expected achievement of certain financial metrics over the contingent consideration period, volatility and discount rate. The fair value of the contingent consideration is classified as a liability and is re-measured each reporting period. Refer to Note 6 for further details related to the acquisitions. The following table represents the change in the contingent consideration (in thousands): Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Ubimo Elevaate Ubimo Elevaate Level 3 Level 3 Level 3 Level 3 Balance at the beginning of period $ 21,168 $ 8,571 $ 20,930 $ 8,524 Change in fair value during the period 242 — 480 47 Payments made during the period — (8,571) — (8,571) Total $ 21,410 $ — $ 21,410 $ — Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 Ubimo Elevaate Ahalogy Ubimo Elevaate Ahalogy Level 3 Level 3 Level 3 Level 3 Level 3 Level 3 Balance at the beginning of period $ 5,979 $ 3,701 $ — $ 5,686 $ 3,534 $ 27,000 Change in fair value during the period 4,260 (494) — 4,553 (327) — Payments made during the period $ — $ — $ — — — (27,000) Total $ 10,239 $ 3,207 $ — $ 10,239 $ 3,207 $ — The Company recorded a charge of $0.2 million and $0.5 million during the three and six months ended June 30, 2021, respectively, and $3.7 million and $4.2 million during the three and six months ended June 30, 2020, respectively, for the re-measurement of the fair values of contingent consideration related to acquisitions, as a component of operating expenses in the accompanying condensed consolidated statements of operations. During the three and six months ended June 30, 2021, the Company paid $8.6 million related to Elevaate's achievement of certain financial metrics subject to contingent consideration during the measurement period ending January 31, 2021. Out of the total consideration paid, $6.1 million was originally measured and recorded on the acquisition date and $2.5 million was recorded subsequent to the acquisition date through changes in fair value of contingent consideration within the condensed consolidated statements of operations. In May 2021, the Company received a letter from certain former shareholders of Elevaate claiming that the Company owes additional contingent consideration. The Company believes that the claim is without merit. During the six months ended June 30, 2020, the Company paid $27.0 million related to Ahalogy’s achievement of financial metrics subject to contingent consideration during the measurement period ending December 31, 2019, and as a result, no liability existed as of June 30, 2020. Out of the total consideration paid, $14.6 million was originally measured and recorded on the acquisition date and $12.4 million was recorded subsequent to the acquisition date through changes in fair value of contingent consideration within the condensed consolidated statements of operations. Fair Value Measurements of Other Financial Instruments As of June 30, 2021 and December 31, 2020, the fair value of the Company’s 1.75% convertible senior notes due 2022 was $201.4 million and $196.5 million, respectively. The fair value was determined based on a quoted price of the convertible senior notes in an over-the-counter market on the last trading day of the reporting period. Accordingly, these convertible senior notes are classified within Level 2 in the fair value hierarchy. Refer to Note 8 for additional information related to the Company’s convertible debt. |
Allowance for Credit Losses
Allowance for Credit Losses | 6 Months Ended |
Jun. 30, 2021 | |
Credit Loss [Abstract] | |
Allowance for Credit Losses | Allowance for Credit Losses The summary of activity in the allowance for credit losses is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Balance at the beginning of period $ 1,947 $ 2,043 $ 2,070 $ 2,021 Provision for expected credit losses 392 46 585 263 Write-offs charged against the allowance, net of recoveries (377) (10) (693) (205) Balance at the end of period $ 1,962 $ 2,079 $ 1,962 $ 2,079 |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jun. 30, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Balance Sheet Components Property and Equipment, Net Property and equipment consist of the following (in thousands): June 30, December 31, Software $ 48,542 $ 47,357 Computer equipment 24,172 23,912 Leasehold improvements 6,202 6,197 Furniture and fixtures 2,551 2,533 Total 81,467 79,999 Accumulated depreciation and amortization (68,314) (65,959) Projects in process 5,981 3,228 Total property and equipment, net $ 19,134 $ 17,268 Depreciation and amortization expense related to property and equipment was $1.5 million and $3.5 million for the three and six months ended June 30, 2021, respectively, and $1.8 million and $3.4 million for the three and six months ended June 30, 2020, respectively. The Company capitalized internal use software development and enhancement costs, which is included in projects in process within "property and equipment, net" on the condensed consolidated balance sheets, of $2.1 million and $4.4 million during the three and six months ended June 30, 2021, respectively and $1.9 million and $3.6 million during the three and six months ended June 30, 2020, respectively. During the three and six months ended June 30, 2021, the Company had $0.7 million and $1.8 million, respectively, in amortization expense related to internal use software, which is included in property and equipment depreciation and amortization expense, and recorded as cost of revenues, as compared to $0.8 million and $1.5 million during the three and six months ended June 30, 2020, respectively. Once the software is placed into service, the asset is included in software within "property and equipment, net". The unamortized capitalized development costs were $9.8 million and $8.6 million as of June 30, 2021 and December 31, 2020, respectively. Accrued Compensation and Benefits Accrued compensation and benefits consist of the following (in thousands): June 30, December 31, Bonus $ 5,474 $ 3,150 Commissions 4,519 7,247 Payroll and related expenses 3,032 3,116 Vacation 1,254 855 Total accrued compensation and benefits $ 14,279 $ 14,368 Other Current Liabilities Other current liabilities consist of the following (in thousands): June 30, December 31, Distribution fees $ 39,460 $ 36,245 Traffic acquisition cost 10,095 9,756 Operating lease liabilities 3,572 3,650 Prefunded liability 3,418 3,067 Rebate liability 2,879 2,696 Marketing expenses 892 2,251 Interest payable 282 282 Liability related to purchased intangible asset — 1,250 Other 12,728 11,423 Total other current liabilities $ 73,326 $ 70,620 |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions Acquisition of Ubimo On November 19, 2019, the Company acquired all outstanding shares of Ubimo, a leading data and media activation company. The total acquisition consideration of $20.7 million consisted of $15.0 million in cash and contingent consideration of up to $24.8 million payable in cash with an estimated fair value of $5.7 million as of the acquisition date. The contingent consideration payout is based on Ubimo achieving certain financial metrics between the date of the acquisition through December 31, 2021. The acquisition date fair value was determined using an option pricing model. The fair value of the contingent consideration will be re-measured through earnings every reporting period. Refer to Note 3 for the fair value of contingent consideration at June 30, 2021. Acquisition of Elevaate On October 26, 2018, the Company acquired all the outstanding shares of Elevaate, a sponsored search company for retail partners and CPG brands. The total acquisition consideration of $13.3 million consisted of $7.2 million in cash and contingent consideration of up to $18.5 million payable in cash with an estimated fair value of $6.1 million as of the acquisition date. The contingent consideration payout was based on Elevaate achieving certain financial metrics between February 1, 2019 through January 31, 2021. The acquisition date fair value of the contingent consideration was determined by using an option pricing model. The fair value of the contingent consideration was re-measured every reporting period. As of January 31, 2021, the date that the contingent consideration period ended, Elevaate achieved certain financial metrics. The Company paid out $9.0 million during the three and six months ended June 30, 2021, of which $8.6 million related to contingent consideration and $0.4 million related to certain bonuses. Of the total $9.0 million that was paid, $6.1 million was classified within financing activity and the remaining $2.9 million was classified within operating activity on the Company's condensed consolidated statements of cash flows. Refer to Note 3 for the fair value of contingent consideration at June 30, 2021. Acquisition of SavingStar, Inc. On August 27, 2018, the Company acquired all the outstanding shares of SavingStar, Inc. (“SavingStar”), a digital promotions company with a CRM platform designed to help brands build and track loyalty programs with their consumers. The total acquisition consideration at closing consisted of $7.5 million in cash. In addition, SavingStar could have earned potential contingent consideration of up to $10.6 million payable in all cash, subject to achieving certain financial metrics between closing through February 29, 2020. At the date of acquisition, the contingent consideration’s fair value was determined to be zero using an option pricing model. As of February 29, 2020, the date that the contingent consideration period ended, SavingStar did not achieve certain financial metrics for payout and the fair value was concluded to be zero. Accordingly, the Company determined that no payout was required when the contingent consideration period ended. Acquisition of Ahalogy On June 1, 2018, the Company acquired all the outstanding shares of Ahalogy, an influencer marketing firm that delivers premium content across social media channels for CPG brands. The acquisition enhances the Company’s performance media solutions for CPGs and retailers, adding social media expertise and a roster of influencers. The total acquisition consideration of $36.4 million consisted of $21.8 million in cash and contingent consideration of up to $30.0 million payable in all cash with an estimated fair value of $14.6 million as of the acquisition date. The contingent consideration payout was based on Ahalogy achieving certain financial metrics between closing through December 31, 2019. The acquisition date fair value of the contingent consideration was determined by using an option pricing model. The fair value of the contingent consideration was re-measured every reporting period. As of December 31, 2019, the date that the contingent consideration period ended, Ahalogy earned the full payout of the contingent consideration by achieving certain financial metrics. The Company paid out $30.0 million during the year ended December 31, 2020, of which $27.0 million related to contingent consideration and $3.0 million related to certain bonuses; and as a result, no liability existed as of December 31, 2020. Of the total $30.0 million that was paid, $14.6 million was classified within financing activity and the remaining $15.4 million was classified within operating activity on the Company’s consolidated statements of cash flows. Each of these acquisitions were accounted for as a business combination. Accordingly, assets acquired and liabilities assumed were recorded at their estimated fair values as of the acquisition date when control was obtained. The Company expensed all transaction costs in the period in which they were incurred. The Company acquired various intangible assets resulting from these acquisitions, such as, customer relationships, vendor relationships, developed technologies and trade names. The fair value of the customer relationships was determined by using a discounted cash flow model. The fair value of the vendor relationships was determined by using a cost approach. The fair value of developed technologies was determined by using the relief from royalty method or the with-and-without method. The fair value of trade names was determined by using the relief from royalty method. The excess of the consideration paid over the fair value of the net tangible assets and liabilities and identifiable intangible assets acquired is recorded as goodwill. The goodwill arising from the acquisitions are largely attributable to the synergies expected to be realized. None of the goodwill recorded from these acquisitions will be deductible for income tax purposes. For each of these transactions, the fair value of the consideration transferred and the assets acquired and liabilities assumed was determined by the Company and in doing so management engaged a third-party valuation specialist to measure the fair value of identifiable intangible assets and obligations related to deferred revenue and contingent consideration. The estimated fair value of the identifiable assets acquired and liabilities assumed in the relevant acquisition is based on management’s best estimates. The following table summarizes the preliminary acquisition consideration and the related fair values of the assets acquired and liabilities assumed (in thousands): Purchase Net Identifiable Goodwill Goodwill (1) Ubimo $ 20,740 $ 384 $ 10,750 $ 9,606 Not Deductible $ 579 Elevaate 13,346 (60) 3,781 9,625 Not Deductible 549 SavingStar 7,485 (1,126) 2,577 6,034 Not Deductible 556 Ahalogy 36,432 2,196 11,580 22,656 Not Deductible 684 $ 78,003 $ 1,394 $ 28,688 $ 47,921 $ 2,368 (1) Expensed as general and administrative The following sets forth each component of identifiable intangible assets acquired in connection with the acquisitions (in thousands): Ubimo Estimated Elevaate Estimated SavingStar Estimated Ahalogy Estimated Developed technologies $ 7,100 4.0 $ 3,307 5.0 $ 1,476 3.0 $ 3,100 4.0 Customer relationships 3,400 2.0 379 5.0 1,040 3.0 6,210 6.0 Trade names 250 4.0 95 3.0 61 1.5 650 4.0 Vendor relationships — — — — — — 1,620 2.0 Total identifiable intangible assets $ 10,750 $ 3,781 $ 2,577 $ 11,580 |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets The following table summarizes the gross carrying amount and accumulated amortization for the intangible assets (in thousands): June 30, 2021 Gross Accumulated Net Weighted Media service rights $ 35,934 $ (29,705) $ 6,229 1.2 Promotion service rights 29,985 (21,553) 8,432 1.4 Developed technologies 27,170 (20,633) 6,537 2.2 Customer relationships 22,690 (17,837) 4,853 2.5 Data access rights 10,801 (9,611) 1,190 0.5 Domain names 5,948 (5,596) 352 0.0 Trade names 2,823 (2,747) 76 0.5 Vendor relationships 2,510 (2,510) — 0.0 Patents 975 (927) 48 1.3 Registered users 420 (420) — 0.0 $ 139,256 $ (111,539) $ 27,717 1.7 December 31, 2020 Gross Accumulated Net Weighted Media service rights $ 35,934 $ (25,688) $ 10,246 1.4 Promotion service rights 33,566 (17,234) 16,332 1.9 Developed technologies 27,170 (18,511) 8,659 2.5 Customer relationships 22,690 (16,105) 6,585 2.7 Data access rights 10,801 (8,420) 2,381 1.0 Domain names 5,948 (5,596) 352 0.0 Trade names 2,823 (2,546) 277 0.6 Vendor relationships 2,510 (2,510) — 0.0 Patents 975 (909) 66 1.8 Registered users 420 (420) — 0.0 $ 142,837 $ (97,939) $ 44,898 2.0 As of June 30, 2021 and December 31, 2020, the Company has a domain name with a gross value of $0.4 million with an indefinite useful life that is not subject to amortization. Intangible assets subject to amortization are amortized over their useful lives as shown in the table above. Amortization expense related to intangible assets subject to amortization was $6.2 million and $13.6 million during the three and six months ended June 30, 2021, respectively, and $7.1 million and $14.4 million during the three and six months ended June 30, 2020, respectively. Estimated future amortization expense related to intangible assets as of June 30, 2021 is as follows (in thousands): Total 2021, remaining six months $ 10,267 2022 12,955 2023 3,583 2024 559 2025 — 2026 and beyond — Total estimated amortization expense $ 27,364 During the three and six months ended June 30, 2021, the Company recorded an impairment charge of $2.6 million within cost of revenues, on the condensed consolidated statements of operations, related to the impairment of a promotion service right, associated with a retailer agreement for the implementation of one of the Company's solutions. Refer to "Purchase Obligations" in Note 14, "Commitments and Contingencies". As of June 30, 2021, the Company performed an analysis of the impact of recent events, including business and market disruption caused by COVID-19, on the fair values of its intangible assets, and determined that no additional impairment existed. The Company will continue to monitor the operating results, cash flow forecasts and challenges from declines in current market conditions, as well as impacts of COVID-19 for these intangible assets. |
Debt Obligations
Debt Obligations | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Debt Obligations 2017 Convertible Senior Notes In November 2017, the Company issued and sold $200.0 million aggregate principal amount of 1.75% convertible senior notes due December 2022 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “notes”). The notes are unsecured obligations of the Company and bear interest at a fixed rate of 1.75% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, 2018. The total net proceeds from the debt offering, after deducting transaction costs, were approximately $193.8 million. The conversion rate for the notes is initially 57.6037 shares of the Company’s common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $17.36 per share of common stock, subject to adjustment upon the occurrence of specified events. Holders of the notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding September 1, 2022, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2018 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five-business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate for the notes on each such trading day; (3) if the Company calls any or all of the notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after September 1, 2022, holders may convert all or any portion of their notes at any time prior to the close of business on the scheduled trading day immediately preceding the maturity date regardless of the foregoing conditions. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election. The Company intends to settle the principal amount of the notes with cash. The Company may not redeem the notes prior to December 5, 2020. It may redeem for cash all or any portion of the notes, at its option, on or after December 5, 2020 if the last reported sale price of its common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending not more than three trading days preceding the date on which it provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the notes. If the Company undergoes a fundamental change prior to the maturity date, holders may require the Company to repurchase for cash all or any portion of their notes at a fundamental change repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In accounting for the issuance of the notes, the Company separated the notes into liability and equity components. The carrying amount of the liability component of $149.3 million was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component of $50.7 million, representing the conversion option, was determined by deducting the fair value of the liability component from the par value of the notes. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) is amortized to interest expense over the term of the notes at an effective interest rate of 5.8%. The Company allocated the total debt issuance costs incurred of $6.2 million to the liability and equity components of the notes in proportion to the respective values. Issuance costs attributable to the liability component of $4.6 million are being amortized to interest expense using the effective interest method over the contractual terms of the notes. Issuance costs attributable to the equity component of $1.6 million were netted with the equity component in additional paid-in capital. The net carrying amount of the liability component of the notes recorded in convertible senior notes, net on the condensed consolidated balance sheets was as follows (in thousands): June 30, December 31, Principal $ 200,000 $ 200,000 Unamortized debt discount (15,780) (21,046) Unamortized debt issuance costs (1,321) (1,786) Net carrying amount of the liability component $ 182,899 $ 177,168 The net carrying amount of the equity component of the notes recorded in additional paid-in capital on the condensed consolidated balance sheets was $49.1 million, net of debt issuance costs of $1.6 million as of June 30, 2021 and December 31, 2020. The following table sets forth the interest expense related to the notes recognized in interest expense on the condensed consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Contractual interest expense $ 875 $ 875 $ 1,750 $ 1,750 Amortization of debt discount 2,653 2,503 5,267 4,970 Amortization of debt issuance costs 232 231 464 462 Total interest expense related to the Notes $ 3,760 $ 3,609 $ 7,481 $ 7,182 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-based Compensation 2013 Equity Incentive Plan In October 2013, the Company adopted the 2013 Equity Incentive Plan (the “2013 Plan”), which became effective in March 2014 and serves as the successor to the Company’s 2006 Stock Plan (the “2006 Plan”). Pursuant to the 2013 Plan, 4,000,000 shares of common stock were initially reserved for grant, plus (1) any shares that were reserved and available for issuance under the 2006 Plan at the time the 2013 Plan became effective, (2) any shares that become available upon forfeiture or repurchase by the Company under the 2006 Plan and (3) any shares added to the 2013 Plan pursuant to the next paragraph. Under the 2013 Plan, the Company may grant stock options, stock appreciation rights, restricted stock and restricted stock units (“RSUs”), performance-based stock and units to employees, directors and consultants. The shares available will be increased at the beginning of each year by the lesser of (i) 4% of outstanding common stock on the last day of the immediately preceding year, or (ii) such number determined by the Board of Directors and subject to additional restrictions relating to the maximum number of shares issuable pursuant to incentive stock options. Under the 2013 Plan, both the ISOs and NSOs are granted at a price per share not less than 100% of the fair market value on the effective date of the grant. The Board of Directors determines the vesting period for each option award on the grant date, and the options generally expire 10 years from the grant date or such shorter term as may be determined by the Board of Directors. Stock Options The fair value of each option was estimated using the Black-Scholes model on the date of grant for the periods presented using the following assumptions: Six Months Ended June 30, 2021 2020 Expected life (in years) — 6.02 Risk-free interest rate — 0.96% Volatility — 50% Dividend yield — — There were no option grants during the three and six months ended June 30, 2021 and during the three months ended June 30, 2020. The weighted-average grant date fair value of options was $4.26 during the six months ended June 30, 2020. Restricted Stock Units and Performance-Based Restricted Stock Units The fair value of RSUs equals the market value of the Company’s common stock on the date of the grant. The RSUs are excluded from issued and outstanding shares until they are vested. On March 1, 2021, (“Grant Date”), the Company granted a total of 938,831 performance-based restricted stock units (“PSU Awards”), under the 2013 Equity Incentive Plan, to certain executive leaders with a grant date fair value of $13.28. The PSU Award represents the right to receive shares of the Company’s common stock upon meeting certain vesting conditions. The PSU Awards will vest in three years subject to the achievement of certain operating performance goals, stock performance goals and continued employment. The fair value of the PSU Award was measured using a Monte Carlo simulation. During the three and six months ended June 30, 2021, the expense recognized in the Company's consolidated financial statements related to the PSU Awards was $1.0 million and $1.4 million, respectively. A summary of the Company’s stock option and RSU, including PSU award activity under the 2013 Plan is as follows: RSUs Outstanding Options Outstanding Shares Number of Weighted Number of Weighted Weighted Aggregate Balance at December 31, 2020 8,467,143 4,708,854 $ 9.09 8,160,221 $ 11.21 5.03 $ 7,100 Increase in shares authorized 3,669,732 — — — — — — Options granted — — — — — — — Options exercised — — — (1,245,453) $ 10.60 — $ 3,777 Options canceled or expired — — — — — — — RSUs granted (1,848,103) 1,848,103 $ 13.51 — — — — RSUs vested — (1,089,638) $ 9.58 — — — — RSUs canceled or expired 394,659 (394,659) $ 9.38 — — — — RSUs vested and withheld for taxes 331,325 — — — — — — Balance as of June 30, 2021 11,014,756 5,072,660 $ 10.57 6,914,768 $ 11.32 5.38 $ 12,938 Vested and exercisable as of June 30, 2021 5,151,959 $ 12.26 4.39 $ 8,866 The aggregate intrinsic value disclosed in the table above is based on the difference between the exercise price of the options and the fair value of the Company’s common stock. The aggregate total fair value of options vested was $1.2 million and $2.6 million during the three and six months ended June 30, 2021 and $1.5 million and $2.9 million during the three and six months ended June 30, 2020, respectively. Employee Stock Purchase Plan The Company’s Board of Directors adopted the 2013 Employee Stock Purchase Plan (“ESPP”), which became effective in March 2014. Eligible employees can enroll and elect to contribute up to 15% of their base compensation through payroll withholdings in each offering period which is six months in duration, subject to certain limitations. The purchase price of the stock is the lower of 85% of the fair market value on (a) the first day of the offering period or (b) the purchase date. The fair value of the option feature is estimated using the Black-Scholes model for the period presented based on the following assumptions: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Expected life (in years) 0.5 0.5 0.5 0.5 Risk-free interest rate 0.03% 0.15% 0.03% - 0.12% 0.15% - 1.59% Volatility 75% 60% 60% - 75% 55% - 60% Dividend yield — — — — As of June 30, 2021, a total of 2,179,103 shares of common stock were issued under the ESPP since inception of the plan. As of June 30, 2021, a total of 1,820,897 shares are available for issuance under the ESPP. Stock-based Compensation Expense The following table sets forth the total stock-based compensation expense resulting from stock options, RSUs and ESPP shares included in the Company’s condensed consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Cost of revenues $ 401 $ 387 $ 824 $ 822 Sales and marketing 1,181 1,323 2,436 2,725 Research and development 977 839 1,949 1,720 General and administrative 3,981 4,457 7,175 9,265 Total stock-based compensation expense $ 6,540 $ 7,006 $ 12,384 $ 14,532 As of June 30, 2021, there was $58.2 million of unrecognized stock-based compensation expense, of which $7.7 million is related to stock options and ESPP shares, and $50.5 million is related to RSUs. The total unrecognized stock-based compensation expense related to stock options and ESPP as of June 30, 2021 will be amortized over a weighted-average period of 2.10 years. The total unrecognized stock-based compensation expense related to RSUs as of June 30, 2021 will be amortized over a weighted-average period of 2.67 years. During the three and six months ended June 30, 2021, the Company capitalized $0.1 million and $0.2 million, respectively, and $0.1 million and $0.2 million during the three and six months ended June 30, 2020, respectively, of stock-based compensation expense in projects in process as part of property and equipment, net on the accompanying condensed consolidated balance sheets. |
Common Stock Repurchase Program
Common Stock Repurchase Programs | 6 Months Ended |
Jun. 30, 2021 | |
Common Stock Repurchase Program [Abstract] | |
Common Stock Repurchase Programs | Common Stock Repurchase ProgramsThe Board of Directors has approved programs for the Company to repurchase shares of its common stock. In February 2021, the Company’s Board of Directors authorized a one year share repurchase program (the “2021 Program”) for the Company to repurchase up to $50.0 million of its common stock from February 2021 through February 2022. Stock repurchases may be made from time to time in open market transactions or privately negotiated transactions, and the Company may use a plan that is intended to meet the requirements of SEC Rule 10b5-1 to enable stock repurchases to occur during periods when the trading window would otherwise be closed. The Company may suspend, modify or terminate the 2021 Program at any time without prior notice. During the three and six months ended June 30, 2021, the Company did not repurchase any shares of its common stock. As of June 30, 2021, $50.0 million remains available for future share repurchases under the 2021 Program. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded a provision for income taxes of $0.2 million and $0.5 million during the three and six months ended June 30, 2021, respectively, and a benefit from income taxes of $35 thousand and a provision for income taxes $0.2 million during the three and six months ended June 30, 2020, respectively. The provision for income taxes for the three and six months ended June 30, 2021 was primarily attributable to the Company’s foreign operations, amortization of tax deductible goodwill from previous acquisitions, and state taxes. The benefit from and provision for income taxes for the three and six months ended June 30, 2020, respectively, was primarily attributable to the Company’s foreign operations, federal and state taxes, and amortization of tax deductible goodwill from prior year acquisitions. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The computation of the Company’s basic and diluted net loss per share is as follows (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net loss $ (17,201) $ (19,133) $ (30,615) $ (35,858) Weighted-average number of common shares 93,645 90,112 93,038 89,875 Net loss per share, basic and diluted $ (0.18) $ (0.21) $ (0.33) $ (0.40) The outstanding common equivalent shares excluded from the computation of the diluted net loss per share for the periods presented because including them would have been antidilutive are as follows (in thousands): Three and Six Months Ended June 30, 2021 2020 Stock options and ESPP 6,968 9,082 Restricted stock units 5,073 5,044 Shares related to convertible senior notes 11,521 11,521 23,562 25,647 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company has entered into operating leases primarily for office facilities. These leases have terms which typically range from 1 year to 10 years, and often include options to renew. These renewal terms can extend the lease term up to 6 years, and are included in the lease term when it is reasonably certain that the Company will exercise the option. These operating leases are included as operating lease right-of-use assets on the condensed consolidated balance sheets, and represent the Company’s right to use the underlying asset for the lease term. The present value of the Company’s obligation to make lease payments are included in other current liabilities and other non-current liabilities on the condensed consolidated balance sheets. The Company has entered into short-term leases primarily for office facilities with an initial term of twelve months or less, and a professional sports team suite with a 20-year term, which it uses for sales and marketing purposes. The effective lease term for the professional sports team suite is based on the cumulative days available for use throughout the 20-year contractual term, which is less than twelve months and therefore is classified as a short-term lease. As of June 30, 2021, the Company’s lease commitment of $5.4 million, relating to the professional sports team suite, expires in 2034, and does not reflect short-term lease costs. These leases are not recorded on the Company's condensed consolidated balance sheet due to the accounting policy election as discussed under Note 2 to the condensed consolidated financial statements. All operating lease expense is recognized on a straight-line basis over the lease term. During the three and six months ended June 30, 2021, the Company recognized $1.5 million and $3.0 million, respectively, in total lease costs, which is comprised of $1.3 million and $2.6 million, respectively, in operating lease costs for right-of-use assets and $0.2 million and $0.4 million, respectively, in short-term lease costs related to short-term operating leases. During the three and six months ended June 30, 2020, the Company recognized $1.2 million and $2.3 million, respectively, in total lease costs, which is comprised of $1.0 million and $1.7 million, respectively, in operating lease costs for right-of-use assets and $0.2 million and $0.5 million respectively, in short-term lease costs related to short-term operating leases. Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. The Company has certain contracts for office facilities which may contain lease and non-lease components which it has elected to be treated as a single lease component due to the accounting policy election as discussed under Note 2 to the condensed consolidated financial statements. Supplemental cash flow information related to operating leases was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Cash paid for operating lease liabilities $ 1,193 $ 936 $ 2,143 $ 1,910 Right-of-use assets obtained in exchange for — 11,084 3,942 11,084 Supplemental balance sheet information related to operating leases was as follows (in thousands, except lease term and discount rate): June 30, 2021 December 31, 2020 Operating right-of-use assets reported as: Operating lease right-of-use assets $ 18,247 $ 16,222 Operating lease liabilities reported as: Other current liabilities $ 3,572 $ 3,650 Operating lease liabilities 18,510 15,956 Total operating lease liabilities $ 22,082 $ 19,606 Weighted average remaining lease term (in years) 7.3 7.2 Weighted average discount rate 5.4 % 5.8 % Maturities of operating lease liabilities were as follows (in thousands): Operating Leases 2021, remaining six months $ 2,306 2022 4,074 2023 4,142 2024 3,550 2025 2,973 2026 and thereafter 10,645 Total lease payments $ 27,690 Less: Imputed Interest (5,608) Total $ 22,082 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Obligations The Company has unconditional purchase commitments, primarily related to distribution fees, software license fees and marketing services, of $26.4 million as of June 30, 2021. Some of our agreements with retailers include certain prepaid or guaranteed distribution fees which, in some cases, may apply to multiple annual periods. If the adoption and usage of our platforms do not meet projections or minimums, these prepaid or guaranteed distribution fees may not be recoverable and any shortfall may be payable by us at the end of the applicable period. We considered various factors in our assessment including our historical experience with the transaction volumes through the retailer and comparative retailers, ongoing communications with the retailer to increase its marketing efforts to promote the digital platform, as well as the projected revenues, and associated revenue share payments. For example, in 2020, implementation with a retailer of one of the Company’s solutions resulted in slower than expected adoption due to a variety of factors, including the spread of COVID-19 and a dispute related to the retailer's failure to perform certain obligations under an agreement between the parties. In light of these factors, the Company was not able to meet the contractual minimum under such arrangement at the end of the applicable period, which was deemed to end in October 2020. In order to resolve a disagreement regarding the parties' respective obligations under the agreement with respect to such applicable period, the Company recognized a loss of $8.8 million during the year ended December 31, 2020, to settle such matter. This loss was included in cost of revenues on our consolidated statements of operations. During the second quarter of 2021, the Company notified the retailer that due to the retailer's failure to meet certain obligations under the agreement, the Company is not obligated to meet the contractual minimums for the current period scheduled to end in October 2021. The Company and the retailer are engaged in discussions to resolve this matter. If the contractual minimum applicable to the period scheduled to end in October 2021 remains enforceable, the Company may recognize a loss that, depending on a variety of factors, is estimated to be as high as $8.0 million. Indemnification In the normal course of business, to facilitate transactions related to the Company’s operations, the Company indemnifies certain parties, including CPGs, advertising agencies, retailers and other third parties. The Company has agreed to hold certain parties harmless against losses arising from claims of intellectual property infringement or other liabilities relating to or arising from our products or services, or other contractual infringement. The term of these indemnity provisions generally survive termination or expiration of the applicable agreement. To date, the Company has not recorded any reserves related to these agreements. We also have entered into indemnification agreements with our officers and directors, and our Amended and Restated Bylaws also contain provisions relating to circumstances under which the Company may indemnify certain other parties. Litigation In the ordinary course of business, the Company may be involved in lawsuits, claims, investigations, and proceedings consisting of intellectual property, commercial, employment, and other matters. The Company records a provision for these claims when it is both probable that a liability has been incurred and the amount of the loss, or a range of the potential loss, can be reasonably estimated. These provisions are reviewed regularly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information or events pertaining to a particular case. In the event that one or more of these matters were to result in a claim against the Company, an adverse outcome, including a judgment or settlement, may cause a material adverse effect on the Company’s future business, operating results, or financial condition. The Company believes that liabilities associated with existing claims are remote; therefore, the Company has not recorded any accrual for existing claims as of June 30, 2021 and December 31, 2020. The Company expenses legal fees in the period in which they are incurred. |
Employee Benefit Plan
Employee Benefit Plan | 6 Months Ended |
Jun. 30, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit PlanThe Company maintains a defined-contribution plan under Section 401(k) of the Internal Revenue Code. The 401(k) plan provides retirement benefits for eligible employees. Eligible employees may elect to contribute to the 401(k) plan. The Company provides a match of up to the lesser of 3% of each employee’s annual salary or $6,000, which vests immediately for employees with tenure of over a year of continuous employment. The Company’s matching contribution expense was $0.7 million and $1.4 million during the three and six months ended June 30, 2021, respectively, and $0.5 million and $1.2 million during the three and six months ended June 30, 2020, respectively. |
Information About Geographic Ar
Information About Geographic Areas | 6 Months Ended |
Jun. 30, 2021 | |
Segments, Geographical Areas [Abstract] | |
Information About Geographic Areas | Information About Geographic AreasRevenues generated outside of the United States were insignificant for all periods presented. Additionally, as the Company’s assets are primarily located in the United States, information regarding geographical location is not presented, as such amounts are immaterial to these condensed consolidated financial statements taken as a whole. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsIn July 2021, the Company entered into an Office Lease (“Lease”) with approximately 31,250 rentable square feet, for office facilities located in Santa Clara, California. The lease term is approximately four years with total lease payments of $4.0 million over the lease term. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2021 or for any other period. Certain prior period amounts on the condensed consolidated balance sheets have been reclassified to conform to the current period’s presentation. There have been no significant changes to the Company’s significant accounting policies described in the Annual Report on Form 10-K for the year ended December 31, 2020 that have had a material impact on its condensed consolidated financial statements and related notes. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the Company’s condensed consolidated financial statements and accompanying notes. Such management estimates include, but are not limited to, revenue recognition, collectability of accounts receivable, coupon code sales return reserve, valuation of assets acquired and liabilities assumed in a business combination, useful lives of intangible assets, estimates related to recoverability of long-lived assets and goodwill, stock-based compensation, measurement of contingent consideration, restructuring accruals, legal contingencies, debt discounts, deferred income tax assets and associated valuation allowances and distribution fee commitments. These estimates generally require judgments, may involve the analysis of historical and prediction of future trends, and are subject to change from period to period. Actual results may differ from the Company’s estimates, and such differences may be material to the accompanying condensed consolidated financial statements. The COVID-19 pandemic has created and may continue to create uncertainty in macroeconomic conditions, which may cause further business slowdowns or shutdowns, depress demand for the Company’s advertising business, and adversely impact the Company’s results of operations, even in light of mass vaccination efforts that are underway. The Company expects uncertainties around its key accounting estimates to continue to evolve depending on the duration and degree of impact associated with the COVID-19 pandemic . The Company’s estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in its condensed consolidated financial statements. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Accounting Pronouncements Not Yet Adopted In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The guidance simplifies an issuer's accounting for convertible debt instruments and its application of the derivatives scope exception for contracts in its own entity. The guidance eliminates two of the three models in ASC 470-20 that require separate accounting for embedded conversion features. The standard is effective for the Company beginning January 1, 2022, and interim periods within that reporting period, and early adoption is permitted. The Company is currently evaluating the impact of adopting this new accounting guidance on the condensed consolidated financial statements. |
Revenue Recognition | Revenue Recognition The Company primarily generates revenue by providing digital media and promotions solutions to its customers and partners. Revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, we satisfy a performance obligation The Company provides digital promotions, including digital coupons, and/or media programs to its customers which consist of CPG customers, retail partners and advertising agencies whereby it uses its proprietary technology platforms to create, target, deliver and analyze these programs. The Company typically generates revenue from its customers through the use of these programs on a cost-per-click, cost-per-impression, or cost-per-acquisition basis. Programs usually include a limit on the number of clicks and/or impressions and are billed monthly. The pricing of digital promotions programs typically includes both promotion setup fees and promotion campaign fees. Promotion setup fees are related to the creation of digital promotions and set up of the underlying campaign on Quotient’s proprietary platforms for tracking of the related clicks. The Company recognizes revenues related to promotion setup fees over time, proportionally, on a per click basis, using the number of authorized clicks, per insertion order, commencing on the date of the first click. A click refers to the consumers action of activating a digital promotion through the Company’s proprietary technology platform by either saving it to a retailer’s loyalty account for automatic digital redemption, or printing it for physical redemption at a retailer. Promotion campaign fees are usually determined on a per click basis. The Company typically recognizes revenues for digital promotion campaign fees as clicks occur. The Company’s media programs enable CPGs and retailers to distribute digital media to promote their brands and products on its retailers’ websites and mobile applications, and through a network of affiliate publishers and non-publisher third parties that display its media offerings on their websites or mobile applications. Pricing for media campaigns is usually determined on a cost-per-impression, cost-per-click or cost-per-acquisition basis. The Company recognizes revenue each time a digital media ad is displayed or each time a user clicks on the media ad displayed on the Company’s websites, mobile applications or on third-party websites. Digital promotion programs also include the Company’s Specialty Retail business, in which specialty stores including clothing, electronics, home improvement and many others offer coupon codes that we distribute. Each time a consumer makes a purchase using a coupon code delivered through our platform, we earn a distribution fee. The Company usually generates revenues when a consumer makes a purchase using a coupon code from its platform and completion of the order is reported to the Company. In the same period that the Company recognizes revenues for the delivery of coupon codes, it also estimates and records a reserve, based upon historical experience, to provide for end-user cancellations or product returns which may not be reported until a subsequent date. Gross Versus Net Revenue Reporting In the normal course of business and through its distribution network, the Company delivers digital media and promotions on retailers’ websites through retailers’ loyalty programs, and on the websites of digital publishers. In these situations, the Company evaluates whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis). The Company reports certain digital promotion and media advertising revenues for campaigns placed on third-party owned properties on a gross basis, that is, the amounts billed to its customers are recorded as revenues, and distribution fees paid to retailers or digital publishers are recorded as cost of revenues. The Company is the principal because it controls the digital promotion and media advertising inventory before it is transferred to its customers. The Company’s control is evidenced by its sole ability to monetize the digital coupon and media advertising inventory, being primarily responsible to its customers, having discretion in establishing pricing for the delivery of the digital promotions and media, or a combination of these. In other cases, the Company reports certain digital media advertising revenues on a net basis, that is, the costs for digital advertising inventory and third-party data paid to suppliers are deducted from gross revenues to arrive at net revenues. The Company’s performance obligation in these arrangements is to provide the use of its platforms that enables customers to bid on digital advertising inventory, which is determined based on real-time bidding, use of data and other add-on features in designing and executing their campaigns. The Company charges its customers a platform fee based on a percentage of the digital advertising inventory and data costs purchased through the use of its platforms. The platform fee is not contingent on the results of a digital media advertising campaign. The Company has determined that it’s an agent in these arrangements because it does not have control of the digital advertising inventory before it is transferred to the customer and does not set prices agreed upon within the auction marketplace. Arrangements with Multiple Performance Obligations The Company’s contracts with customers may include multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines its best estimate of its standalone selling prices based on its overall pricing objectives, taking into consideration market conditions and other factors, including the value of its contracts and characteristics of targeted customers. Deferred Revenues Deferred revenues primarily relate to cash received or billings to customers associated with promotion setup fees, promotion campaign fees and digital media fees that are expected to be recognized upon click, or delivery of media impressions, which generally occur within the next twelve months. The Company records deferred revenues, including amounts which are refundable, when cash payments are received or become due in advance of the Company satisfying its performance obligations. The increase in the deferred revenue balance for the six months ended June 30, 2021 is primarily driven by cash payments received or due in advance of satisfying the Company’s performance obligations of $19.1 million, partially offset by $13.2 million of recognized revenue. The Company’s payment terms vary by the type and size of its customers. For certain products or services and customer types, we require payment before the products or services are delivered to the customer. Practical Expedients and Exemptions The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which it recognizes revenue for an amount where it has the right to invoice for services performed. Sales Commissions The Company generally incurs and expenses sales commissions upon recognition of revenue for related goods and services, which typically occurs within one year or less. Sales commissions earned related to revenues for initial contracts are commensurate with sales commissions related to renewal contracts. These costs are recorded within sales and marketing expenses on the condensed consolidated statements of operations. |
Accounts Receivable, Net of Allowance for Credit Losses | Accounts Receivables, Net of Allowance for Credit Losses Trade and other receivables are included in accounts receivables and primarily comprised of trade receivables that are recorded at invoiced amounts, net of an allowance for credit losses and do not bear interest. Other receivables included unbilled receivables related to digital promotions and media advertising contracts with customers. The Company generally does not require collateral and performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses. The Company maintains an allowance for credit losses based upon the expected collectability of its accounts receivable. The Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when we identify specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company reviewed credit profiles of its customers, contractual terms and conditions, current economic trends, reasonable and supportable forecasts of future economic conditions, and historical payment experience. For the three and six months ended June 30, 2021, the Company’s assessment considered business and market disruptions caused by COVID-19 and estimates of expected emerging credit and collectability trends. The continued volatility in market conditions and evolving shifts in credit trends are difficult to predict, causing variability and volatility that may have a material impact on our allowance for credit losses in future periods. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Revenues Disaggregated by Type of Services | The following table presents the Company’s revenues disaggregated by type of services (in thousands, unaudited). The majority of the Company’s revenue is generated from sales in the United States. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Promotion $ 59,576 $ 46,627 $ 129,190 $ 106,338 Media 64,304 36,828 110,006 75,904 Total Revenue $ 123,880 $ 83,455 $ 239,196 $ 182,242 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The Company’s fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis are as follows (in thousands): June 30, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 104,988 — — $ 104,988 Total $ 104,988 $ — $ — $ 104,988 Liabilities: Contingent consideration related to acquisitions — — 21,410 21,410 Total $ — $ — $ 21,410 $ 21,410 December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 104,964 — — $ 104,964 Total $ 104,964 $ — $ — $ 104,964 Liabilities: Contingent consideration related to acquisitions — — 29,454 29,454 Total $ — $ — $ 29,454 $ 29,454 |
Summary of Changes in Contingent Consideration | The following table represents the change in the contingent consideration (in thousands): Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Ubimo Elevaate Ubimo Elevaate Level 3 Level 3 Level 3 Level 3 Balance at the beginning of period $ 21,168 $ 8,571 $ 20,930 $ 8,524 Change in fair value during the period 242 — 480 47 Payments made during the period — (8,571) — (8,571) Total $ 21,410 $ — $ 21,410 $ — Three Months Ended June 30, 2020 Six Months Ended June 30, 2020 Ubimo Elevaate Ahalogy Ubimo Elevaate Ahalogy Level 3 Level 3 Level 3 Level 3 Level 3 Level 3 Balance at the beginning of period $ 5,979 $ 3,701 $ — $ 5,686 $ 3,534 $ 27,000 Change in fair value during the period 4,260 (494) — 4,553 (327) — Payments made during the period $ — $ — $ — — — (27,000) Total $ 10,239 $ 3,207 $ — $ 10,239 $ 3,207 $ — |
Allowance for Credit Losses (Ta
Allowance for Credit Losses (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Credit Loss [Abstract] | |
Summary of Activity in Allowance for Credit Losses | The summary of activity in the allowance for credit losses is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Balance at the beginning of period $ 1,947 $ 2,043 $ 2,070 $ 2,021 Provision for expected credit losses 392 46 585 263 Write-offs charged against the allowance, net of recoveries (377) (10) (693) (205) Balance at the end of period $ 1,962 $ 2,079 $ 1,962 $ 2,079 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Property and Equipment, Net | Property and equipment consist of the following (in thousands): June 30, December 31, Software $ 48,542 $ 47,357 Computer equipment 24,172 23,912 Leasehold improvements 6,202 6,197 Furniture and fixtures 2,551 2,533 Total 81,467 79,999 Accumulated depreciation and amortization (68,314) (65,959) Projects in process 5,981 3,228 Total property and equipment, net $ 19,134 $ 17,268 |
Accrued Compensation and Benefits | Accrued compensation and benefits consist of the following (in thousands): June 30, December 31, Bonus $ 5,474 $ 3,150 Commissions 4,519 7,247 Payroll and related expenses 3,032 3,116 Vacation 1,254 855 Total accrued compensation and benefits $ 14,279 $ 14,368 |
Other Current Liabilities | Other current liabilities consist of the following (in thousands): June 30, December 31, Distribution fees $ 39,460 $ 36,245 Traffic acquisition cost 10,095 9,756 Operating lease liabilities 3,572 3,650 Prefunded liability 3,418 3,067 Rebate liability 2,879 2,696 Marketing expenses 892 2,251 Interest payable 282 282 Liability related to purchased intangible asset — 1,250 Other 12,728 11,423 Total other current liabilities $ 73,326 $ 70,620 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Summary of Preliminary Acquisition Consideration and the Related Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary acquisition consideration and the related fair values of the assets acquired and liabilities assumed (in thousands): Purchase Net Identifiable Goodwill Goodwill (1) Ubimo $ 20,740 $ 384 $ 10,750 $ 9,606 Not Deductible $ 579 Elevaate 13,346 (60) 3,781 9,625 Not Deductible 549 SavingStar 7,485 (1,126) 2,577 6,034 Not Deductible 556 Ahalogy 36,432 2,196 11,580 22,656 Not Deductible 684 $ 78,003 $ 1,394 $ 28,688 $ 47,921 $ 2,368 (1) Expensed as general and administrative |
Component of Identifiable Intangible Assets | The following sets forth each component of identifiable intangible assets acquired in connection with the acquisitions (in thousands): Ubimo Estimated Elevaate Estimated SavingStar Estimated Ahalogy Estimated Developed technologies $ 7,100 4.0 $ 3,307 5.0 $ 1,476 3.0 $ 3,100 4.0 Customer relationships 3,400 2.0 379 5.0 1,040 3.0 6,210 6.0 Trade names 250 4.0 95 3.0 61 1.5 650 4.0 Vendor relationships — — — — — — 1,620 2.0 Total identifiable intangible assets $ 10,750 $ 3,781 $ 2,577 $ 11,580 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Gross Carrying Amount and Accumulated Amortization for Intangible Assets Intangible Assets | The following table summarizes the gross carrying amount and accumulated amortization for the intangible assets (in thousands): June 30, 2021 Gross Accumulated Net Weighted Media service rights $ 35,934 $ (29,705) $ 6,229 1.2 Promotion service rights 29,985 (21,553) 8,432 1.4 Developed technologies 27,170 (20,633) 6,537 2.2 Customer relationships 22,690 (17,837) 4,853 2.5 Data access rights 10,801 (9,611) 1,190 0.5 Domain names 5,948 (5,596) 352 0.0 Trade names 2,823 (2,747) 76 0.5 Vendor relationships 2,510 (2,510) — 0.0 Patents 975 (927) 48 1.3 Registered users 420 (420) — 0.0 $ 139,256 $ (111,539) $ 27,717 1.7 December 31, 2020 Gross Accumulated Net Weighted Media service rights $ 35,934 $ (25,688) $ 10,246 1.4 Promotion service rights 33,566 (17,234) 16,332 1.9 Developed technologies 27,170 (18,511) 8,659 2.5 Customer relationships 22,690 (16,105) 6,585 2.7 Data access rights 10,801 (8,420) 2,381 1.0 Domain names 5,948 (5,596) 352 0.0 Trade names 2,823 (2,546) 277 0.6 Vendor relationships 2,510 (2,510) — 0.0 Patents 975 (909) 66 1.8 Registered users 420 (420) — 0.0 $ 142,837 $ (97,939) $ 44,898 2.0 |
Estimated Amortization of Intangible Assets | Estimated future amortization expense related to intangible assets as of June 30, 2021 is as follows (in thousands): Total 2021, remaining six months $ 10,267 2022 12,955 2023 3,583 2024 559 2025 — 2026 and beyond — Total estimated amortization expense $ 27,364 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Net Carrying Amount of Liability Component | The net carrying amount of the liability component of the notes recorded in convertible senior notes, net on the condensed consolidated balance sheets was as follows (in thousands): June 30, December 31, Principal $ 200,000 $ 200,000 Unamortized debt discount (15,780) (21,046) Unamortized debt issuance costs (1,321) (1,786) Net carrying amount of the liability component $ 182,899 $ 177,168 |
Schedule of Interest Expense | The following table sets forth the interest expense related to the notes recognized in interest expense on the condensed consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Contractual interest expense $ 875 $ 875 $ 1,750 $ 1,750 Amortization of debt discount 2,653 2,503 5,267 4,970 Amortization of debt issuance costs 232 231 464 462 Total interest expense related to the Notes $ 3,760 $ 3,609 $ 7,481 $ 7,182 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Assumptions Used to Estimate the Fair Value of Stock Options | The fair value of each option was estimated using the Black-Scholes model on the date of grant for the periods presented using the following assumptions: Six Months Ended June 30, 2021 2020 Expected life (in years) — 6.02 Risk-free interest rate — 0.96% Volatility — 50% Dividend yield — — |
Summary of Stock Option and Restricted Stock Units Award Activity | A summary of the Company’s stock option and RSU, including PSU award activity under the 2013 Plan is as follows: RSUs Outstanding Options Outstanding Shares Number of Weighted Number of Weighted Weighted Aggregate Balance at December 31, 2020 8,467,143 4,708,854 $ 9.09 8,160,221 $ 11.21 5.03 $ 7,100 Increase in shares authorized 3,669,732 — — — — — — Options granted — — — — — — — Options exercised — — — (1,245,453) $ 10.60 — $ 3,777 Options canceled or expired — — — — — — — RSUs granted (1,848,103) 1,848,103 $ 13.51 — — — — RSUs vested — (1,089,638) $ 9.58 — — — — RSUs canceled or expired 394,659 (394,659) $ 9.38 — — — — RSUs vested and withheld for taxes 331,325 — — — — — — Balance as of June 30, 2021 11,014,756 5,072,660 $ 10.57 6,914,768 $ 11.32 5.38 $ 12,938 Vested and exercisable as of June 30, 2021 5,151,959 $ 12.26 4.39 $ 8,866 |
Summary of Assumptions Used to Estimate the Fair Value of Employee Stock Purchase Plan | The fair value of the option feature is estimated using the Black-Scholes model for the period presented based on the following assumptions: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Expected life (in years) 0.5 0.5 0.5 0.5 Risk-free interest rate 0.03% 0.15% 0.03% - 0.12% 0.15% - 1.59% Volatility 75% 60% 60% - 75% 55% - 60% Dividend yield — — — — |
Schedule of Stock Based Compensation Expense | The following table sets forth the total stock-based compensation expense resulting from stock options, RSUs and ESPP shares included in the Company’s condensed consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Cost of revenues $ 401 $ 387 $ 824 $ 822 Sales and marketing 1,181 1,323 2,436 2,725 Research and development 977 839 1,949 1,720 General and administrative 3,981 4,457 7,175 9,265 Total stock-based compensation expense $ 6,540 $ 7,006 $ 12,384 $ 14,532 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share | The computation of the Company’s basic and diluted net loss per share is as follows (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net loss $ (17,201) $ (19,133) $ (30,615) $ (35,858) Weighted-average number of common shares 93,645 90,112 93,038 89,875 Net loss per share, basic and diluted $ (0.18) $ (0.21) $ (0.33) $ (0.40) |
Schedule of Outstanding Common Equivalent Shares Excluded from Computation of Diluted Net Loss Per Share | The outstanding common equivalent shares excluded from the computation of the diluted net loss per share for the periods presented because including them would have been antidilutive are as follows (in thousands): Three and Six Months Ended June 30, 2021 2020 Stock options and ESPP 6,968 9,082 Restricted stock units 5,073 5,044 Shares related to convertible senior notes 11,521 11,521 23,562 25,647 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Schedule of Supplemental Cash Flow Information Related to Operating Leases | Supplemental cash flow information related to operating leases was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Cash paid for operating lease liabilities $ 1,193 $ 936 $ 2,143 $ 1,910 Right-of-use assets obtained in exchange for — 11,084 3,942 11,084 |
Supplemental Balance Sheet Information Related to Operating Leases | Supplemental balance sheet information related to operating leases was as follows (in thousands, except lease term and discount rate): June 30, 2021 December 31, 2020 Operating right-of-use assets reported as: Operating lease right-of-use assets $ 18,247 $ 16,222 Operating lease liabilities reported as: Other current liabilities $ 3,572 $ 3,650 Operating lease liabilities 18,510 15,956 Total operating lease liabilities $ 22,082 $ 19,606 Weighted average remaining lease term (in years) 7.3 7.2 Weighted average discount rate 5.4 % 5.8 % |
Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities were as follows (in thousands): Operating Leases 2021, remaining six months $ 2,306 2022 4,074 2023 4,142 2024 3,550 2025 2,973 2026 and thereafter 10,645 Total lease payments $ 27,690 Less: Imputed Interest (5,608) Total $ 22,082 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Accounting Policies [Abstract] | |
Deferred revenue due to performance obligations | $ 19.1 |
Deferred revenue, revenue recognized | $ 13.2 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Revenues Disaggregated by Type of Services (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 123,880 | $ 83,455 | $ 239,196 | $ 182,242 |
Promotion | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 59,576 | 46,627 | 129,190 | 106,338 |
Media | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 64,304 | $ 36,828 | $ 110,006 | $ 75,904 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Total assets fair value | $ 104,988 | $ 104,964 |
Liabilities: | ||
Contingent consideration related to acquisitions | 21,410 | 29,454 |
Total liabilities fair value | 21,410 | 29,454 |
Money market funds | ||
Assets: | ||
Cash equivalents fair value | 104,988 | 104,964 |
Level 1 | ||
Assets: | ||
Total assets fair value | 104,988 | 104,964 |
Liabilities: | ||
Contingent consideration related to acquisitions | 0 | 0 |
Total liabilities fair value | 0 | 0 |
Level 1 | Money market funds | ||
Assets: | ||
Cash equivalents fair value | 104,988 | 104,964 |
Level 2 | ||
Assets: | ||
Total assets fair value | 0 | 0 |
Liabilities: | ||
Contingent consideration related to acquisitions | 0 | 0 |
Total liabilities fair value | 0 | 0 |
Level 2 | Money market funds | ||
Assets: | ||
Cash equivalents fair value | 0 | 0 |
Level 3 | ||
Assets: | ||
Total assets fair value | 0 | 0 |
Liabilities: | ||
Contingent consideration related to acquisitions | 21,410 | 29,454 |
Total liabilities fair value | 21,410 | 29,454 |
Level 3 | Money market funds | ||
Assets: | ||
Cash equivalents fair value | $ 0 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Contingent Consideration (Details) - Level 3 - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Ubimo | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance at the beginning of period | $ 21,168 | $ 5,979 | $ 20,930 | $ 5,686 |
Change in fair value during the period | 242 | 4,260 | 480 | 4,553 |
Payments made during the period | 0 | 0 | 0 | 0 |
Total | 21,410 | 10,239 | 21,410 | 10,239 |
Elevaate | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance at the beginning of period | 8,571 | 3,701 | 8,524 | 3,534 |
Change in fair value during the period | 0 | (494) | 47 | (327) |
Payments made during the period | (8,571) | 0 | (8,571) | 0 |
Total | $ 0 | 3,207 | $ 0 | 3,207 |
Ahalogy | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance at the beginning of period | 0 | 27,000 | ||
Change in fair value during the period | 0 | 0 | ||
Payments made during the period | 0 | (27,000) | ||
Total | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 25 Months Ended | 32 Months Ended | ||||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Oct. 26, 2018 | Jun. 01, 2018 | Nov. 30, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Charge related to changes in fair value of contingent consideration | $ 200,000 | $ 3,700,000 | $ 500,000 | $ 4,200,000 | ||||||
Contingent consideration, fair value | 0 | 0 | $ 0 | $ 20,930,000 | ||||||
Contingent consideration paid out, operating activity | 242,000 | 3,766,000 | 527,000 | 4,226,000 | ||||||
1.75% Convertible Senior Notes Due 2022 | Senior Notes | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Debt instrument fixed interest rate per annum | 1.75% | |||||||||
1.75% Convertible Senior Notes Due 2022 | Level 2 | Senior Notes | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Debt instrument fixed interest rate per annum | 1.75% | |||||||||
Fair value of convertible senior notes | 201,400,000 | 201,400,000 | 201,400,000 | $ 196,500,000 | ||||||
Elevaate | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Contingent consideration paid out | $ 8,600,000 | $ 8,600,000 | ||||||||
Contingent consideration, fair value | $ 6,100,000 | |||||||||
Contingent consideration paid out, financing activity | $ 6,100,000 | |||||||||
Contingent consideration paid out, operating activity | $ 2,500,000 | |||||||||
Ahalogy | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||
Contingent consideration paid out | 27,000,000 | |||||||||
Contingent consideration, fair value | $ 0 | $ 0 | $ 0 | $ 14,600,000 | ||||||
Contingent consideration paid out, financing activity | $ 14,600,000 | |||||||||
Contingent consideration paid out, operating activity | $ 12,400,000 |
Allowance for Credit Losses - S
Allowance for Credit Losses - Summary of Activity in Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Balance at the beginning of period | $ 1,947 | $ 2,043 | $ 2,070 | $ 2,021 |
Provision for expected credit losses | 392 | 46 | 585 | 263 |
Write-offs charged against the allowance, net of recoveries | (377) | (10) | (693) | (205) |
Balance at the end of period | $ 1,962 | $ 2,079 | $ 1,962 | $ 2,079 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Total | $ 81,467 | $ 79,999 |
Accumulated depreciation and amortization | (68,314) | (65,959) |
Projects in process | 5,981 | 3,228 |
Total property and equipment, net | 19,134 | 17,268 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Total | 48,542 | 47,357 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Total | 24,172 | 23,912 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Total | 6,202 | 6,197 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Total | $ 2,551 | $ 2,533 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |||||
Depreciation | $ 1.5 | $ 1.8 | $ 3.5 | $ 3.4 | |
Capitalized costs | 2.1 | 1.9 | 4.4 | 3.6 | |
Amortization expense | 0.7 | $ 0.8 | 1.8 | $ 1.5 | |
Unamortized costs | $ 9.8 | $ 9.8 | $ 8.6 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Compensation and Benefits (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Bonus | $ 5,474 | $ 3,150 |
Commissions | 4,519 | 7,247 |
Payroll and related expenses | 3,032 | 3,116 |
Vacation | 1,254 | 855 |
Total accrued compensation and benefits | $ 14,279 | $ 14,368 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Distribution fees | $ 39,460 | $ 36,245 |
Traffic acquisition cost | 10,095 | 9,756 |
Operating lease liabilities | 3,572 | 3,650 |
Prefunded liability | 3,418 | 3,067 |
Rebate liability | 2,879 | 2,696 |
Marketing expenses | 892 | 2,251 |
Interest payable | 282 | 282 |
Liability related to purchased intangible asset | 0 | 1,250 |
Other | 12,728 | 11,423 |
Total other current liabilities | $ 73,326 | $ 70,620 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) | Nov. 19, 2019 | Oct. 26, 2018 | Aug. 27, 2018 | Jun. 01, 2018 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Feb. 29, 2020 |
Business Acquisition [Line Items] | |||||||||
Contingent consideration, fair value | $ 0 | $ 0 | $ 20,930,000 | ||||||
Contingent consideration liability | 21,410,000 | 21,410,000 | 8,524,000 | ||||||
Contingent consideration paid out, financing activity | 6,121,000 | $ 14,582,000 | |||||||
Goodwill deductible for income tax purposes | 0 | 0 | |||||||
Ubimo | |||||||||
Business Acquisition [Line Items] | |||||||||
Total preliminary acquisition consideration | $ 20,700,000 | ||||||||
Cash payments for purchase of assets | 15,000,000 | ||||||||
Contingent consideration payable in cash | 24,800,000 | ||||||||
Contingent consideration, fair value | $ 5,700,000 | ||||||||
Elevaate | |||||||||
Business Acquisition [Line Items] | |||||||||
Total preliminary acquisition consideration | $ 13,300,000 | ||||||||
Cash payments for purchase of assets | 7,200,000 | ||||||||
Contingent consideration payable in cash | 18,500,000 | ||||||||
Contingent consideration, fair value | $ 6,100,000 | ||||||||
Contingent consideration paid out including certain bonuses | $ 9,000,000 | 9,000,000 | |||||||
Contingent consideration liability | 8,600,000 | ||||||||
Other current liabilities related to acquisition | 400,000 | ||||||||
Contingent consideration paid out, financing activity | 6,100,000 | ||||||||
Contingent consideration paid out, operating activity | $ 2,900,000 | ||||||||
SavingStar | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash payments for purchase of assets | $ 7,500,000 | ||||||||
Contingent consideration payable in cash | 10,600,000 | ||||||||
Contingent consideration, fair value | $ 0 | $ 0 | |||||||
Ahalogy | |||||||||
Business Acquisition [Line Items] | |||||||||
Total preliminary acquisition consideration | $ 36,400,000 | ||||||||
Cash payments for purchase of assets | 21,800,000 | ||||||||
Contingent consideration payable in cash | 30,000,000 | ||||||||
Contingent consideration, fair value | 14,600,000 | 0 | |||||||
Contingent consideration paid out including certain bonuses | 30,000,000 | 30,000,000 | |||||||
Contingent consideration liability | 27,000,000 | $ 0 | |||||||
Other current liabilities related to acquisition | $ 3,000,000 | ||||||||
Contingent consideration paid out, financing activity | 14,600,000 | ||||||||
Contingent consideration paid out, operating activity | $ 15,400,000 |
Acquisitions - Summary of Preli
Acquisitions - Summary of Preliminary Acquisition Consideration and the Related Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Nov. 19, 2019 | Oct. 26, 2018 | Aug. 27, 2018 | Jun. 01, 2018 | Jun. 30, 2021 |
Business Acquisition [Line Items] | |||||
Purchase Consideration | $ 78,003 | ||||
Net Tangible Assets Acquired/ (Liabilities Assumed) | 1,394 | ||||
Identifiable Intangible Assets | 28,688 | ||||
Goodwill | 47,921 | ||||
Acquisition Related Expenses | $ 2,368 | ||||
Ubimo | |||||
Business Acquisition [Line Items] | |||||
Purchase Consideration | $ 20,740 | ||||
Net Tangible Assets Acquired/ (Liabilities Assumed) | 384 | ||||
Identifiable Intangible Assets | 10,750 | ||||
Goodwill | 9,606 | ||||
Acquisition Related Expenses | $ 579 | ||||
Elevaate | |||||
Business Acquisition [Line Items] | |||||
Purchase Consideration | $ 13,346 | ||||
Net Tangible Assets Acquired/ (Liabilities Assumed) | (60) | ||||
Identifiable Intangible Assets | 3,781 | ||||
Goodwill | 9,625 | ||||
Acquisition Related Expenses | $ 549 | ||||
SavingStar | |||||
Business Acquisition [Line Items] | |||||
Purchase Consideration | $ 7,485 | ||||
Net Tangible Assets Acquired/ (Liabilities Assumed) | (1,126) | ||||
Identifiable Intangible Assets | 2,577 | ||||
Goodwill | 6,034 | ||||
Acquisition Related Expenses | $ 556 | ||||
Ahalogy | |||||
Business Acquisition [Line Items] | |||||
Purchase Consideration | $ 36,432 | ||||
Net Tangible Assets Acquired/ (Liabilities Assumed) | 2,196 | ||||
Identifiable Intangible Assets | 11,580 | ||||
Goodwill | 22,656 | ||||
Acquisition Related Expenses | $ 684 |
Acquisitions - Component of Ide
Acquisitions - Component of Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | Nov. 19, 2019 | Oct. 26, 2018 | Aug. 27, 2018 | Jun. 01, 2018 | Jun. 30, 2021 |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Identifiable intangible assets | $ 28,688 | ||||
Ubimo | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Identifiable intangible assets | $ 10,750 | ||||
Elevaate | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Identifiable intangible assets | $ 3,781 | ||||
SavingStar | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Identifiable intangible assets | $ 2,577 | ||||
Ahalogy | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Identifiable intangible assets | $ 11,580 | ||||
Developed technologies | Ubimo | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Identifiable intangible assets | $ 7,100 | ||||
Estimated Useful Life (in Years) | 4 years | ||||
Developed technologies | Elevaate | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Identifiable intangible assets | $ 3,307 | ||||
Estimated Useful Life (in Years) | 5 years | ||||
Developed technologies | SavingStar | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Identifiable intangible assets | $ 1,476 | ||||
Estimated Useful Life (in Years) | 3 years | ||||
Developed technologies | Ahalogy | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Identifiable intangible assets | $ 3,100 | ||||
Estimated Useful Life (in Years) | 4 years | ||||
Customer relationships | Ubimo | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Identifiable intangible assets | $ 3,400 | ||||
Estimated Useful Life (in Years) | 2 years | ||||
Customer relationships | Elevaate | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Identifiable intangible assets | $ 379 | ||||
Estimated Useful Life (in Years) | 5 years | ||||
Customer relationships | SavingStar | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Identifiable intangible assets | $ 1,040 | ||||
Estimated Useful Life (in Years) | 3 years | ||||
Customer relationships | Ahalogy | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Identifiable intangible assets | $ 6,210 | ||||
Estimated Useful Life (in Years) | 6 years | ||||
Trade names | Ubimo | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Identifiable intangible assets | $ 250 | ||||
Estimated Useful Life (in Years) | 4 years | ||||
Trade names | Elevaate | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Identifiable intangible assets | $ 95 | ||||
Estimated Useful Life (in Years) | 3 years | ||||
Trade names | SavingStar | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Identifiable intangible assets | $ 61 | ||||
Estimated Useful Life (in Years) | 1 year 6 months | ||||
Trade names | Ahalogy | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Identifiable intangible assets | $ 650 | ||||
Estimated Useful Life (in Years) | 4 years | ||||
Vendor relationships | Ahalogy | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Identifiable intangible assets | $ 1,620 | ||||
Estimated Useful Life (in Years) | 2 years |
Intangible Assets - Summary of
Intangible Assets - Summary of Gross Carrying Amount and Accumulated Amortization for Intangible Assets Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 139,256 | $ 142,837 |
Accumulated Amortization | (111,539) | (97,939) |
Net | $ 27,717 | $ 44,898 |
Weighted Average Amortization Period (Years) | 1 year 8 months 12 days | 2 years |
Media service rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 35,934 | $ 35,934 |
Accumulated Amortization | (29,705) | (25,688) |
Net | $ 6,229 | $ 10,246 |
Weighted Average Amortization Period (Years) | 1 year 2 months 12 days | 1 year 4 months 24 days |
Promotion service rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 29,985 | $ 33,566 |
Accumulated Amortization | (21,553) | (17,234) |
Net | $ 8,432 | $ 16,332 |
Weighted Average Amortization Period (Years) | 1 year 4 months 24 days | 1 year 10 months 24 days |
Developed technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 27,170 | $ 27,170 |
Accumulated Amortization | (20,633) | (18,511) |
Net | $ 6,537 | $ 8,659 |
Weighted Average Amortization Period (Years) | 2 years 2 months 12 days | 2 years 6 months |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 22,690 | $ 22,690 |
Accumulated Amortization | (17,837) | (16,105) |
Net | $ 4,853 | $ 6,585 |
Weighted Average Amortization Period (Years) | 2 years 6 months | 2 years 8 months 12 days |
Data access rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 10,801 | $ 10,801 |
Accumulated Amortization | (9,611) | (8,420) |
Net | $ 1,190 | $ 2,381 |
Weighted Average Amortization Period (Years) | 6 months | 1 year |
Domain names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 5,948 | $ 5,948 |
Accumulated Amortization | (5,596) | (5,596) |
Net | $ 352 | $ 352 |
Weighted Average Amortization Period (Years) | 0 years | 0 years |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 2,823 | $ 2,823 |
Accumulated Amortization | (2,747) | (2,546) |
Net | $ 76 | $ 277 |
Weighted Average Amortization Period (Years) | 6 months | 7 months 6 days |
Vendor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 2,510 | $ 2,510 |
Accumulated Amortization | (2,510) | (2,510) |
Net | $ 0 | $ 0 |
Weighted Average Amortization Period (Years) | 0 years | 0 years |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 975 | $ 975 |
Accumulated Amortization | (927) | (909) |
Net | $ 48 | $ 66 |
Weighted Average Amortization Period (Years) | 1 year 3 months 18 days | 1 year 9 months 18 days |
Registered users | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 420 | $ 420 |
Accumulated Amortization | (420) | (420) |
Net | $ 0 | $ 0 |
Weighted Average Amortization Period (Years) | 0 years | 0 years |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense of intangible assets | $ 6,200 | $ 7,100 | $ 13,600 | $ 14,400 | |
Impairment of promotion service right | 2,600 | 2,580 | $ 0 | ||
Domain names | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Indefinite lived intangible, gross value | $ 400 | $ 400 | $ 400 |
Intangible Assets - Estimated A
Intangible Assets - Estimated Amortization of Intangible Assets (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021, remaining six months | $ 10,267 |
2022 | 12,955 |
2023 | 3,583 |
2024 | 559 |
2025 | 0 |
2026 and beyond | 0 |
Total estimated amortization expense | $ 27,364 |
Debt Obligations - Additional I
Debt Obligations - Additional Information (Details) - 1.75% Convertible Senior Notes Due 2022 - Senior Notes | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Nov. 30, 2017USD ($)d$ / shares | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Line of Credit Facility [Line Items] | ||||||
Debt instrument aggregate principal amount | $ 200,000,000 | |||||
Debt instrument fixed interest rate per annum | 1.75% | |||||
Net proceeds from the debt offering, after deducting transaction costs | $ 193,800,000 | |||||
Convertible notes, conversion ratio | 0.0576037 | |||||
Convertible notes, initial conversion price (in USD per share) | $ / shares | $ 17.36 | |||||
Convertible notes, percentage of conversion price | 130.00% | |||||
Convertible notes, sinking fund | $ 0 | |||||
Convertible notes, redemption percentage | 100.00% | |||||
Carrying amount of the liability component | $ 149,300,000 | |||||
Carrying amount of the equity component | $ 50,700,000 | |||||
Convertible notes, effective interest rate | 5.80% | |||||
Debt issuance costs | $ 6,200,000 | |||||
Amortization of interest expense | 4,600,000 | $ 232,000 | $ 231,000 | $ 464,000 | $ 462,000 | |
Adjustments to additional paid in capital, equity component of debt issuance costs | $ 1,600,000 | 1,600,000 | 1,600,000 | $ 1,600,000 | ||
Additional Paid-In Capital | ||||||
Line of Credit Facility [Line Items] | ||||||
Carrying amount of the equity component | $ 49,100,000 | $ 49,100,000 | $ 49,100,000 | |||
130% Applicable Conversion Price | ||||||
Line of Credit Facility [Line Items] | ||||||
Convertible notes, consecutive trading days | d | 20 | |||||
Convertible notes, threshold consecutive trading days | d | 30 | |||||
90% Applicable Conversion Price | ||||||
Line of Credit Facility [Line Items] | ||||||
Convertible notes, consecutive trading days | d | 5 | |||||
Convertible notes, threshold consecutive trading days | d | 5 | |||||
Maximum | ||||||
Line of Credit Facility [Line Items] | ||||||
Convertible notes, percentage of last reported sale price of common stock | 98.00% |
Debt Obligations - Schedule of
Debt Obligations - Schedule of Net Carrying Amount of Liability Component (Details) - 1.75% Convertible Senior Notes Due 2022 - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | ||
Principal | $ 200,000 | $ 200,000 |
Unamortized debt discount | (15,780) | (21,046) |
Unamortized debt issuance costs | (1,321) | (1,786) |
Net carrying amount of the liability component | $ 182,899 | $ 177,168 |
Debt Obligations - Schedule o_2
Debt Obligations - Schedule of Interest Expense (Details) - 1.75% Convertible Senior Notes Due 2022 - Senior Notes - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2017 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Line of Credit Facility [Line Items] | |||||
Contractual interest expense | $ 875 | $ 875 | $ 1,750 | $ 1,750 | |
Amortization of debt discount | 2,653 | 2,503 | 5,267 | 4,970 | |
Amortization of debt issuance costs | $ 4,600 | 232 | 231 | 464 | 462 |
Total interest expense related to the Notes | $ 3,760 | $ 3,609 | $ 7,481 | $ 7,182 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 01, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted (in shares) | 0 | 0 | 0 | ||
Weighted average grant date fair value (in USD per share) | $ 4.26 | ||||
Restricted stock units granted (in shares) | 1,848,103 | ||||
Stock-based compensation | $ 6,540 | $ 7,006 | $ 12,384 | $ 14,532 | |
Issuance of common stock, stock purchase plan (in shares) | 2,179,103 | ||||
Shares available for issuance (in shares) | 1,820,897 | 1,820,897 | |||
Unrecognized stock based compensation | $ 58,200 | $ 58,200 | |||
Share-based compensation capitalized | $ 100 | 100 | $ 200 | 200 | |
2013 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved for future issuance (in shares) | 4,000,000 | 4,000,000 | |||
Percentage of outstanding stock | 4.00% | ||||
Options expiration period | 10 years | ||||
2013 Equity Incentive Plan | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted price per share percent | 100.00% | ||||
Performance-Based Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted stock units granted (in shares) | 938,831 | ||||
Restricted stock units granted (in USD per share) | $ 13.28 | ||||
Vesting period | 3 years | ||||
Stock-based compensation | $ 1,000 | $ 1,400 | |||
Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted stock units granted (in shares) | 1,848,103 | ||||
Restricted stock units granted (in USD per share) | $ 13.51 | ||||
Fair value of options vested, total | 1,200 | $ 1,500 | $ 2,600 | $ 2,900 | |
Unrecognized stock based compensation | 50,500 | $ 50,500 | |||
Unrecognized stock based compensation, amortized weighted average period | 2 years 8 months 1 day | ||||
2013 Employee Stock Purchase Plan ("ESPP") | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum contribution of base compensation for employee stock purchase plan | 15.00% | ||||
Offering period of employee stock purchase plan | 6 months | ||||
Purchase price of common stock percentage of fair market value | 85.00% | ||||
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized stock based compensation | $ 7,700 | $ 7,700 | |||
Unrecognized stock based compensation, amortized weighted average period | 2 years 1 month 6 days |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Assumptions Used to Estimate the Fair Value of Stock Options and Employee Stock Purchase Plan (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected life (in years) | 6 years 7 days | |||
Risk-free interest rate | 0.00% | 0.96% | ||
Volatility | 0.00% | 50.00% | ||
Dividend yield | 0.00% | 0.00% | ||
Employee Stock Purchase Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected life (in years) | 6 months | 6 months | 6 months | 6 months |
Risk-free interest rate | 0.03% | 0.15% | ||
Volatility | 75.00% | 60.00% | ||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Employee Stock Purchase Plan | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate | 0.03% | 0.15% | ||
Volatility | 60.00% | 55.00% | ||
Employee Stock Purchase Plan | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate | 0.12% | 1.59% | ||
Volatility | 75.00% | 60.00% |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option and Restricted Stock Units Award Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Shares Available for Grant | ||
Beginning balance (in shares) | 8,467,143 | |
Increase in shares authorized (in shares) | 3,669,732 | |
RSUs granted (in shares) | (1,848,103) | |
RSUs canceled or expired (in shares) | 394,659 | |
RSUs vested and withheld for taxes (in shares) | 331,325 | |
Ending balance (in shares) | 11,014,756 | 8,467,143 |
RSUs Outstanding, Number of Shares | ||
RSUs granted (in shares) | 1,848,103 | |
RSUs canceled or expired (in shares) | (394,659) | |
Options Outstanding, Number of Shares | ||
Beginning balance (in shares) | 8,160,221 | |
Options exercised (in shares) | (1,245,453) | |
Ending balance (in shares) | 6,914,768 | 8,160,221 |
Vested and exercisable at the end of period (in shares) | 5,151,959 | |
Options Outstanding, Weighted Average Exercise Price | ||
Weighted Average Exercise Price, Options Outstanding (in USD per share) | $ 11.32 | $ 11.21 |
Options exercised (in USD per share) | 10.60 | |
Vested and exercisable at the end of period (in USD per share) | $ 12.26 | |
Options Outstanding, Weighted Average Remaining Contractual Term (Years) / Aggregate Intrinsic Value | ||
Weighted average remaining contractual term (years) | 5 years 4 months 17 days | 5 years 10 days |
Beginning balance, aggregate intrinsic value | $ 7,100 | |
Options exercised, aggregate intrinsic value | 3,777 | |
Ending balance, aggregate intrinsic value | $ 12,938 | $ 7,100 |
Vested and exercisable at the end of period, weighted average remaining contractual term (years) | 4 years 4 months 20 days | |
Vested and exercisable at the end of period, aggregate intrinsic value | $ 8,866 | |
Restricted stock units | ||
Shares Available for Grant | ||
RSUs granted (in shares) | (1,848,103) | |
RSUs canceled or expired (in shares) | 394,659 | |
RSUs Outstanding, Number of Shares | ||
Beginning balance (in shares) | 4,708,854 | |
RSUs granted (in shares) | 1,848,103 | |
RSUs vested (in shares) | (1,089,638) | |
RSUs canceled or expired (in shares) | (394,659) | |
Ending balance (in shares) | 5,072,660 | 4,708,854 |
RSUs Outstanding, Weighted Average Grant Date Fair Value | ||
Beginning balance (in USD per share) | $ 9.09 | |
RSUs granted (in USD per share) | 13.51 | |
RSUs vested (in USD per share) | 9.58 | |
RSUs canceled or expired (in USD per share) | 9.38 | |
Ending balance (in USD per share) | $ 10.57 | $ 9.09 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 6,540 | $ 7,006 | $ 12,384 | $ 14,532 |
Cost of revenues | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 401 | 387 | 824 | 822 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 1,181 | 1,323 | 2,436 | 2,725 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 977 | 839 | 1,949 | 1,720 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 3,981 | $ 4,457 | $ 7,175 | $ 9,265 |
Common Stock Repurchase Progr_2
Common Stock Repurchase Programs - Additional Information (Details) - February 2021 Share Repurchase Program - USD ($) shares in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended |
Feb. 28, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | |
Common Stock Repurchases [Line Items] | |||
Stock repurchase program duration | 1 year | ||
Repurchase of authorized common stock, up to | $ 50 | $ 50 | |
Number of shares repurchased (in shares) | 0 | 0 | |
Maximum | |||
Common Stock Repurchases [Line Items] | |||
Repurchase of authorized common stock, up to | $ 50 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Provision for (benefit from) income taxes | $ 218 | $ (35) | $ 467 | $ 195 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (17,201) | $ (19,133) | $ (30,615) | $ (35,858) |
Weighted-average number of common shares used in computing net loss per share, basic (in shares) | 93,645 | 90,112 | 93,038 | 89,875 |
Weighted-average number of common shares used in computing net loss per share, diluted (in shares) | 93,645 | 90,112 | 93,038 | 89,875 |
Net loss per share, basic (in USD per share) | $ (0.18) | $ (0.21) | $ (0.33) | $ (0.40) |
Net loss per share, diluted (in USD per share) | $ (0.18) | $ (0.21) | $ (0.33) | $ (0.40) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Outstanding Common Equivalent Shares Excluded from Computation of Diluted Net Loss Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Outstanding common equivalent shares (in shares) | 23,562 | 25,647 |
Stock options and ESPP | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Outstanding common equivalent shares (in shares) | 6,968 | 9,082 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Outstanding common equivalent shares (in shares) | 5,073 | 5,044 |
Shares related to convertible senior notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Outstanding common equivalent shares (in shares) | 11,521 | 11,521 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Lessee, Lease, Description [Line Items] | ||||
Basic annual rent agreed to pay | $ 27,690 | $ 27,690 | ||
Total lease costs | 1,500 | $ 1,200 | 3,000 | $ 2,300 |
Operating lease costs for right-of-use assets | 1,300 | 1,000 | 2,600 | 1,700 |
Short-term lease costs related to short-term operating leases | $ 200 | $ 200 | $ 400 | $ 500 |
Professional Sports Team Suite | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, term of contract | 20 years | 20 years | ||
Basic annual rent agreed to pay | $ 5,400 | $ 5,400 | ||
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, term of contract | 1 year | 1 year | ||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, term of contract | 10 years | 10 years | ||
Operating lease, renewal term | 6 years | 6 years |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Leases [Abstract] | ||||
Cash paid for operating lease liabilities | $ 1,193 | $ 936 | $ 2,143 | $ 1,910 |
Right-of-use assets obtained in exchange for lease obligations | $ 0 | $ 11,084 | $ 3,942 | $ 11,084 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Operating Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 18,247 | $ 16,222 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities | Other current liabilities |
Other current liabilities | $ 3,572 | $ 3,650 |
Operating lease liabilities | 18,510 | 15,956 |
Total operating lease liabilities | $ 22,082 | $ 19,606 |
Weighted average remaining lease term (in years) | 7 years 3 months 18 days | 7 years 2 months 12 days |
Weighted average discount rate | 5.40% | 5.80% |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2021, remaining six months | $ 2,306 | |
2022 | 4,074 | |
2023 | 4,142 | |
2024 | 3,550 | |
2025 | 2,973 | |
2026 and thereafter | 10,645 | |
Total lease payments | 27,690 | |
Less: Imputed Interest | (5,608) | |
Total | $ 22,082 | $ 19,606 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Commitments And Contingencies [Line Items] | ||
Loss on contract settlement | $ 8.8 | |
Estimated potential loss on retailer agreement | $ 8 | |
Open Purchase Commitments | ||
Commitments And Contingencies [Line Items] | ||
Distribution fees, software license fees and marketing services | $ 26.4 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Retirement Benefits [Abstract] | ||||
Rate at which the company matches employee contribution | 3.00% | |||
Maximum contribution amount | $ 6,000 | |||
Matching contribution expense | $ 700,000 | $ 500,000 | $ 1,400,000 | $ 1,200,000 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Thousands | Jul. 31, 2021USD ($)ft² | Jun. 30, 2021USD ($) |
Subsequent Event [Line Items] | ||
Lease payment amount | $ 27,690 | |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Area of rentable square feet | ft² | 31,250 | |
Operating lease, term of contract | 4 years | |
Lease payment amount | $ 4,000 |