Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 21, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
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 | 1260 East Stringham Avenue, | ||
Entity Address, Address Line Two | 6th Floor | ||
Entity Address, City or Town | Salt Lake City | ||
Entity Address, State or Province | UT | ||
Entity Address, Postal Zip Code | 84106 | ||
City Area Code | 650 | ||
Local Phone Number | 605-4600 | ||
Security12b Title | Common Stock, $0.00001 par value per share | ||
Trading Symbol | QUOT | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 957.3 | ||
Entity Common Stock, Shares Outstanding | 94,921,488 | ||
Documents Incorporated by Reference | Portions of the registrant’s Definitive Proxy Statement relating to the Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2021. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001115128 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Auditor Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Name | Ernst & Young LLP |
Auditor Location | San Jose, California |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 237,417 | $ 222,752 |
Accounts receivable, net of allowance for credit losses of $2,500 and $2,070 at December 31, 2021 and 2020, respectively | 177,216 | 137,649 |
Prepaid expenses and other current assets | 19,312 | 18,547 |
Total current assets | 433,945 | 378,948 |
Property and equipment, net | 22,660 | 17,268 |
Operating lease right-of-use assets | 23,874 | 16,222 |
Intangible assets, net | 13,003 | 44,898 |
Goodwill | 128,427 | 128,427 |
Other assets | 13,571 | 1,029 |
Total assets | 635,480 | 586,792 |
Current liabilities: | ||
Accounts payable | 18,021 | 15,959 |
Accrued compensation and benefits | 20,223 | 14,368 |
Other current liabilities | 95,279 | 70,620 |
Deferred revenues | 26,778 | 12,027 |
Contingent consideration related to acquisitions | 22,275 | 8,524 |
Convertible senior notes, net | 188,786 | 0 |
Total current liabilities | 371,362 | 121,498 |
Operating lease liabilities | 26,903 | 15,956 |
Other non-current liabilities | 522 | 2,358 |
Contingent consideration related to acquisitions | 0 | 20,930 |
Convertible senior notes, net | 0 | 177,168 |
Deferred tax liabilities | 1,991 | 1,853 |
Total liabilities | 400,778 | 339,763 |
Commitments and contingencies (Note 15) | 0 | 0 |
Stockholders’ equity: | ||
Preferred stock, $0.00001 par value—10,000,000 shares authorized; 250,000 shares designated as Series A Junior Participating Preferred Stock; and no shares issued or outstanding at December 31, 2021 and 2020 | 0 | 0 |
Common stock, $0.00001 par value—250,000,000 shares authorized; 94,779,442 and 91,743,302 shares issued and outstanding at December 31, 2021 and 2020, respectively | 1 | 1 |
Additional paid-in capital | 731,672 | 698,333 |
Accumulated other comprehensive loss | (1,099) | (1,001) |
Accumulated deficit | (495,872) | (450,304) |
Total stockholders’ equity | 234,702 | 247,029 |
Total liabilities and stockholders’ equity | $ 635,480 | $ 586,792 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts | $ 2,500 | $ 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 share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 94,779,442 | 91,743,302 |
Common stock, shares outstanding (in shares) | 94,779,442 | 91,743,302 |
Series A Junior Participating Preferred Stock | ||
Preferred stock, shares designated as Series A Junior Participating Preferred Stock (in shares) | 250,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenues | $ 521,494 | $ 445,887 | $ 436,160 |
Cost of revenues | 332,672 | 277,914 | 263,606 |
Gross margin | 188,822 | 167,973 | 172,554 |
Operating expenses: | |||
Sales and marketing | 112,263 | 104,527 | 101,244 |
Research and development | 44,941 | 40,316 | 39,076 |
General and administrative | 56,776 | 54,177 | 58,328 |
Change in fair value of contingent consideration | 1,392 | 20,234 | 1,571 |
Total operating expenses | 215,372 | 219,254 | 200,219 |
Loss from operations | (26,550) | (51,281) | (27,665) |
Interest expense | (15,177) | (14,521) | (13,955) |
Other income (expense), net | (210) | 1,140 | 5,223 |
Loss before income taxes | (41,937) | (64,662) | (36,397) |
Provision for income taxes | 3,631 | 719 | 660 |
Net loss | $ (45,568) | $ (65,381) | $ (37,057) |
Net loss per share, basic (in USD per share) | $ (0.49) | $ (0.72) | $ (0.41) |
Net loss per share, diluted (in USD per share) | $ (0.49) | $ (0.72) | $ (0.41) |
Weighted-average number of common shares used in computing net loss per share, basic (in shares) | 93,686 | 90,412 | 91,163 |
Weighted-average number of common shares used in computing net loss per share, diluted (in shares) | 93,686 | 90,412 | 91,163 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (45,568) | $ (65,381) | $ (37,057) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | (98) | (85) | (72) |
Comprehensive loss | $ (45,666) | $ (65,466) | $ (37,129) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2018 | 94,995,211 | 0 | ||||
Beginning balance at Dec. 31, 2018 | $ 380,087 | $ 1 | $ 703,023 | $ 0 | $ (844) | $ (322,093) |
Exercise of employee stock options (in shares) | 433,762 | 433,762 | ||||
Exercise of employee stock options | $ 2,337 | 2,337 | ||||
Vesting of restricted stock units (in shares) | 2,735,184 | |||||
Issuance of common stock, stock purchase plan (in shares) | 300,949 | |||||
Issuance of common stock, stock purchase plan | 2,680 | 2,680 | ||||
Payments for taxes related to net share settlement of equity awards (in shares) | (1,004,914) | |||||
Payments for taxes related to net share settlement of equity awards | (9,838) | (9,838) | ||||
Repurchases of common stock (in shares) | 8,088,993 | 8,088,993 | ||||
Repurchases of common stock | (85,539) | $ (85,539) | ||||
Retirement of treasury stock | 0 | (59,766) | $ 85,539 | (25,773) | ||
Retirement of treasury stock (in shares) | (8,088,993) | |||||
Stock-based compensation | 32,624 | 32,624 | ||||
Other comprehensive loss | (72) | (72) | ||||
Net loss | (37,057) | (37,057) | ||||
Ending balance (in shares) at Dec. 31, 2019 | 89,371,199 | 0 | ||||
Ending balance at Dec. 31, 2019 | $ 285,222 | $ 1 | 671,060 | $ 0 | (916) | (384,923) |
Exercise of employee stock options (in shares) | 331,007 | 331,007 | ||||
Exercise of employee stock options | $ 2,714 | 2,714 | ||||
Vesting of restricted stock units (in shares) | 2,293,593 | |||||
Issuance of common stock for services provided (in shares) | 117,210 | |||||
Issuance of common stock for services provided | 689 | 689 | ||||
Issuance of common stock, stock purchase plan (in shares) | 474,178 | |||||
Issuance of common stock, stock purchase plan | 2,289 | 2,289 | ||||
Payments for taxes related to net share settlement of equity awards (in shares) | (843,885) | |||||
Payments for taxes related to net share settlement of equity awards | (7,203) | (7,203) | ||||
Stock-based compensation | 28,784 | 28,784 | ||||
Other comprehensive loss | (85) | (85) | ||||
Net loss | (65,381) | (65,381) | ||||
Ending balance (in shares) at Dec. 31, 2020 | 91,743,302 | 0 | ||||
Ending balance at Dec. 31, 2020 | $ 247,029 | $ 1 | 698,333 | $ 0 | (1,001) | (450,304) |
Exercise of employee stock options (in shares) | 1,245,453 | 1,245,453 | ||||
Exercise of employee stock options | $ 13,199 | 13,199 | ||||
Vesting of restricted stock units (in shares) | 1,904,217 | |||||
Issuance of common stock for services provided (in shares) | 35,535 | |||||
Issuance of common stock for services provided | $ 223 | 223 | ||||
Issuance of common stock, stock purchase plan (in shares) | 2,401,697 | 477,283 | ||||
Issuance of common stock, stock purchase plan | $ 3,020 | 3,020 | ||||
Payments for taxes related to net share settlement of equity awards (in shares) | (626,348) | |||||
Payments for taxes related to net share settlement of equity awards | (6,333) | (6,333) | ||||
Stock-based compensation | 23,230 | 23,230 | ||||
Other comprehensive loss | (98) | (98) | ||||
Net loss | (45,568) | (45,568) | ||||
Ending balance (in shares) at Dec. 31, 2021 | 94,779,442 | 0 | ||||
Ending balance at Dec. 31, 2021 | $ 234,702 | $ 1 | $ 731,672 | $ 0 | $ (1,099) | $ (495,872) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (45,568) | $ (65,381) | $ (37,057) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 29,464 | 36,352 | 31,437 |
Stock-based compensation | 22,812 | 28,371 | 32,137 |
Amortization of debt discount and issuance cost | 11,618 | 11,011 | 10,438 |
Impairment of intangible assets | 9,086 | 0 | 0 |
Allowance for credit losses | 568 | 888 | 1,227 |
Deferred income taxes | 138 | 719 | 660 |
Change in fair value of contingent consideration | 1,392 | 20,234 | 1,571 |
Impairment of capitalized software development costs | 0 | 0 | 3,579 |
Other non-cash expenses | 5,465 | 3,275 | 2,392 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (40,135) | (13,232) | (7,142) |
Prepaid expenses and other assets | (14,326) | 3,164 | (11,145) |
Accounts payable and other liabilities | 27,576 | 15,554 | (62) |
Payments for contingent consideration and bonuses | (2,901) | (15,418) | 0 |
Accrued compensation and benefits | 6,070 | (197) | 1,567 |
Deferred revenues | 14,751 | 1,125 | 2,216 |
Net cash provided by operating activities | 26,010 | 26,465 | 31,818 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (14,720) | (8,351) | (9,021) |
Purchases of intangible assets | 0 | (3,018) | (14,811) |
Acquisitions, net of cash acquired | 0 | 0 | (13,730) |
Proceeds from maturities of short-term investment | 0 | 0 | 20,738 |
Net cash used in investing activities | (14,720) | (11,369) | (16,824) |
Cash flows from financing activities: | |||
Proceeds from issuances of common stock under stock plans | 16,219 | 5,002 | 5,017 |
Payments for taxes related to net share settlement of equity awards | (6,333) | (7,203) | (9,838) |
Repurchases and retirement of common stock under share repurchase program | 0 | 0 | (87,097) |
Principal payments on promissory note and finance lease obligations | (456) | (391) | (317) |
Payments of contingent consideration | (6,121) | (14,582) | 0 |
Net cash provided by (used in) financing activities | 3,309 | (17,174) | (92,235) |
Effect of exchange rates on cash and cash equivalents | 66 | 66 | (23) |
Net increase (decrease) in cash and cash equivalents | 14,665 | (2,012) | (77,264) |
Cash and cash equivalents at beginning of period | 222,752 | 224,764 | 302,028 |
Cash and cash equivalents at end of period | 237,417 | 222,752 | 224,764 |
Supplemental disclosures of cash flow information | |||
Cash paid for income taxes | 287 | 220 | 352 |
Cash paid for interest | 3,533 | 3,510 | 3,517 |
Supplemental disclosures of noncash investing and financing activities | |||
Intangible asset acquisitions not yet paid | 0 | 1,250 | 1,000 |
Fixed asset purchases not yet paid | 20 | 1,757 | 783 |
Computer equipment acquired under promissory note | $ 0 | $ 1,107 | $ 0 |
Background
Background | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background | Background Description of Business Quotient Technology Inc. (together with its subsidiaries, the “Company”), is an industry leading digital media and promotions technology company that powers cohesive omnichannel brand-building and sales-driving marketing campaigns for advertisers and retailers to influence purchasing decisions throughout a shopper's path to purchase. These marketing campaigns are planned, delivered and measured using our technology platforms and data analytics tools. 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, its consumer brand Coupons.com 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. With such data powering its platforms, customers and partners use Quotient to leverage consumer data and insights, engage consumers via digital channels, and integrate marketing and merchandising programs to drive measurable sales results and consumer engagement. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Such management estimates include, but are not limited to, revenue recognition, collectability of accounts receivable, coupon code sales return reserve, 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, 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 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 ongoing vaccination efforts. 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 consolidated financial statements. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. The Company classifies all cash equivalents as available-for-sale, which are recorded at fair value. Unrealized gains and losses are included in accumulated other comprehensive (loss) income in stockholders’ equity. Realized gains and losses are included in other income (expense), net. Accounts Receivable , 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 media and promotions 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. Property and Equipment, net Property and equipment, net, are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets, which are three years for computer equipment and software and five years for all other asset categories except leasehold improvements, which are amortized over the shorter of the lease term or the expected useful life of the improvements. Internal-Use Software Development Costs For costs incurred for computer software developed or obtained for internal use, the Company begins to capitalize its costs to develop software when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. These costs are amortized to cost of revenues over the estimated useful life of the related asset, generally estimated to be three years. Costs related to preliminary project activities and post implementation activities, including training and maintenance are expensed as incurred and recorded in research and development expense on the Company’s consolidated statements of operations. Leases The Company determines if an arrangement is a lease at inception. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company has elected the practical expedient not to recognize ROU assets and lease liabilities for short-term leases with terms of twelve months or less. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the rate implicit in each lease is not readily determinable, the Company uses an incremental borrowing rate to determine the present value of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company accounts for lease and non-lease components as a single lease component. Operating lease expense is recognized on a straight-line basis over the lease term. Operating ROU assets and lease liabilities are included on the Company’s consolidated balance sheet. Operating ROU assets are included as operating lease right-of-use assets. The current portion of the operating lease liabilities is included in other current liabilities and the long-term portion is included in other non-current liabilities on the Company’s consolidated balance sheet . Business Combinations The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations. Under the acquisition method of accounting, the total consideration is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the consideration transferred over those fair values is recorded as goodwill. Contingent consideration, if any, is measured at fair value initially on the acquisition date as well as subsequently at the end of each reporting period, typically based on the expected achievement of certain financial metrics, until, the assessment period is over and it is finally settled. Goodwill and Intangible Assets Intangible assets with a finite life are amortized over their estimated useful lives. Goodwill is not subject to amortization but is tested for impairment at least annually, and more frequently upon the occurrence of certain events that may indicate that the carrying value of goodwill may not be recoverable. The Company, which operates in a single reporting unit, completes its annual impairment test during the fourth quarter of each year. Long-Lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company evaluates intangible assets for potential impairment indicators at least quarterly and more frequently upon the occurrence of events that could impact prior conclusions. Judgment regarding the existence of impairment indicators is based on market conditions as well as the operational performance of its businesses. Additionally, future events could cause the Company to conclude that impairment indicators exist, and therefore long-lived assets could be impaired. The Company considers the following to be some examples of indicators that may trigger an impairment review: (i) actual undiscounted cash flows significantly below historical or projected future undiscounted cash flows for the associated assets; (ii) significant changes in the manner or use of the assets or in our overall strategy with respect to the manner or use of the acquired assets or changes in its overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; and (v) a significant decline in its stock price for a sustained period of time. Once the Company determines that a potential impairment indicator exists, it performs the test for recoverability by comparing the estimated future undiscounted cash flows associated with the intangible assets with the intangible asset’s carrying amount. Where the carrying value of the intangible asset exceeds the future undiscounted cash flows associated with the intangible assets, it is determined that the value of those intangible assets cannot be recovered. For an intangible asset failing the recoverability test, an impairment charge is recorded for the difference between the carrying value and the estimated fair value. The key assumptions used in the Company's estimates of projected cash flow of its intangible assets deal largely with forecasts of sales levels, gross margins, and operating costs. These forecasts are typically based on historical trends and take into account recent developments as well as its plans and intentions. Any material change in the Company's assumptions could significantly impact projected future cash flows of the intangible assets and these factors are considered in evaluating impairment. Other factors, such as increased competition or a decrease in the desirability of our products, could lead to lower projected sales levels, which would adversely impact cash flows. A significant decrease in cash flows in the future could result in an impairment of its intangible assets or long-lived assets. Fair Value of Financial Instruments The carrying values of the Company’s financial instruments, including cash equivalents, accounts receivable, accounts payable, accrued compensation and benefits, and other current liabilities, approximate fair value due to their short-term nature. The Company records money market funds, short-term investments and contingent consideration at fair value. See Note 3 (Fair Value Measurements) . Convertible Senior Notes In November 2017, the Company issued $200.0 million aggregate principal amount of 1.75% convertible senior notes due 2022 (the “notes”). 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 was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the notes as a whole. This difference represents a debt discount that is amortized to interest expense over the terms of the notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. In accounting for the issuance costs related to the notes, the Company allocated the total amount incurred to the liability and equity components. Issuance costs attributable to the liability components are being amortized to expense over the contractual term of the notes, and issuance costs attributable to the equity component were netted with the equity component in additional paid-in capital. 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. The Company determines 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 advertisers, 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, which are billed monthly. Duration-based campaigns are generally billed prior to campaign launch. 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 platforms 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. During the first quarter of 2021, the Company introduced a new offering, Duration-Based National Promotions Solution, for its National Promotion business. This offering provides advertisers access to the Company’s proprietary platforms for a specific period of time (the campaign period) in exchange for a fixed fee. The Company provides a single service of making the advertiser’s promotions available for use on its network each day during the campaign period, which generally is between seven and twenty-eight days. The performance obligation is satisfied over time, therefore the Company recognizes revenue ratably over the campaign period. The Company’s media programs enable advertisers 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. 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 typically reports 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 coupons and media, or a combination of these. In other cases (e.g., sponsored search and DOOH offerings), the Company reports 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 real-time digital advertising inventory, 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 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. The Company's revenue recognized on a net basis was not significant during 2021, 2020, or 2019. Additionally, during the fourth quarter of 2021, the Company introduced retailer-specific promotion or media campaigns (also known as shopper campaigns). The Company has determined that it is an agent in these arrangements as the retailer is the customer, the retailer controls the delivery of shopper promotion and media programs on its website and sets the pricing. The Company’s obligation in these arrangements is to provide use of its platforms to the retailers. The retailer determines how shopper promotions and media programs are executed through the Company’s platforms. Under these arrangements, the Company reports revenue on a net basis. 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, delivery of media impressions, or campaign duration, 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 year ended December 31, 2021 is primarily driven by cash payments received or due in advance of satisfying our performance obligations of $53.2 million, partially offset by $38.4 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). The majority of the Company’s revenue is generated from sales within the United States. Year Ended December 31, 2021 2020 2019 Promotion $ 252,831 $ 237,385 $ 246,479 Media 268,663 208,502 189,681 Total Revenue $ 521,494 $ 445,887 $ 436,160 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. Cost of Revenues Cost of revenues consist primarily of distribution fees, personnel costs, depreciation related to data center equipment, and amortization expense related to capitalized internal use software, acquisition related intangible assets and purchased intangible assets, data center costs, third-party service fees including traffic acquisition costs and purchase of third-party data. Distribution fees consist of payments to partners within the Company’s network for their digital coupon publishing services. Personnel costs include salaries, bonuses, stock-based awards and employee benefits, and are primarily attributable to individuals maintaining the Company’s data centers and operations, which initiate, sets up and deliver digital coupon media campaigns. 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 included in sales and marketing expenses within the consolidated statements of operations. Research and Development Expense The Company expenses the cost of research and development as incurred. Research and development expense consists primarily of personnel and related headcount costs and costs of professional services associated with the ongoing development of the Company’s technology. Stock-Based Compensation The Company accounts for stock-based compensation for all stock-based awards made to employees and directors, including stock options, restricted stock units, performance-based restricted stock units, and employee stock purchase plan using the fair value method. This method requires the Company to measure the stock-based compensation based on the grant-date fair value of the awards and recognize the compensation expense over the requisite service period. The fair values of stock options and shares pursuant to the Employee Stock Purchase Plan (“ESPP”) are estimated at the date of grant using the Black-Scholes-Merton option pricing model, which includes assumptions for the dividend yield, expected volatility, risk-free interest rate, and expected life. The fair values of restricted stock and restricted stock units are determined based upon the fair value of the underlying common stock at the date of grant. The Company performs an analysis quarterly to determine if the stock options or restricted stock awards granted are spring-loaded and therefore require an adjustment to the fair values. The Company expenses stock-based compensation using the straight-line method over the vesting term of all awards except for performance-based restricted stock units, which are expensed using the accelerated attribution method. Advertising Expense Advertising costs are expensed when incurred and are included in sales and marketing expense on the accompanying consolidated statements of operations. The Company incurred $1.8 million, $2.0 million and $1.6 million of advertising costs during the years ended December 31, 2021, 2020 and 2019, respectively. Advertising costs consist primarily of online marketing costs, such as advertising on social networking sites, e-mail marketing campaigns, loyalty programs, and affiliate programs. Income Taxes The Company accounts for income taxes in accordance with authoritative guidance, which requires the use of the liability method. Under this method, deferred income tax assets and liabilities are determined based upon the difference between the consolidated financial statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that the deferred tax assets will not be realized. The Company recognizes liabilities for uncertain tax positions based upon a two-step process. To the extent a tax position does not meet a more-likely-than-not level of certainty, no benefit is recognized in the consolidated financial statements. If a position meets the more-likely-than-not level of certainty, it is recognized in the consolidated financial statements at the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The Company accounts for any applicable interest and penalties as a component of income tax expense. Foreign Currency Foreign currency denominated assets and liabilities of foreign subsidiaries, where the local currency is the functional currency, are translated into U.S. Dollars using the exchange rates in effect at the balance sheet dates, and income and expenses are translated using average exchange rates during the period. The resulting foreign currency translation adjustments are recorded in accumulated other comprehensive loss, a component of stockholders’ equity. Gains and losses from foreign currency transactions are included in other income (expense), net in the accompanying consolidated statements of operations. Foreign currency transaction gains (losses) were immaterial for all the periods presented in the accompanying consolidated financial statements. Other Comprehensive Income (Loss) Other comprehensive income (loss) consists of foreign currency translation adjustments. Net Income (Loss) per Share The Company’s basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding during the period. The diluted net income (loss) per share is computed by giving effect to all potentially dilutive common share equivalents outstanding during the period. The dilutive effect of dilutive common share equivalents is reflected in diluted net income (loss) per share by application of the treasury stock method. Since the Company intends to settle the principal amount of its outstanding convertible senior notes in cash, the Company uses the treasury stock method for calculating any potential dilutive effect of the conversion spread on diluted net income per share, if applicable. The effects of options to purchase common stock, RSUs, certain shares held in escrow, and convertible senior notes are excluded from the computation of diluted net loss per share attributable to common stockholders because their effect is antidilutive. Segments The Company’s chief operating decision maker (“CODM”), who is the Chief Executive Officer, reviews the Company’s financial information presented on a consolidated basis for purposes of allocating resources and evaluating its financial performance. There are no segment managers who are held accountable by the CODM, or anyone else, for operations, operating results, and planning for levels or components below the consolidated unit level. Accordingly, the Company has determined that it operates in one single reporting segment. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, short-term investments and accounts receivable. For cash, cash equivalents and short-term investments, the Company is exposed to credit risk in the event of default by the financial institutions to the extent of the amounts recorded on the accompanying consolidated balance sheets. Credit risk with respect to accounts receivable is dispersed due to the large number of customers. The Company does not require collateral for accounts receivable. Recently Issued Accounting Pronouncements Accounting Pronouncements Recently Adopted In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) . ASU 2019-12 removes certain exceptions for performing intraperiod tax allocations, recognizing deferred taxes for investments, and calculating income taxes in interim periods. The guidance also simplifies the accounting for franchise taxes, transactions that result in a step-up in the tax basis of goodwill, and the effect of enacted changes in tax laws or rates in interim periods. The Company adopted ASU 2019-12 in the first quarter of 2021 and the adoption had no material impact to the Company’s consolidated financial statements. 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. The Company is currently evaluating the impact of adopting this new accounting guidance on the consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 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 similar assets or liabilities in active or 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): December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 105,004 — — $ 105,004 Total $ 105,004 $ — $ — $ 105,004 Liabilities: Contingent consideration related to acquisitions — — 22,275 22,275 Total $ — $ — $ 22,275 $ 22,275 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 and U.S. Treasury Bills includes using quoted prices in active markets. The money market funds have a fixed net asset value (NAV) of $1.0. The contingent consideration as of December 31, 2021 and 2020 relates to the acquisition 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 financial metrics as defined under the acquisition agreements and was 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): Ubimo Elevaate Ahalogy Level 3 Level 3 Level 3 Total Balance as of December 31, 2018 — 6,121 22,842 28,963 Addition related to acquisition 5,686 — — 5,686 Change in fair value during the period — (2,587) 4,158 1,571 Balance as of December 31, 2019 5,686 3,534 27,000 36,220 Change in fair value during the period 15,244 4,990 — 20,234 Payments made during the period — — (27,000) (27,000) Balance as of December 31, 2020 20,930 8,524 — 29,454 Change in fair value during the period 1,345 47 — 1,392 Payments made during the period — (8,571) — (8,571) Balance as of December 31, 2021 $ 22,275 $ — $ — $ 22,275 During the years ended December 31, 2021, 2020, and 2019, the Company recorded a charge of $1.4 million, $20.2 million, and $1.6 million, respectively, for the re-measurement of the fair values of contingent consideration related to acquisitions, as a component of operating expenses in the accompanying consolidated statements of operations. During the year ended December 31, 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 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 year ended December 31, 2020, the Company paid $27.0 million related to Ahalogy’s achievement of financial metrics, and as a result, no liability existed as of December 31, 2020. Out of the total consideration paid, $14.6 million was originally measured and recorded on the acquisition date as part of consideration transferred, and $12.4 million was recorded subsequent to the acquisition date through changes in fair value of contingent consideration within the consolidated statements of operations. Fair Value Measurements of Other Financial Instruments As of December 31, 2021 and 2020, the fair value of the 1.75% convertible senior notes due 2022 was $193.8 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 9 for additional information related to the Company’s convertible debt. |
Allowance for Credit Losses
Allowance for Credit Losses | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Allowance for Credit Losses | Allowance for Credit Losses The summary of activities in the allowance for credit losses is as follows (in thousands): Year Ended December 31, 2021 2020 2019 Balance at beginning of period $ 2,070 $ 2,021 $ 1,200 Additions related to acquisitions — — 377 Provision for expected credit losses 568 888 1,227 Write-offs charged against the allowance (138) (839) (783) Balance at end of period $ 2,500 $ 2,070 $ 2,021 |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 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): December 31, 2021 2020 Software $ 51,093 $ 47,357 Computer equipment 23,696 23,912 Leasehold improvements 8,362 6,197 Furniture and fixtures 2,552 2,533 Total 85,703 79,999 Accumulated depreciation and amortization (68,052) (65,959) Projects in process 5,009 3,228 Property and equipment, net $ 22,660 $ 17,268 Depreciation and amortization expense of property and equipment was $7.7 million, $7.2 million and $7.5 million for the years ended December 31, 2021, 2020 and 2019, respectively. The Company capitalized internal use software development costs, which is included in projects in process within "property and equipment, net" on the consolidated balance sheets of $12.0 million, $7.5 million, and $5.8 million during the years ended December 31, 2021, 2020 and 2019, respectively. During the years ended December 31, 2021, 2020 and 2019, the Company had $4.1 million, $3.4 million and $2.5 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. Once the software is placed into service, the asset is included in software within "property and equipment, net". The unamortized capitalized internal use software development costs were $11.6 million and $8.6 million as of December 31, 2021 and 2020, respectively. Accrued Compensation and Benefits Accrued compensation and benefits consist of the following (in thousands): December 31, 2021 2020 Bonus $ 9,045 $ 3,150 Commissions 5,838 7,247 Payroll and related expenses 4,253 3,116 Vacation 1,087 855 Accrued compensation and benefits $ 20,223 $ 14,368 Other Current Liabilities Other current liabilities consist of the following (in thousands): December 31, 2021 2020 Distribution fees 46,313 36,245 Traffic acquisition cost 12,033 9,756 Deferred cost related to a retailer agreement 8,000 — Operating lease liabilities 4,935 3,650 Prefunded liability 4,782 3,067 Rebate liability 2,444 2,696 Marketing expenses 636 2,251 Liability related to purchased intangible asset — 1,250 Interest payable 292 282 Other 15,844 11,423 Other current liabilities $ 95,279 $ 70,620 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [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 remeasured through earnings every reporting period. Refer to Note 3 for the fair value of contingent consideration at December 31, 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 is based on Elevaate achieving certain financial metrics between February 1, 2019 through January 31, 2021. Refer to Note 3 for the fair value of contingent consideration at December 31, 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 customer relationship management (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 remeasured 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 exists as of December 31, 2020 and thereafter. Of the total $30.0 million that was paid, $14.6 million is classified within financing activity and the remaining $15.4 million is 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 the acquisitions will be deductible for income tax purposes. For each of these acquisitions, the fair value of the consideration transferred, as well as 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 consideration paid for each acquisition and the related fair values of the assets acquired and liabilities assumed (in thousands): Purchase Net Identifiable Goodwill Goodwill Acquisition 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 table 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 $ 10,750 $ 3,781 $ 2,577 $ 11,580 The financial results of the acquired companies are included in the Company’s consolidated statements of operations from their respective acquisition dates and were insignificant to the Company’s operating results. The pro forma impact of these acquisitions on consolidated revenues, income (loss) from operations and net loss was not material. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill: Goodwill represents the excess of the consideration paid over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. In connection with renewal discussions between the parties, the Company received a letter in October 2021 from The Albertsons Companies ("Albertsons") notifying the Company of its intent to early terminate the agreement between the parties related to the delivery of promotions and media campaigns, effective December 31, 2021. The Company informed Albertsons that the Company disputed Albertsons' right to terminate the agreement prior to March 31, 2022. The parties are currently in litigation. Due to circumstances surrounding the termination of its partnership with Albertsons, the Company determined a triggering event had occurred during the third quarter of 2021 that required an interim impairment assessment for its goodwill reporting unit and intangible assets and other long-lived assets. In performing its qualitative interim impairment assessment in the third quarter of 2021, the Company considered (i) the results of its impairment testing from the most recent testing date, which was in the fourth quarter of 2020 (in particular, the magnitude of the excess of fair value over carrying value observed), (ii) downward revisions to internal forecasts, (iii) trends in market multiples and (iv) declines in market capitalization. The interim test resulted in the Company’s determination that the fair values of its reporting unit exceeded its carrying value and, therefore its goodwill was not impaired. In the fourth quarter of 2021, the Company performed its annual impairment test and based on the results of its assessment, the Company determined that the fair value of the reporting unit exceeded its carrying value and, therefore, its goodwill was not impaired. There were no changes in the carrying value of goodwill and as of December 31, 2021 and 2020, goodwill was $128.4 million. There was no impairment of goodwill for the years ended December 31, 2021, 2020 and 2019. The Company will continue to monitor the operating results, cash forecasts and challenges from declines in current business and market conditions, as well as impacts of COVID-19 for its reporting unit. Intangible Assets: As a result of performing its interim intangibles impairment assessment due to the triggering event noted above, the Company recorded an intangible asset impairment charge of $2.6 million and $6.5 million during the second and third quarter of 2021, respectively, related to promotion service rights, media service rights, and data access rights. The impairment charges were recorded within cost of revenues, on the consolidated statements of operations. In the fourth quarter of 2021, the Company performed an updated impairment assessment analysis and determined that impairment did not exist. The Company will continue to monitor the operating results, cash flow forecasts and challenges from declines in current market conditions, as well as circumstances relating to the termination of the Company's partnership with Albertsons and the impacts of COVID-19, for the possible additional impairment of these intangible assets. The following table summarizes the gross carrying amount and accumulated amortization for the intangible assets (in thousands): December 31, 2021 Gross Accumulated Net Weighted Media service rights $ 35,582 $ (32,282) $ 3,300 0.7 Developed technologies 27,170 (22,235) 4,935 1.7 Promotion service rights 24,426 (23,419) 1,007 0.6 Customer relationships 22,690 (19,311) 3,379 2.4 Data access rights 10,206 (10,206) — 0.0 Domain names 5,948 (5,596) 352 0.0 Trade names 2,823 (2,823) — 0.0 Vendor relationships 2,510 (2,510) — 0.0 Patents 975 (945) 30 0.8 Registered users 420 (420) — 0.0 $ 132,750 $ (119,747) $ 13,003 1.5 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 December 31, 2021 and 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 $21.8 million, $29.1 million and $24.0 million for the years ended December 31, 2021, 2020 and 2019, respectively. Estimated future amortization expense related to intangible assets as of December 31, 2021 is as follows (in thousands): Total 2022 $ 8,508 2023 3,583 2024 559 2025 — 2026 — Thereafter — Total estimated amortization expense $ 12,650 |
Restructuring Charges
Restructuring Charges | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Restructuring ChargesThe Company has carried out certain restructuring activities to further drive operational efficiencies and to align its resources with its business strategies. Restructuring charges include severance and benefit costs related to headcount reduction recorded on the consolidated statement of operations based on the impacted employees function. During the years ended December 31, 2021, 2020, and 2019, the Company recognized restructuring expense of $2.7 million, $1.5 million, and $4.3 million, respectively. |
Debt Obligations
Debt Obligations | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Debt Obligations 2017 Convertible Senior Notes In November 2017, the Company issued $200.0 million aggregate principal amount of 1.75% convertible senior notes due 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 will initially be 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 consolidated balance sheets was as follows (in thousands): December 31, 2021 December 31, 2020 Principal $ 200,000 $ 200,000 Unamortized debt discount (10,358) (21,046) Unamortized debt issuance costs (856) (1,786) Net carrying amount of the liability component $ 188,786 $ 177,168 The net carrying amount of the equity component of the notes recorded in additional paid-in capital on the consolidated balance sheets was $49.1 million, net of debt issuance costs of $1.6 million as of December 31, 2021 and 2020. The following table sets forth the interest expense related to the notes recognized in interest expense on the consolidated statements of operations (in thousands): Year Ended December 31, 2021 2020 2019 Contractual interest expense $ 3,500 $ 3,500 $ 3,500 Amortization of debt discount 10,689 10,086 9,518 Amortization of debt issuance costs 929 925 921 Total interest expense related to the Notes $ 15,118 $ 14,511 $ 13,939 ABL Credit Agreement On November 17, 2021, the Company, as borrower, and certain subsidiaries of the Company as guarantors, entered into a Loan, Guaranty and Security Agreement (the "ABL Credit Agreement") with Bank of America, N.A., a national banking association, and certain other financial institutions from time to time that may become parties to the agreement (the "Lenders"). The ABL Credit Agreement provides for an asset-based revolving credit facility (the "ABL Facility") for available borrowings up to $100.0 million with the actual amount dependent on a "borrowing base" number consisting of the sum of various categories of eligible accounts receivable (the lesser of such number and $100.0 million, the "Line Cap"). The ABL Facility matures and all outstanding amounts, if any, become due and payable on November 17, 2026 ("fixed ABL maturity date"), except that the maturity date shall be accelerated to the date that is 91 days prior to the maturity of the Company’s outstanding 1.75% Convertible Senior Notes due 2022 (the “Notes”), unless (i) the Notes are repaid in full or converted to equity at least 91 days prior to the maturity of the Notes, (ii) the Notes are refinanced and/or extended to a maturity date that is at least 91 days after the fixed ABL maturity date, or (iii) during the 91 day period prior, the Company has sufficient cash to repay the Notes in full, the Company meets a certain liquidity test after giving pro forma effect to the repayment to the Notes, and there is no event of default under the ABL Facility. The commitments of the Lenders under the ABL Facility will terminate and outstanding borrowings under the ABL Facility will mature on the fifth anniversary of the closing of the ABL Facility or sooner as described above. The ABL Credit Agreement includes conditions to borrowings, representations and warranties, affirmative and negative covenants and events of default customary for financings of this type and size. In the event of default, all obligations will be automatically due and payable and all commitments will terminate. The ABL Credit Agreement requires the Company to maintain a minimum fixed charge coverage ratio at all times. The ABL Credit Agreement limits the Company’s and its subsidiaries’ ability to, among other things, incur additional indebtedness, create liens on any assets, pay dividends or make certain restricted payments, consummate certain assets sales and merge, consolidate and/or sell or dispose of certain assets. The ABL Credit Agreement also requires that if the Company's Excess Availability (defined as the Line Cap less borrowed amounts or issued letters of credit) is less than the greater of (i) the Line Cap and (ii) $10.0 million, the Company will maintain a fixed coverage charge ratio of at least 1.00 to 1.00. In addition, the ABL Credit Agreement includes customary events of default, which may require the Company to pay an additional 2% interest on the outstanding loans under the ABL Credit Agreement. As set forth in the ABL Credit Agreement, borrowings under the ABL Facility initially will bear interest at a rate equal to, for BSBY Loans, the BSBY Rate plus the Applicable Margin or, for Base Rate Loans, the Base Rate plus the Applicable Margin. The Applicable Margin is determined based on average daily borrowing availability. During the year ended December 31, 2021, there were no borrowings or repayments under the ABL Facility. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 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, and (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 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 Black-Scholes model on the date of grant for the periods presented using the following assumptions: Year Ended December 31, 2021 2020 2019 Expected life (in years) — 6.02 6.02 - 6.08 Risk-free interest rate — % 0.96% 1.42% - 2.66% Volatility — % 50 % 50 % Dividend yield — — — There were no option grants during the year ended December 31, 2021. The weighted-average grant-date fair value of options granted was $4.26 and $4.33 per share during the years ended December 31, 2020 and 2019, respectively. 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 grant. The RSUs are excluded from issued and outstanding shares until they are vested. On March 1, 2021, 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. On August 1, 2021, the Company granted an additional 170,000 PSU Award to an executive in conjunction with a promotion with a grant date fair value of $10.00. The PSU Award represents the right to receive shares of the Company’s common stock upon meeting certain vesting conditions. All PSU Awards will vest in three years from the original grant date, 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. As of December 31, 2021, the Company performed an assessment and determined that the likelihood of achievement of certain operating performance goals was not deemed probable. As such, during the year ended December 31, 2021, no compensation expense was recognized in the Company's consolidated financial statements related to the PSU Awards. A summary of the Company’s stock option and RSU, including PSU award activity under the 2013 Plan are as follows: Options Outstanding RSUs Outstanding Shares Number of Shares Weighted Weighted Aggregate Number of Weighted Balance as of December 31, 2018 6,497,353 6,622,006 $ 12.12 5.96 $ 9,987 4,904,161 12.48 Increase in shares authorized 3,799,808 — — — — — — Options granted (2,799,855) 2,799,855 $ 8.74 — — — — Options exercised — (433,762) $ 5.39 — $ 2,406 — — Options canceled or expired 387,658 (387,658) $ 11.37 — — — — RSUs granted (4,015,504) — — — — 4,015,504 9.49 RSUs released — — — — — (2,735,184) 11.79 RSUs canceled or expired 1,161,806 — — — — (1,161,806) 11.67 RSUs vested and withheld for taxes 1,004,914 — — — — — — Balance as of December 31, 2019 6,036,180 8,600,441 $ 11.40 5.16 $ 8,811 5,022,675 10.66 Increase in shares authorized 3,574,847 — — — — — — Options granted (1,150,178) 1,150,178 $ 8.95 — — — — Options exercised — (331,007) $ 8.20 — $ 463 — — Options canceled or expired 1,259,391 (1,259,391) $ 11.22 — — — — RSUs granted (3,340,532) — — — — 3,340,532 8.33 RSUs released — — — — — (2,410,803) 10.41 RSUs canceled or expired 1,243,550 — — — — (1,243,550) 10.83 RSUs vested and withheld for taxes 843,885 — — — — — — Balance as of December 31, 2020 8,467,143 8,160,221 $ 11.21 5.03 $ 7,100 4,708,854 9.09 Increase in shares authorized 3,669,732 — — — — — — Options granted — — $ — — — — — Options exercised — (1,245,453) $ 10.60 — $ 3,777 — — Options canceled or expired 16,775 (16,775) $ 10.53 — — — — RSUs granted (3,970,802) — — — — 3,970,802 11.98 RSUs released — — — — — (1,939,752) 9.85 RSUs canceled or expired 1,358,865 — — — — (1,358,865) 9.75 RSUs vested and withheld for taxes 626,348 — — — — — — Balance as of December 31, 2021 10,168,061 6,897,993 $ 11.32 4.89 $ 1,596 5,381,039 10.78 Vested and exercisable as of December 31, 2021 5,537,204 $ 12.02 4.17 $ 1,557 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 shares vested during the years ended December 31, 2021, 2020, and 2019 was $5.1 million, $7.5 million and $6.3 million, respectively. Additional information for options outstanding and exercisable as of December 31, 2021 is as follows: Options Outstanding Options Exercisable Exercise Prices Number of Weighted Average Remaining Contractual Term (Years) Weighted Number of Weighted $3.70 - $7.34 1,667,201 5.45 $ 6.46 1,174,051 $ 6.09 $8.51 - $8.66 1,585,678 4.10 8.60 1,415,704 8.59 $8.95 - $10.65 1,399,605 7.83 9.26 721,628 9.38 $11.60 - $16.25 1,445,509 3.93 14.34 1,425,821 14.36 $25.00 800,000 1.87 $ 25.00 800,000 $ 25.00 6,897,993 5,537,204 Employee Stock Purchase Plan The Company’s Board of Directors adopted the 2013 Employee Stock Purchase Plan (“ESPP”), which became effective in March 2014, pursuant to which 1,200,000 shares of common stock were reserved for future issuance. In addition, the ESPP provides for annual increases in the number of shares available for issuance on the first day of each year equal to the least of (i) 0.5% of the outstanding shares of common stock on the last day of the immediately preceding year, (ii) 400,000 shares or (iii) such other amount as may be determined by the Board of Directors. Eligible employees can enroll and elect to contribute up to 15% of their base compensation through payroll withholdings in each offering period, subject to certain limitations. Each offering period is six months in duration. 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: Year Ended December 31, 2021 2020 2019 Expected life (in years) 0.5 0.5 0.5 Risk-free interest rate 0.03% - 0.12% 0.12% - 1.59% 1.59% - 2.50% Volatility 60% - 75% 55% - 60% 35% - 55% Dividend yield — — — During the year ended December 31, 2021, a total of 2,401,697 shares of common stock were issued under the 2013 Employee Stock Purchase Plan (“ESPP”), since inception of the plan. As of December 31, 2021, a total of 1,598,303 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 consolidated statements of operations (in thousands): Year Ended December 31, 2021 2020 2019 Cost of revenues $ 1,905 $ 1,743 $ 2,193 Sales and marketing 5,012 5,311 6,812 Research and development 3,876 3,831 4,804 General and administrative 12,019 17,486 18,328 Total stock-based compensation expense $ 22,812 $ 28,371 $ 32,137 During the years ended December 31, 2021, 2020, and 2019 the Company capitalized stock-based compensation cost of $0.4 million, $0.4 million, and $0.5 million, respectively, in projects in process as part of property and equipment, net on the accompanying consolidated balance sheets. As of December 31, 2021, there was $46.7 million unrecognized stock-based compensation expense of which $5.7 million is related to stock options and ESPP and $41.0 million is related to RSUs. The total unrecognized stock-based compensation expense related to stock options and ESPP as of December 31, 2021 will be amortized over a weighted-average period of 1.73 years. The total unrecognized stock-based compensation expense related to RSUs as of December 31, 2021 will be amortized over a weighted-average period of 2.82 years. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Amended and Restated Certificate of Incorporation In March 2014, the Company filed an amended and restated certificate of incorporation, which became effective immediately following the completion of the Company’s IPO. Under the restated certificate of incorporation, the authorized capital stock consists of 250,000,000 shares of common stock and 10,000,000 shares of preferred stock. Common Stock . The rights, preferences and privileges of the holders of common stock are subject to the rights of the holders of shares of any series of preferred stock which the Company may issue in the future. Subject to the foregoing, for as long as such stock is outstanding, the holders of common stock are entitled to receive ratably any dividends as may be declared by the Board of Directors out of funds legally available for dividends. Holders of common stock are entitled to one vote per share on any matter to be voted upon by stockholders. The amended and restated certificate of incorporation establishes a classified Board of Directors that is divided into three classes with staggered three years terms. Only the directors in one class will be subject to election at each annual meeting of stockholders, with the directors in other classes continuing for the remainder of their three year terms. Upon liquidation, dissolution or winding-up, the assets legally available for distribution to the Company’s stockholders would be distributable ratably among the holders of common stock and any participating preferred stock outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of preferred stock. Preferred Stock . The Board of Directors is authorized to issue undesignated preferred stock in one or more series without stockholder approval and to determine for each such series of preferred stock the voting powers, designations, preferences, and special rights, qualifications, limitations, or restrictions as permitted by law, in each case without further vote of action by the stockholders. The Board of Directors can also increase or decrease the number of shares of any series of preferred stock, but not below the number of shares of that series then outstanding, without any further vote or action by the stockholders. The Board of Directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of common stock. Amendment . The amendment of the provisions in the restated certificate requires approval by holders of at least 66 2/3% of the Company’s outstanding capital stock entitled to vote generally in the election of directors. Common Stock Repurchases The 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 the Company to repurchase up to $50.0 million of its common stock from February 2021 through February 2022 (the "February 2021 Program"). Under the February 2021 Program, 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 February 2021 Program at any time without prior notice. During the year ended December 31, 2021, the Company did not repurchase any shares of its common stock, nor did the Company repurchase any of its common stock thereafter. The Company terminated the February 2021 Program prior to its expiration. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of the Company’s loss before provision for income taxes were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Domestic $ 45,991 $ 44,237 $ 39,102 Foreign (4,054) 20,425 (2,705) Total $ 41,937 $ 64,662 $ 36,397 The components of the provision for income taxes are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Current: Federal $ 436 $ 133 $ (14) State 45 34 219 Foreign 3,012 642 342 Total current income tax expense 3,493 809 547 Deferred: Federal 93 93 93 State 114 10 39 Foreign (69) (193) (19) Total deferred income tax expense (benefit) 138 (90) 113 Total $ 3,631 $ 719 $ 660 A reconciliation of the federal statutory income tax rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2021 2020 2019 Federal tax (21.00) % (21.00) % (21.00) % State income tax, net of federal tax benefit 0.38 % 0.07 % 0.70 % Tax credits (1.09) % (0.78) % (2.20) % Stock-based compensation 2.00 % 4.31 % 2.42 % Foreign income taxes at other than U.S. rates 9.65 % (2.15) % (0.92) % Acquisition related costs — % 0.02 % 0.43 % Contingent consideration related to acquisitions — % — % 2.35 % 162(m) 2.35 % 1.39 % 3.73 % GILTI Inclusion 1.42 % — % 1.05 % Other 0.12 % 0.44 % 1.26 % Valuation allowance, net 14.82 % 18.81 % 13.96 % Effective tax rate 8.65 % 1.11 % 1.78 % The Company recorded a provision for income taxes of $3.6 million, $0.7 million and $0.7 million for the years ended December 31, 2021, 2020 and 2019, respectively. The provision for income taxes for the year ended December 31, 2021 was primarily due to increased earnings in foreign jurisdictions. The provision for income taxes for the years ended December 31, 2020 and 2019 was primarily attributable to the impact of the indefinite lived deferred tax liabilities related to tax deductible goodwill, change in the geographical mix of earnings in foreign jurisdictions and state taxes. As a result of meeting certain employment and capital investment actions under Section 10AA of the India Income Tax Act, the Company’s India subsidiary is wholly exempt from income tax for tax years beginning April 1, 2014 through March 31, 2019 and partially exempt from income tax for tax years beginning April 1, 2019 through March 31, 2024. The components of the Company’s deferred tax assets and liabilities are as follows (in thousands): Year Ended December 31, 2021 2020 Deferred tax assets: Credits and net operating loss carryforward $ 114,758 $ 116,119 Accrued compensation 644 280 Deferred revenues 603 271 Stock-based compensation 4,571 5,638 Property and equipment 538 746 Purchased intangible assets 9,211 4,411 Operating lease 7,770 4,536 Other deferred tax assets 2,124 1,682 Total deferred tax assets 140,219 133,683 Valuation allowance (130,823) (121,927) Deferred tax liabilities: Basis difference on purchased intangible assets 1,044 2,969 Operating lease 5,670 3,683 Other deferred tax liabilities 2,667 5,157 Tax deductible goodwill 2,006 1,800 Total deferred tax liabilities 11,387 13,609 Net deferred tax liabilities $ (1,991) $ (1,853) Other deferred tax assets and liabilities are primarily comprised of the tax effects of charitable contributions, allowance for credit losses, and other miscellaneous accruals. As of December 31, 2021 and 2020, the Company had gross deferred tax assets of $140.2 million and $133.7 million, respectively. The Company also had deferred tax liabilities of $11.4 million and $13.6 million as of December 31, 2021 and 2020, respectively. Realization of the deferred tax assets is dependent upon the generation of future taxable income, if any, the amount and timing of which is uncertain. Based on the available objective evidence, and historical operating performance, management believes that it is more likely than not that all U.S. and certain foreign deferred tax assets are not realizable. Accordingly, the net deferred tax assets have been fully offset with a valuation allowance. The net valuation allowance increased by approximately $8.9 million and $14.8 million for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company had federal NOL carryforwards of approximately $287.8 million which will begin to expire in the year 2022. The Company had state and foreign net operating loss carryforwards of approximately $279.0 million and $33.4 million, respectively. As of December 31, 2021, the Company has research credit carryforwards for federal income tax purposes of approximately $17.3 million which will begin to expire in the year 2032. The Company also had state net research credit carryforwards for income tax purposes of approximately $20.2 million which can be carried forward indefinitely. The Company also had MAT credit carry forwards for Indian income tax purposes of approximately $0.7 million which will begin to expire in the year 2030. A reconciliation of the gross unrecognized tax benefit is as follows (in thousands): Year Ended December 31, 2021 2020 2019 Unrecognized tax benefit - beginning balance $ 9,260 $ 8,840 $ 8,217 Increases for tax positions taken in prior years 317 — — Increases for tax positions taken in current year 374 420 623 Unrecognized tax benefit - ending balance $ 9,951 $ 9,260 $ 8,840 The unrecognized tax benefits, if recognized, would not impact the Company's effective tax rate as the recognition of these tax benefits would be offset by changes in the Company's valuation allowance. The Company does not believe there will be any material changes in its unrecognized tax benefits over the next twelve months. The Company’s policy to recognize interest and penalties related to income tax matters in income tax expense. As of December 31, 2021 and 2020, the Company had no accrued interest or penalties related to uncertain tax positions. Due to the Company’s historical loss position, all tax years from inception through December 31, 2021 remain open due to unutilized net operating losses. The Company files income tax returns in the United States and various states and foreign jurisdictions and is subject to examination by various taxing authorities including major jurisdiction like the United States. As such, all its net operating loss and research credit carryforwards that may be used in future years are subject to adjustment, if and when utilized. Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before their utilization. The most recent analysis of the Company's historical ownership changes was completed through October 31, 2021. Based on the analysis, the Company does not anticipate a current limitation on the tax attributes. |
Net Income (Loss) per Share
Net Income (Loss) per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) per Share Net Loss per Share Attributable to Common Stockholders The computation of the Company’s basic and diluted net loss per share is as follows (in thousands, except per share data): Year Ended December 31, 2021 2020 2019 Net loss $ (45,568) $ (65,381) $ (37,057) Weighted-average number of shares used to 93,686 90,412 91,163 Net loss per share, basic and diluted $ (0.49) $ (0.72) $ (0.41) Basic and diluted net loss per share is the same for each period presented, as the inclusion of all potential common shares outstanding would have been anti-dilutive. 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): Year Ended December 31, 2021 2020 2019 Stock options and ESPP 6,956 8,229 8,642 Restricted stock units 5,381 4,709 5,023 Shares related to convertible senior notes 11,521 11,521 11,521 23,858 24,459 25,186 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | LeasesThe 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. Effective January 1, 2019, these operating leases are included as right-of-use assets in other assets on the consolidated balance sheets, as a result of the adoption of the new leasing standard as discussed under Note 2 to the consolidated financial statements, 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 consolidated balance sheets. Based on the present value of the lease payments for the remaining lease term of the Company's existing leases, the Company recognized 1) right-of-use assets of $8.5 million, adjusted for deferred rent and lease incentives as of the adoption date, and 2) lease liabilities for operating leases of $11.5 million on January 1, 2019. Operating lease right-of-use assets and liabilities commencing after January 1, 2019 are recognized at commencement date based on the present value of lease payments over the lease term. 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 December 31, 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 consolidated balance sheet due to the accounting policy election as discussed under Note 2 to the consolidated financial statements. All operating lease expense is recognized on a straight-line basis over the lease term. During the year ended December 31, 2021, the Company recognized $6.5 million in total lease costs, which is comprised of $6.0 million in operating lease costs for right-of-use assets and $0.5 million 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 consolidated financial statements. Supplemental cash flow information related to operating leases was as follows (in thousands): Year Ended December 31, 2021 2020 Cash paid for operating lease liabilities $ 4,808 $ 3,940 Right-of-use assets obtained in exchange for lease obligations 12,021 12,297 Supplemental balance sheet information related to operating leases was as follows (in thousands, except lease term and discount rate): December 31, 2021 December 31, 2020 Operating right-of-use assets reported as: Operating lease right-of-use assets $ 23,874 $ 16,222 Operating lease liabilities reported as: Other current liabilities $ 4,935 $ 3,650 Other non-current liabilities 26,903 15,956 Total operating lease liabilities $ 31,838 $ 19,606 Weighted average remaining lease term (in years) 6.2 7.2 Weighted average discount rate 5.0 % 5.8 % Maturities of operating lease liabilities were as follows (in thousands): Operating Leases 2022 $ 6,407 2023 6,899 2024 6,239 2025 4,774 2026 3,344 2027 and thereafter 9,836 Total lease payments $ 37,499 Less: Imputed Interest (5,661) Total $ 31,838 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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 $11.2 million as of December 31, 2021. Some of our agreements with retailers include certain 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 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 the Company's efforts to implement, with Albertsons, one of the Company’s solutions resulted in multiple disputes being raised by each of the parties against the other, one of which disputes resulted in the Company not being able to meet the contractual minimum at the end of the applicable period under the agreement. In order to resolve certain of the disputes regarding the parties' respective obligations, the Company recognized a loss of $8.8 million during the year ended December 31, 2020. This loss was included in cost of revenues on our consolidated statements of operations. During the second quarter of 2021, the Company notified Albertsons that due to the Albertsons' failure to meet certain obligations under the agreement, the Company is not obligated to meet the contractual minimums for the period that ended in October 2021. In connection with renewal discussions between the parties, the Company received a letter in October 2021 from Albertsons notifying us of their intent to early terminate our agreement related to the delivery of promotions and media campaigns, effective December 31, 2021. The Company informed Albertsons that we disputed their right to terminate the agreement prior to March 31, 2022. The parties are currently in litigation. If the contractual minimum applicable to the period that ended in October 2021 is enforceable, the Company may recognize a loss that, depending on a variety of factors, is estimated to be as high as $8.5 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 liabilities 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. The Company’s founder and CEO (“CEO”) is subject to a claim from a third party, alleging that he owes certain amounts to the third party in connection with fundraising activities for Quotient that occurred between 1998 and 2006. The Company agreed to advance certain defense costs, subject to an undertaking to repay such amounts if, and to the extent that, it is ultimately determined that he is not entitled to indemnification. The matter is ongoing. If this matter is resolved in favor of the third party and the Company is required to indemnify the CEO for a loss, the Company may be required to make an indemnity payment. While the Company maintains directors’ and officers’ liability insurance, such insurance may not be applicable, adequate or cover all liabilities that may be incurred. 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 December 31, 2021 and 2020. The Company expenses legal fees in the period in which they are incurred. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit PlanThe Company maintains a defined-contribution plan in United States that is intended to qualify 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 $2.5 million, $2.2 million and $1.7 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Concentrations As of December 31, 2021 and 2020, there was no customer with an accounts receivable balance greater than 10% of total accounts receivable. For the year ended December 31, 2021 and 2020, there was no customer that accounted for revenues greater than 10% of revenues for each respective period. For the year ended December 31, 2019, there was one customer that accounted for revenues greater than 10% of total revenues. |
Information About Geographic Ar
Information About Geographic Areas | 12 Months Ended |
Dec. 31, 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 consolidated financial statements taken as a whole. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The Company’s consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. |
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 reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Such management estimates include, but are not limited to, revenue recognition, collectability of accounts receivable, coupon code sales return reserve, 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, 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 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 ongoing vaccination efforts. 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 consolidated financial statements. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. The Company classifies all cash equivalents as available-for-sale, which are recorded at fair value. Unrealized gains and losses are included in accumulated other comprehensive (loss) income in stockholders’ equity. Realized gains and losses are included in other income (expense), net. |
Accounts Receivable, Net of Allowance for Credit Losses | Accounts Receivable , Net of Allowance for Credit Losses |
Property and Equipment, Net | Property and Equipment, net Property and equipment, net, are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the assets, which are three years for computer equipment and software and five years for all other asset categories except leasehold improvements, which are amortized over the shorter of the lease term or the expected useful life of the improvements. |
Internal-Use Software Development Costs | Internal-Use Software Development Costs For costs incurred for computer software developed or obtained for internal use, the Company begins to capitalize its costs to develop software when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. These costs are amortized to cost of revenues over the estimated useful life of the related asset, generally estimated to be three years. Costs related to preliminary project activities and post implementation activities, including training and maintenance are expensed as incurred and recorded in research and development expense on the Company’s consolidated statements of operations. |
Leases | Leases The Company determines if an arrangement is a lease at inception. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company has elected the practical expedient not to recognize ROU assets and lease liabilities for short-term leases with terms of twelve months or less. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the rate implicit in each lease is not readily determinable, the Company uses an incremental borrowing rate to determine the present value of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company accounts for lease and non-lease components as a single lease component. Operating lease expense is recognized on a straight-line basis over the lease term. Operating ROU assets and lease liabilities are included on the Company’s consolidated balance sheet. Operating ROU assets are included as operating lease right-of-use assets. The current portion of the operating lease liabilities is included in other current liabilities and the long-term portion is included in other non-current liabilities on the Company’s consolidated balance sheet . |
Business Combinations | Business Combinations The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations. Under the acquisition method of accounting, the total consideration is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the consideration transferred over those fair values is recorded as goodwill. Contingent consideration, if any, is measured at fair value initially on the acquisition date as well as |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Intangible assets with a finite life are amortized over their estimated useful lives. Goodwill is not subject to amortization but is tested for impairment at least annually, and more frequently upon the occurrence of certain events that may indicate that the carrying value of goodwill may not be recoverable. The Company, which operates in a single reporting unit, completes its annual impairment test during the fourth quarter of each year. Long-Lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The Company evaluates intangible assets for potential impairment indicators at least quarterly and more frequently upon the occurrence of events that could impact prior conclusions. Judgment regarding the existence of impairment indicators is based on market conditions as well as the operational performance of its businesses. Additionally, future events could cause the Company to conclude that impairment indicators exist, and therefore long-lived assets could be impaired. The Company considers the following to be some examples of indicators that may trigger an impairment review: (i) actual undiscounted cash flows significantly below historical or projected future undiscounted cash flows for the associated assets; (ii) significant changes in the manner or use of the assets or in our overall strategy with respect to the manner or use of the acquired assets or changes in its overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; and (v) a significant decline in its stock price for a sustained period of time. Once the Company determines that a potential impairment indicator exists, it performs the test for recoverability by comparing the estimated future undiscounted cash flows associated with the intangible assets with the intangible asset’s carrying amount. Where the carrying value of the intangible asset exceeds the future undiscounted cash flows associated with the intangible assets, it is determined that the value of those intangible assets cannot be recovered. For an intangible asset failing the recoverability test, an impairment charge is recorded for the difference between the carrying value and the estimated fair value. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying values of the Company’s financial instruments, including cash equivalents, accounts receivable, accounts payable, accrued compensation and benefits, and other current liabilities, approximate fair value due to their short-term nature. The Company records money market funds, short-term investments and contingent consideration at fair value. See Note 3 (Fair Value Measurements) . |
Convertible Senior Notes | Convertible Senior Notes In November 2017, the Company issued $200.0 million aggregate principal amount of 1.75% convertible senior notes due 2022 (the “notes”). 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 was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the notes as a whole. This difference represents a debt discount that is amortized to interest expense over the terms of the notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. In accounting for the issuance costs related to the notes, the Company |
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. The Company determines 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 advertisers, 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, which are billed monthly. Duration-based campaigns are generally billed prior to campaign launch. 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 platforms 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. During the first quarter of 2021, the Company introduced a new offering, Duration-Based National Promotions Solution, for its National Promotion business. This offering provides advertisers access to the Company’s proprietary platforms for a specific period of time (the campaign period) in exchange for a fixed fee. The Company provides a single service of making the advertiser’s promotions available for use on its network each day during the campaign period, which generally is between seven and twenty-eight days. The performance obligation is satisfied over time, therefore the Company recognizes revenue ratably over the campaign period. The Company’s media programs enable advertisers 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. 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 typically reports 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 coupons and media, or a combination of these. In other cases (e.g., sponsored search and DOOH offerings), the Company reports 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 real-time digital advertising inventory, 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 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. The Company's revenue recognized on a net basis was not significant during 2021, 2020, or 2019. Additionally, during the fourth quarter of 2021, the Company introduced retailer-specific promotion or media campaigns (also known as shopper campaigns). The Company has determined that it is an agent in these arrangements as the retailer is the customer, the retailer controls the delivery of shopper promotion and media programs on its website and sets the pricing. The Company’s obligation in these arrangements is to provide use of its platforms to the retailers. The retailer determines how shopper promotions and media programs are executed through the Company’s platforms. Under these arrangements, the Company reports revenue on a net basis. 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, delivery of media impressions, or campaign duration, 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 year ended December 31, 2021 is primarily driven by cash payments received or due in advance of satisfying our performance obligations of $53.2 million, partially offset by $38.4 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. 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 included in sales and marketing expenses within the consolidated statements of operations. |
Cost of Revenues | Cost of RevenuesCost of revenues consist primarily of distribution fees, personnel costs, depreciation related to data center equipment, and amortization expense related to capitalized internal use software, acquisition related intangible assets and purchased intangible assets, data center costs, third-party service fees including traffic acquisition costs and purchase of third-party data. Distribution fees consist of payments to partners within the Company’s network for their digital coupon publishing services. Personnel costs include salaries, bonuses, stock-based awards and employee benefits, and are primarily attributable to individuals maintaining the Company’s data centers and operations, which initiate, sets up and deliver digital coupon media campaigns. |
Research and Development Expense | Research and Development Expense The Company expenses the cost of research and development as incurred. Research and development expense consists primarily of personnel and related headcount costs and costs of professional services associated with the ongoing development of the Company’s technology. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation for all stock-based awards made to employees and directors, including stock options, restricted stock units, performance-based restricted stock units, and employee stock purchase plan using the fair value method. This method requires the Company to measure the stock-based compensation based on the grant-date fair value of the awards and recognize the compensation expense over the requisite service period. The fair values of stock options and shares pursuant to the Employee Stock Purchase Plan (“ESPP”) are estimated at the date of grant using the Black-Scholes-Merton option pricing model, which includes assumptions for the dividend yield, expected volatility, risk-free interest rate, and expected life. The fair values of restricted stock and restricted stock units are determined based upon the fair value of the underlying common stock at the date of grant. The Company performs an analysis quarterly to determine if the stock options or restricted stock awards granted are spring-loaded and therefore require an adjustment to the fair values. The Company expenses stock-based compensation using the straight-line method over the vesting term of all awards except for performance-based restricted stock units, which are expensed using the accelerated attribution method. |
Advertising Expense | Advertising Expense Advertising costs are expensed when incurred and are included in sales and marketing expense on the accompanying consolidated statements of operations. The Company incurred $1.8 million, $2.0 million and $1.6 million of advertising costs during the years ended December 31, 2021, 2020 and 2019, respectively. Advertising costs consist primarily of online marketing costs, such as advertising on social networking sites, e-mail marketing campaigns, loyalty programs, and affiliate programs. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with authoritative guidance, which requires the use of the liability method. Under this method, deferred income tax assets and liabilities are determined based upon the difference between the consolidated financial statement carrying amounts and the tax basis of assets and liabilities and are measured using the enacted tax rate expected to apply to taxable income in the years in which the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that the deferred tax assets will not be realized. The Company recognizes liabilities for uncertain tax positions based upon a two-step process. To the extent a tax position does not meet a more-likely-than-not level of certainty, no benefit is |
Foreign Currency | Foreign Currency Foreign currency denominated assets and liabilities of foreign subsidiaries, where the local currency is the functional currency, are translated into U.S. Dollars using the exchange rates in effect at the balance sheet dates, and income and expenses are translated using average exchange rates during the period. The resulting foreign currency translation adjustments are recorded in accumulated other comprehensive loss, a component of stockholders’ equity. Gains and losses from foreign currency transactions are included in other income (expense), net in the accompanying consolidated statements of operations. Foreign currency transaction gains (losses) were immaterial for all the periods presented in the accompanying consolidated financial statements. |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss) Other comprehensive income (loss) consists of foreign currency translation adjustments. |
Net Income (Loss) per Share | Net Income (Loss) per Share The Company’s basic net income (loss) per share attributable to common stockholders is computed by dividing the net income (loss) by the weighted-average number of shares of common stock outstanding during the period. The diluted net income (loss) per share is computed by giving effect to all potentially dilutive common share equivalents outstanding during the period. The dilutive effect of dilutive common share equivalents is reflected in diluted net income (loss) per share by application of the treasury stock method. Since the Company intends to settle the principal amount of its outstanding convertible senior notes in cash, the Company uses the treasury stock method for calculating any potential dilutive effect of the conversion spread on diluted net income per share, if applicable. The effects of options to purchase common stock, RSUs, certain shares held in escrow, and convertible senior notes are excluded from the computation of diluted net loss per share attributable to common stockholders because their effect is antidilutive. |
Segments | Segments The Company’s chief operating decision maker (“CODM”), who is the Chief Executive Officer, reviews the Company’s financial information presented on a consolidated basis for purposes of allocating resources and evaluating its financial performance. There are no segment managers who are held accountable by the CODM, or anyone else, for operations, operating results, and planning for levels or components below the consolidated unit level. Accordingly, the Company has determined that it operates in one single reporting segment. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, short-term investments and accounts receivable. For cash, cash equivalents and short-term investments, the Company is exposed to credit risk in the event of default by the financial institutions to the extent of the amounts recorded on the accompanying consolidated balance sheets. Credit risk with respect to accounts receivable is dispersed due to the large number of customers. The Company does not require collateral for accounts receivable. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Accounting Pronouncements Recently Adopted In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) . ASU 2019-12 removes certain exceptions for performing intraperiod tax allocations, recognizing deferred taxes for investments, and calculating income taxes in interim periods. The guidance also simplifies the accounting for franchise taxes, transactions that result in a step-up in the tax basis of goodwill, and the effect of enacted changes in tax laws or rates in interim periods. The Company adopted ASU 2019-12 in the first quarter of 2021 and the adoption had no material impact to the Company’s consolidated financial statements. 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. The Company is currently evaluating the impact of adopting this new accounting guidance on the consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 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). The majority of the Company’s revenue is generated from sales within the United States. Year Ended December 31, 2021 2020 2019 Promotion $ 252,831 $ 237,385 $ 246,479 Media 268,663 208,502 189,681 Total Revenue $ 521,494 $ 445,887 $ 436,160 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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): December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 105,004 — — $ 105,004 Total $ 105,004 $ — $ — $ 105,004 Liabilities: Contingent consideration related to acquisitions — — 22,275 22,275 Total $ — $ — $ 22,275 $ 22,275 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): Ubimo Elevaate Ahalogy Level 3 Level 3 Level 3 Total Balance as of December 31, 2018 — 6,121 22,842 28,963 Addition related to acquisition 5,686 — — 5,686 Change in fair value during the period — (2,587) 4,158 1,571 Balance as of December 31, 2019 5,686 3,534 27,000 36,220 Change in fair value during the period 15,244 4,990 — 20,234 Payments made during the period — — (27,000) (27,000) Balance as of December 31, 2020 20,930 8,524 — 29,454 Change in fair value during the period 1,345 47 — 1,392 Payments made during the period — (8,571) — (8,571) Balance as of December 31, 2021 $ 22,275 $ — $ — $ 22,275 |
Allowance for Credit Losses (Ta
Allowance for Credit Losses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Summary of Activity in Allowance for Credit Losses | The summary of activities in the allowance for credit losses is as follows (in thousands): Year Ended December 31, 2021 2020 2019 Balance at beginning of period $ 2,070 $ 2,021 $ 1,200 Additions related to acquisitions — — 377 Provision for expected credit losses 568 888 1,227 Write-offs charged against the allowance (138) (839) (783) Balance at end of period $ 2,500 $ 2,070 $ 2,021 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Property and Equipment, Net | Property and equipment consist of the following (in thousands): December 31, 2021 2020 Software $ 51,093 $ 47,357 Computer equipment 23,696 23,912 Leasehold improvements 8,362 6,197 Furniture and fixtures 2,552 2,533 Total 85,703 79,999 Accumulated depreciation and amortization (68,052) (65,959) Projects in process 5,009 3,228 Property and equipment, net $ 22,660 $ 17,268 |
Accrued Compensation and Benefits | Accrued compensation and benefits consist of the following (in thousands): December 31, 2021 2020 Bonus $ 9,045 $ 3,150 Commissions 5,838 7,247 Payroll and related expenses 4,253 3,116 Vacation 1,087 855 Accrued compensation and benefits $ 20,223 $ 14,368 |
Other Current Liabilities | Other current liabilities consist of the following (in thousands): December 31, 2021 2020 Distribution fees 46,313 36,245 Traffic acquisition cost 12,033 9,756 Deferred cost related to a retailer agreement 8,000 — Operating lease liabilities 4,935 3,650 Prefunded liability 4,782 3,067 Rebate liability 2,444 2,696 Marketing expenses 636 2,251 Liability related to purchased intangible asset — 1,250 Interest payable 292 282 Other 15,844 11,423 Other current liabilities $ 95,279 $ 70,620 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Consideration Paid for Each Acquisition and Related Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the consideration paid for each acquisition and the related fair values of the assets acquired and liabilities assumed (in thousands): Purchase Net Identifiable Goodwill Goodwill Acquisition 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 table 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 $ 10,750 $ 3,781 $ 2,577 $ 11,580 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Gross Carrying Amount and Accumulated Amortization for Intangible Assets | The following table summarizes the gross carrying amount and accumulated amortization for the intangible assets (in thousands): December 31, 2021 Gross Accumulated Net Weighted Media service rights $ 35,582 $ (32,282) $ 3,300 0.7 Developed technologies 27,170 (22,235) 4,935 1.7 Promotion service rights 24,426 (23,419) 1,007 0.6 Customer relationships 22,690 (19,311) 3,379 2.4 Data access rights 10,206 (10,206) — 0.0 Domain names 5,948 (5,596) 352 0.0 Trade names 2,823 (2,823) — 0.0 Vendor relationships 2,510 (2,510) — 0.0 Patents 975 (945) 30 0.8 Registered users 420 (420) — 0.0 $ 132,750 $ (119,747) $ 13,003 1.5 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 December 31, 2021 is as follows (in thousands): Total 2022 $ 8,508 2023 3,583 2024 559 2025 — 2026 — Thereafter — Total estimated amortization expense $ 12,650 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 12 Months Ended |
Dec. 31, 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 consolidated balance sheets was as follows (in thousands): December 31, 2021 December 31, 2020 Principal $ 200,000 $ 200,000 Unamortized debt discount (10,358) (21,046) Unamortized debt issuance costs (856) (1,786) Net carrying amount of the liability component $ 188,786 $ 177,168 |
Schedule of Interest Expense | The following table sets forth the interest expense related to the notes recognized in interest expense on the consolidated statements of operations (in thousands): Year Ended December 31, 2021 2020 2019 Contractual interest expense $ 3,500 $ 3,500 $ 3,500 Amortization of debt discount 10,689 10,086 9,518 Amortization of debt issuance costs 929 925 921 Total interest expense related to the Notes $ 15,118 $ 14,511 $ 13,939 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 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 Black-Scholes model on the date of grant for the periods presented using the following assumptions: Year Ended December 31, 2021 2020 2019 Expected life (in years) — 6.02 6.02 - 6.08 Risk-free interest rate — % 0.96% 1.42% - 2.66% Volatility — % 50 % 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 are as follows: Options Outstanding RSUs Outstanding Shares Number of Shares Weighted Weighted Aggregate Number of Weighted Balance as of December 31, 2018 6,497,353 6,622,006 $ 12.12 5.96 $ 9,987 4,904,161 12.48 Increase in shares authorized 3,799,808 — — — — — — Options granted (2,799,855) 2,799,855 $ 8.74 — — — — Options exercised — (433,762) $ 5.39 — $ 2,406 — — Options canceled or expired 387,658 (387,658) $ 11.37 — — — — RSUs granted (4,015,504) — — — — 4,015,504 9.49 RSUs released — — — — — (2,735,184) 11.79 RSUs canceled or expired 1,161,806 — — — — (1,161,806) 11.67 RSUs vested and withheld for taxes 1,004,914 — — — — — — Balance as of December 31, 2019 6,036,180 8,600,441 $ 11.40 5.16 $ 8,811 5,022,675 10.66 Increase in shares authorized 3,574,847 — — — — — — Options granted (1,150,178) 1,150,178 $ 8.95 — — — — Options exercised — (331,007) $ 8.20 — $ 463 — — Options canceled or expired 1,259,391 (1,259,391) $ 11.22 — — — — RSUs granted (3,340,532) — — — — 3,340,532 8.33 RSUs released — — — — — (2,410,803) 10.41 RSUs canceled or expired 1,243,550 — — — — (1,243,550) 10.83 RSUs vested and withheld for taxes 843,885 — — — — — — Balance as of December 31, 2020 8,467,143 8,160,221 $ 11.21 5.03 $ 7,100 4,708,854 9.09 Increase in shares authorized 3,669,732 — — — — — — Options granted — — $ — — — — — Options exercised — (1,245,453) $ 10.60 — $ 3,777 — — Options canceled or expired 16,775 (16,775) $ 10.53 — — — — RSUs granted (3,970,802) — — — — 3,970,802 11.98 RSUs released — — — — — (1,939,752) 9.85 RSUs canceled or expired 1,358,865 — — — — (1,358,865) 9.75 RSUs vested and withheld for taxes 626,348 — — — — — — Balance as of December 31, 2021 10,168,061 6,897,993 $ 11.32 4.89 $ 1,596 5,381,039 10.78 Vested and exercisable as of December 31, 2021 5,537,204 $ 12.02 4.17 $ 1,557 |
Summary of Options Outstanding and Exercisable | Additional information for options outstanding and exercisable as of December 31, 2021 is as follows: Options Outstanding Options Exercisable Exercise Prices Number of Weighted Average Remaining Contractual Term (Years) Weighted Number of Weighted $3.70 - $7.34 1,667,201 5.45 $ 6.46 1,174,051 $ 6.09 $8.51 - $8.66 1,585,678 4.10 8.60 1,415,704 8.59 $8.95 - $10.65 1,399,605 7.83 9.26 721,628 9.38 $11.60 - $16.25 1,445,509 3.93 14.34 1,425,821 14.36 $25.00 800,000 1.87 $ 25.00 800,000 $ 25.00 6,897,993 5,537,204 |
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: Year Ended December 31, 2021 2020 2019 Expected life (in years) 0.5 0.5 0.5 Risk-free interest rate 0.03% - 0.12% 0.12% - 1.59% 1.59% - 2.50% Volatility 60% - 75% 55% - 60% 35% - 55% 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 consolidated statements of operations (in thousands): Year Ended December 31, 2021 2020 2019 Cost of revenues $ 1,905 $ 1,743 $ 2,193 Sales and marketing 5,012 5,311 6,812 Research and development 3,876 3,831 4,804 General and administrative 12,019 17,486 18,328 Total stock-based compensation expense $ 22,812 $ 28,371 $ 32,137 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Components of Loss Before Provision for Income Taxes | The components of the Company’s loss before provision for income taxes were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Domestic $ 45,991 $ 44,237 $ 39,102 Foreign (4,054) 20,425 (2,705) Total $ 41,937 $ 64,662 $ 36,397 |
Components of Provision for (Benefit from) Income Taxes | The components of the provision for income taxes are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Current: Federal $ 436 $ 133 $ (14) State 45 34 219 Foreign 3,012 642 342 Total current income tax expense 3,493 809 547 Deferred: Federal 93 93 93 State 114 10 39 Foreign (69) (193) (19) Total deferred income tax expense (benefit) 138 (90) 113 Total $ 3,631 $ 719 $ 660 |
Reconciliation of Statutory Income Tax Rate | A reconciliation of the federal statutory income tax rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2021 2020 2019 Federal tax (21.00) % (21.00) % (21.00) % State income tax, net of federal tax benefit 0.38 % 0.07 % 0.70 % Tax credits (1.09) % (0.78) % (2.20) % Stock-based compensation 2.00 % 4.31 % 2.42 % Foreign income taxes at other than U.S. rates 9.65 % (2.15) % (0.92) % Acquisition related costs — % 0.02 % 0.43 % Contingent consideration related to acquisitions — % — % 2.35 % 162(m) 2.35 % 1.39 % 3.73 % GILTI Inclusion 1.42 % — % 1.05 % Other 0.12 % 0.44 % 1.26 % Valuation allowance, net 14.82 % 18.81 % 13.96 % Effective tax rate 8.65 % 1.11 % 1.78 % |
Components of Deferred Tax Assets and Liabilities | The components of the Company’s deferred tax assets and liabilities are as follows (in thousands): Year Ended December 31, 2021 2020 Deferred tax assets: Credits and net operating loss carryforward $ 114,758 $ 116,119 Accrued compensation 644 280 Deferred revenues 603 271 Stock-based compensation 4,571 5,638 Property and equipment 538 746 Purchased intangible assets 9,211 4,411 Operating lease 7,770 4,536 Other deferred tax assets 2,124 1,682 Total deferred tax assets 140,219 133,683 Valuation allowance (130,823) (121,927) Deferred tax liabilities: Basis difference on purchased intangible assets 1,044 2,969 Operating lease 5,670 3,683 Other deferred tax liabilities 2,667 5,157 Tax deductible goodwill 2,006 1,800 Total deferred tax liabilities 11,387 13,609 Net deferred tax liabilities $ (1,991) $ (1,853) |
Unrecognized Tax Benefits and Effect on Effective Income Tax Rate | A reconciliation of the gross unrecognized tax benefit is as follows (in thousands): Year Ended December 31, 2021 2020 2019 Unrecognized tax benefit - beginning balance $ 9,260 $ 8,840 $ 8,217 Increases for tax positions taken in prior years 317 — — Increases for tax positions taken in current year 374 420 623 Unrecognized tax benefit - ending balance $ 9,951 $ 9,260 $ 8,840 |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2021 2020 2019 Net loss $ (45,568) $ (65,381) $ (37,057) Weighted-average number of shares used to 93,686 90,412 91,163 Net loss per share, basic and diluted $ (0.49) $ (0.72) $ (0.41) |
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): Year Ended December 31, 2021 2020 2019 Stock options and ESPP 6,956 8,229 8,642 Restricted stock units 5,381 4,709 5,023 Shares related to convertible senior notes 11,521 11,521 11,521 23,858 24,459 25,186 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2021 2020 Cash paid for operating lease liabilities $ 4,808 $ 3,940 Right-of-use assets obtained in exchange for lease obligations 12,021 12,297 |
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): December 31, 2021 December 31, 2020 Operating right-of-use assets reported as: Operating lease right-of-use assets $ 23,874 $ 16,222 Operating lease liabilities reported as: Other current liabilities $ 4,935 $ 3,650 Other non-current liabilities 26,903 15,956 Total operating lease liabilities $ 31,838 $ 19,606 Weighted average remaining lease term (in years) 6.2 7.2 Weighted average discount rate 5.0 % 5.8 % |
Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities were as follows (in thousands): Operating Leases 2022 $ 6,407 2023 6,899 2024 6,239 2025 4,774 2026 3,344 2027 and thereafter 9,836 Total lease payments $ 37,499 Less: Imputed Interest (5,661) Total $ 31,838 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Nov. 30, 2017USD ($) | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Estimated useful life of assets | 3 years | |||
Number of reporting segment | segment | 1 | |||
Deferred revenue due to performance obligations | $ 53.2 | |||
Deferred revenue, revenue recognized | 38.4 | |||
Advertising Cost | $ 1.8 | $ 2 | $ 1.6 | |
1.75% Convertible Senior Notes Due 2022 | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Debt instrument aggregate principal amount | $ 200 | |||
Debt instrument fixed interest rate per annum | 1.75% | |||
Computer Equipment and Software | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Estimated useful life of assets | 3 years | |||
All Other Asset | ||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||||
Estimated useful life of assets | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Revenues Disaggregated by Type of Services (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Total Revenue | $ 521,494 | $ 445,887 | $ 436,160 |
Promotion | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenue | 252,831 | 237,385 | 246,479 |
Media | |||
Disaggregation of Revenue [Line Items] | |||
Total Revenue | $ 268,663 | $ 208,502 | $ 189,681 |
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 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Total assets fair value | $ 105,004 | $ 104,964 |
Liabilities: | ||
Contingent consideration related to acquisitions | 22,275 | 29,454 |
Total liabilities fair value | 22,275 | 29,454 |
Money market funds | ||
Assets: | ||
Cash equivalents fair value | 105,004 | 104,964 |
Level 1 | ||
Assets: | ||
Total assets fair value | 105,004 | 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 | 105,004 | 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 | 22,275 | 29,454 |
Total liabilities fair value | 22,275 | 29,454 |
Level 3 | Money market funds | ||
Assets: | ||
Cash equivalents fair value | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Jun. 01, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2021 | Oct. 26, 2018 | Nov. 30, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Charge (benefit) related to changes in fair value of contingent consideration | $ 1,400,000 | $ 20,200,000 | $ 1,600,000 | |||||
Contingent consideration, fair value | $ 0 | $ 20,930,000 | $ 0 | $ 0 | ||||
1.75% Convertible Senior Notes Due 2022 | ||||||||
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 | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Debt instrument fixed interest rate per annum | 1.75% | 1.75% | 1.75% | 1.75% | ||||
Fair value of convertible senior notes | $ 193,800,000 | $ 196,500,000 | $ 193,800,000 | $ 193,800,000 | ||||
Elevaate | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Contingent consideration paid out | 8,600,000 | |||||||
Contingent consideration paid out, financing activity | 6,100,000 | 6,100,000 | 6,100,000 | |||||
Contingent consideration paid out, operating activity | $ 2,500,000 | |||||||
Contingent consideration, fair value | $ 6,100,000 | |||||||
Ahalogy | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Contingent consideration paid out | $ 14,600,000 | $ 30,000,000 | 27,000,000 | $ 12,400,000 | ||||
Contingent consideration, fair value | $ 14,600,000 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Contingent Consideration (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance at the beginning of period | $ 29,454 | $ 36,220 | $ 28,963 |
Addition related to acquisition (initial measurement) | 5,686 | ||
Change in fair value during the period | 1,392 | 20,234 | 1,571 |
Payments made during the period | (8,571) | (27,000) | |
Balance at the end of period | 22,275 | 29,454 | 36,220 |
Level 3 | Ubimo | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance at the beginning of period | 20,930 | 5,686 | 0 |
Addition related to acquisition (initial measurement) | 5,686 | ||
Change in fair value during the period | 1,345 | 15,244 | 0 |
Payments made during the period | 0 | 0 | |
Balance at the end of period | 22,275 | 20,930 | 5,686 |
Level 3 | Elevaate | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance at the beginning of period | 8,524 | 3,534 | 6,121 |
Addition related to acquisition (initial measurement) | 0 | ||
Change in fair value during the period | 47 | 4,990 | (2,587) |
Payments made during the period | (8,571) | 0 | |
Balance at the end of period | 0 | 8,524 | 3,534 |
Level 3 | Ahalogy | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Balance at the beginning of period | 0 | 27,000 | 22,842 |
Addition related to acquisition (initial measurement) | 0 | ||
Change in fair value during the period | 0 | 0 | 4,158 |
Payments made during the period | 0 | (27,000) | |
Balance at the end of period | $ 0 | $ 0 | $ 27,000 |
Allowance for Credit Losses - S
Allowance for Credit Losses - Summary of Activity in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Receivables [Abstract] | |||
Balance at beginning of period | $ 2,070 | $ 2,021 | $ 1,200 |
Additions related to acquisitions | 0 | 0 | 377 |
Provision for expected credit losses | 568 | 888 | 1,227 |
Write-offs charged against the allowance | (138) | (839) | (783) |
Balance at end of period | $ 2,500 | $ 2,070 | $ 2,021 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 85,703 | $ 79,999 |
Accumulated depreciation and amortization | (68,052) | (65,959) |
Projects in process | 5,009 | 3,228 |
Property and equipment, net | 22,660 | 17,268 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 51,093 | 47,357 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 23,696 | 23,912 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 8,362 | 6,197 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,552 | $ 2,533 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 7.7 | $ 7.2 | $ 7.5 |
Capitalized costs | 12 | 7.5 | 5.8 |
Amortization expense | 4.1 | 3.4 | $ 2.5 |
Unamortized costs | $ 11.6 | $ 8.6 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Compensation and Benefits (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Bonus | $ 9,045 | $ 3,150 |
Commissions | 5,838 | 7,247 |
Payroll and related expenses | 4,253 | 3,116 |
Vacation | 1,087 | 855 |
Accrued compensation and benefits | $ 20,223 | $ 14,368 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Distribution fees | $ 46,313 | $ 36,245 |
Traffic acquisition cost | 12,033 | 9,756 |
Deferred cost related to a retailer agreement | 8,000 | 0 |
Operating lease liabilities | 4,935 | 3,650 |
Prefunded liability | 4,782 | 3,067 |
Rebate liability | 2,444 | 2,696 |
Marketing expenses | 636 | 2,251 |
Liability related to purchased intangible asset | 0 | 1,250 |
Interest payable | 292 | 282 |
Other | 15,844 | 11,423 |
Other current liabilities | $ 95,279 | $ 70,620 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) | Nov. 19, 2019 | Oct. 26, 2018 | Aug. 27, 2018 | Jun. 01, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||||||
Contingent consideration, fair value | $ 0 | $ 20,930,000 | $ 0 | |||||
Contingent consideration liability | 22,275,000 | 8,524,000 | 22,275,000 | |||||
Contingent consideration paid out, financing outflow | 6,121,000 | 14,582,000 | $ 0 | |||||
Contingent consideration paid out, operating outflow | 2,901,000 | 15,418,000 | $ 0 | |||||
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 | 8,600,000 | |||||||
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 | |||||||
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 | |||||||
Contingent consideration liability | 27,000,000 | 0 | 0 | |||||
Other current liabilities related to acquisition | 3,000,000 | |||||||
Contingent consideration paid out | $ 14,600,000 | 30,000,000 | $ 27,000,000 | $ 12,400,000 | ||||
Contingent consideration paid out, financing outflow | 14,600,000 | |||||||
Contingent consideration paid out, operating outflow | $ 15,400,000 |
Acquisitions - Summary of Consi
Acquisitions - Summary of Consideration Paid for Each Acquisition and 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 | Dec. 31, 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 | Dec. 31, 2021 |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Identifiable intangible assets | $ 28,688 | ||||
Estimated Useful Life (in Years) | 3 years | ||||
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 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill And Intangible Assets [Line Items] | |||||
Goodwill | $ 128,427,000 | $ 128,427,000 | |||
Impairment of goodwill | 0 | 0 | $ 0 | ||
Impairment of intangible assets | 9,086,000 | 0 | 0 | ||
Amortization expense of intangible assets | 21,800,000 | 29,100,000 | $ 24,000,000 | ||
Franchise, Media Service, And Database Rights | |||||
Goodwill And Intangible Assets [Line Items] | |||||
Impairment of intangible assets | $ 6,500,000 | $ 2,600,000 | |||
Domain names | |||||
Goodwill And Intangible Assets [Line Items] | |||||
Indefinite lived intangible, gross value | $ 400,000 | $ 400,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Gross Carrying Amount and Accumulated Amortization for Intangible Assets Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 132,750 | $ 142,837 |
Accumulated Amortization | (119,747) | (97,939) |
Net | $ 13,003 | $ 44,898 |
Weighted Average Amortization Period (Years) | 1 year 6 months | 2 years |
Media service rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 35,582 | $ 35,934 |
Accumulated Amortization | (32,282) | (25,688) |
Net | $ 3,300 | $ 10,246 |
Weighted Average Amortization Period (Years) | 8 months 12 days | 1 year 4 months 24 days |
Developed technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 27,170 | $ 27,170 |
Accumulated Amortization | (22,235) | (18,511) |
Net | $ 4,935 | $ 8,659 |
Weighted Average Amortization Period (Years) | 1 year 8 months 12 days | 2 years 6 months |
Promotion service rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 24,426 | $ 33,566 |
Accumulated Amortization | (23,419) | (17,234) |
Net | $ 1,007 | $ 16,332 |
Weighted Average Amortization Period (Years) | 7 months 6 days | 1 year 10 months 24 days |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 22,690 | $ 22,690 |
Accumulated Amortization | (19,311) | (16,105) |
Net | $ 3,379 | $ 6,585 |
Weighted Average Amortization Period (Years) | 2 years 4 months 24 days | 2 years 8 months 12 days |
Data access rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 10,206 | $ 10,801 |
Accumulated Amortization | (10,206) | (8,420) |
Net | $ 0 | $ 2,381 |
Weighted Average Amortization Period (Years) | 0 years | 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 | (2,823) | (2,546) |
Net | $ 0 | $ 277 |
Weighted Average Amortization Period (Years) | 0 years | 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 | (945) | (909) |
Net | $ 30 | $ 66 |
Weighted Average Amortization Period (Years) | 9 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 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Estimated Amortization of Intangible Assets (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 8,508 |
2023 | 3,583 |
2024 | 559 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
Total estimated amortization expense | $ 12,650 |
Restructuring Charges - Additio
Restructuring Charges - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |||
Restructuring expense | $ 2.7 | $ 1.5 | $ 4.3 |
Debt Obligations - Additional I
Debt Obligations - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |||
Nov. 30, 2017USD ($)d$ / shares | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Nov. 17, 2021USD ($) | |
Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Current borrowing capacity | $ 100,000,000 | ||||
Letter of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Current borrowing capacity | $ 10,000,000 | ||||
Interest rate on outstanding loans | 2.00% | ||||
1.75% Convertible Senior Notes Due 2022 | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument aggregate principal amount | $ 200,000,000 | ||||
Debt instrument fixed interest rate per annum | 1.75% | ||||
1.75% Convertible Senior Notes Due 2022 | Senior Notes | |||||
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, redemption percentage | 100.00% | ||||
Convertible notes, sinking fund | $ 0 | ||||
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 | $ 929,000 | $ 925,000 | $ 921,000 | |
Adjustments to additional paid in capital, equity component of debt issuance costs | $ 1,600,000 | 1,600,000 | 1,600,000 | ||
1.75% Convertible Senior Notes Due 2022 | Additional Paid-In Capital | Senior Notes | |||||
Line of Credit Facility [Line Items] | |||||
Carrying amount of the equity component | $ 49,100,000 | $ 49,100,000 | |||
1.75% Convertible Senior Notes Due 2022 | 98% Applicable Conversion Price | Senior Notes | |||||
Line of Credit Facility [Line Items] | |||||
Convertible notes, consecutive trading days | d | 5 | ||||
Convertible notes, threshold consecutive trading days | d | 5 | ||||
1.75% Convertible Senior Notes Due 2022 | 130% Applicable Conversion Price | Senior Notes | |||||
Line of Credit Facility [Line Items] | |||||
Convertible notes, consecutive trading days | d | 20 | ||||
Convertible notes, threshold consecutive trading days | d | 30 | ||||
Convertible notes, trading days preceding notice of redemption | d | 3 | ||||
Convertible notes, redemption percentage | 100.00% | ||||
1.75% Convertible Senior Notes Due 2022 | Minimum | 130% Applicable Conversion Price | Senior Notes | |||||
Line of Credit Facility [Line Items] | |||||
Convertible notes, consecutive trading days | d | 20 | ||||
1.75% Convertible Senior Notes Due 2022 | Maximum | Senior Notes | |||||
Line of Credit Facility [Line Items] | |||||
Convertible notes, percentage of last reported sale price of common stock | 98.00% | ||||
1.75% Convertible Senior Notes Due 2022 | Maximum | 130% Applicable Conversion Price | Senior Notes | |||||
Line of Credit Facility [Line Items] | |||||
Convertible notes, threshold consecutive trading days | d | 30 |
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 | Dec. 31, 2021 | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | ||
Principal | $ 200,000 | $ 200,000 |
Unamortized debt discount | (10,358) | (21,046) |
Unamortized debt issuance costs | (856) | (1,786) |
Net carrying amount of the liability component | $ 188,786 | $ 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 | 12 Months Ended | ||
Nov. 30, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Line of Credit Facility [Line Items] | ||||
Contractual interest expense | $ 3,500 | $ 3,500 | $ 3,500 | |
Amortization of debt discount | 10,689 | 10,086 | 9,518 | |
Amortization of debt issuance costs | $ 4,600 | 929 | 925 | 921 |
Total interest expense related to the Notes | $ 15,118 | $ 14,511 | $ 13,939 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 01, 2021 | Mar. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average grant date fair value (in USD per share) | $ 0 | $ 4.26 | $ 4.33 | ||
Restricted stock units granted (in shares) | 3,970,802 | 3,340,532 | 4,015,504 | ||
Issuance of common stock, stock purchase plan (in shares) | 2,401,697 | ||||
Shares available for issuance (in shares) | 1,598,303 | ||||
Stock-based compensation | $ 22,812 | $ 28,371 | $ 32,137 | ||
Property and Equipment | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation | $ 400 | $ 400 | $ 500 | ||
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 | ||||
Percentage of outstanding stock | 4.00% | ||||
Options expiration period | 10 years | ||||
2013 Equity Incentive Plan | Minimum | |||||
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) | 170,000 | 938,831 | |||
RSUs and PSUs granted (in USD per share) | $ 10 | $ 13.28 | |||
Vesting period | 3 years | ||||
Restricted stock units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted stock units granted (in shares) | 3,970,802 | 3,340,532 | 4,015,504 | ||
RSUs and PSUs granted (in USD per share) | $ 11.98 | $ 8.33 | $ 9.49 | ||
Fair value of options vested, total | $ 5,100 | $ 7,500 | $ 6,300 | ||
Unrecognized stock based compensation | $ 41,000 | ||||
Unrecognized stock based compensation, amortized weighted average period | 2 years 9 months 25 days | ||||
Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved for future issuance (in shares) | 1,200,000 | ||||
Percentage of outstanding stock | 0.50% | ||||
Annual increases in number of shares available for issuance (in shares) | 400,000 | ||||
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 Based Compensation Expense | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized stock based compensation | $ 46,700 | ||||
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized stock based compensation | $ 5,700 | ||||
Unrecognized stock based compensation, amortized weighted average period | 1 year 8 months 23 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) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
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% | 96.00% | |
Volatility | 0.00% | 50.00% | 50.00% |
Dividend yield | 0.00% | 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 |
Dividend yield | 0.00% | 0.00% | 0.00% |
Minimum | 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 | 1.42% | ||
Minimum | Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 0.0003% | 0.00001% | 0.0159% |
Volatility | 60.00% | 55.00% | 35.00% |
Maximum | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life (in years) | 6 years 29 days | ||
Risk-free interest rate | 2.66% | ||
Maximum | Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 0.0012% | 0.0159% | 0.00025% |
Volatility | 75.00% | 60.00% | 55.00% |
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 | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Shares Available for Grant | ||||
Beginning balance (in shares) | 8,467,143 | 6,036,180 | 6,497,353 | |
Increase in shares authorized (in shares) | 3,669,732 | 3,574,847 | 3,799,808 | |
Options granted (in shares) | 0 | (1,150,178) | (2,799,855) | |
Options canceled or expired (in shares) | 16,775 | 1,259,391 | 387,658 | |
RSUs and PSUs granted (in shares) | (3,970,802) | (3,340,532) | (4,015,504) | |
RSUs canceled or expired (in shares) | 1,358,865 | 1,243,550 | 1,161,806 | |
RSUs vested and withheld for taxes (in shares) | 626,348 | 843,885 | 1,004,914 | |
Ending balance (in shares) | 10,168,061 | 8,467,143 | 6,036,180 | 6,497,353 |
Options Outstanding, Number of Shares | ||||
Beginning balance (in shares) | 8,160,221 | 8,600,441 | 6,622,006 | |
Options granted (in shares) | 0 | (1,150,178) | (2,799,855) | |
Options exercised (in shares) | (1,245,453) | (331,007) | (433,762) | |
Options canceled or expired (in shares) | (16,775) | (1,259,391) | (387,658) | |
Ending balance (in shares) | 6,897,993 | 8,160,221 | 8,600,441 | 6,622,006 |
Vested and exercisable at the end of period (in shares) | 5,537,204 | |||
Options Outstanding, Weighted Average Exercise Price | ||||
Beginning balance (in USD per share) | $ 11.21 | $ 11.40 | $ 12.12 | |
Options granted (in USD per share) | 0 | 8.95 | 8.74 | |
Options exercised (in USD per share) | 10.60 | 8.20 | 5.39 | |
Options canceled or expired (in USD per share) | 10.53 | 11.22 | 11.37 | |
Ending balance (in USD per share) | 11.32 | $ 11.21 | $ 11.40 | $ 12.12 |
Vested and exercisable at the end of period (in USD per share) | $ 12.02 | |||
Weighted Average Remaining Contractual Term (Years) / Aggregate Intrinsic Value | ||||
Weighted Average Remaining Contractual Term (Years) | 4 years 10 months 20 days | 5 years 10 days | 5 years 1 month 28 days | 5 years 11 months 15 days |
Vested and exercisable at the end of period | 4 years 2 months 1 day | |||
Aggregate Intrinsic Value | $ 1,596 | $ 7,100 | $ 8,811 | $ 9,987 |
Aggregate Intrinsic Value, Options exercised | 3,777 | $ 463 | $ 2,406 | |
Aggregate Intrinsic Value, Vested and exercisable at the end of period | $ 1,557 | |||
Restricted Stock Units, Number of Shares | ||||
RSUs and PSUs granted (in shares) | 3,970,802 | 3,340,532 | 4,015,504 | |
RSUs canceled or expired (in shares) | (1,358,865) | (1,243,550) | (1,161,806) | |
RSUs Outstanding | ||||
Shares Available for Grant | ||||
RSUs and PSUs granted (in shares) | (3,970,802) | (3,340,532) | (4,015,504) | |
RSUs canceled or expired (in shares) | 1,358,865 | 1,243,550 | 1,161,806 | |
Restricted Stock Units, Number of Shares | ||||
Beginning balance (in shares) | 4,708,854 | 5,022,675 | 4,904,161 | |
RSUs and PSUs granted (in shares) | 3,970,802 | 3,340,532 | 4,015,504 | |
RSUs released (in shares) | (1,939,752) | (2,410,803) | (2,735,184) | |
RSUs canceled or expired (in shares) | (1,358,865) | (1,243,550) | (1,161,806) | |
Ending balance (in shares) | 5,381,039 | 4,708,854 | 5,022,675 | 4,904,161 |
Restricted Stock Units, Weighted Average Grant Date Fair Value | ||||
Beginning balance (in USD per share) | $ 9.09 | $ 10.66 | $ 12.48 | |
RSUs and PSUs granted (in USD per share) | 11.98 | 8.33 | 9.49 | |
RSUs released (in USD per share) | 9.85 | 10.41 | 11.79 | |
RSUs canceled or expired (in USD per share) | 9.75 | 10.83 | 11.67 | |
Ending balance (in USD per share) | $ 10.78 | $ 9.09 | $ 10.66 | $ 12.48 |
Stock-Based Compensation - Bala
Stock-Based Compensation - Balance of Outstanding and Exercisable Stock Options (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options Outstanding, Number of Shares (in shares) | 6,897,993 | 8,160,221 | 8,600,441 | 6,622,006 |
Options Exercisable, Number of Shares (in shares) | 5,537,204 | |||
$3.70 - $7.34 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise Price Minimum (in USD per share) | $ 3.70 | |||
Exercise Price Maximum (in USD per share) | $ 7.34 | |||
Options Outstanding, Number of Shares (in shares) | 1,667,201 | |||
Options Outstanding, Weighted Average Remaining Contractual Term (Years) | 5 years 5 months 12 days | |||
Options Outstanding, Weighted Average Exercise Price (in USD per share) | $ 6.46 | |||
Options Exercisable, Number of Shares (in shares) | 1,174,051 | |||
Options Exercisable, Weighted Average Exercise Price (in USD per share) | $ 6.09 | |||
$8.51 - $8.66 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise Price Minimum (in USD per share) | 8.51 | |||
Exercise Price Maximum (in USD per share) | $ 8.66 | |||
Options Outstanding, Number of Shares (in shares) | 1,585,678 | |||
Options Outstanding, Weighted Average Remaining Contractual Term (Years) | 4 years 1 month 6 days | |||
Options Outstanding, Weighted Average Exercise Price (in USD per share) | $ 8.60 | |||
Options Exercisable, Number of Shares (in shares) | 1,415,704 | |||
Options Exercisable, Weighted Average Exercise Price (in USD per share) | $ 8.59 | |||
$8.95 - $10.65 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise Price Minimum (in USD per share) | 8.95 | |||
Exercise Price Maximum (in USD per share) | $ 10.65 | |||
Options Outstanding, Number of Shares (in shares) | 1,399,605 | |||
Options Outstanding, Weighted Average Remaining Contractual Term (Years) | 7 years 9 months 29 days | |||
Options Outstanding, Weighted Average Exercise Price (in USD per share) | $ 9.26 | |||
Options Exercisable, Number of Shares (in shares) | 721,628 | |||
Options Exercisable, Weighted Average Exercise Price (in USD per share) | $ 9.38 | |||
$11.60 - $16.25 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise Price Minimum (in USD per share) | 11.60 | |||
Exercise Price Maximum (in USD per share) | $ 16.25 | |||
Options Outstanding, Number of Shares (in shares) | 1,445,509 | |||
Options Outstanding, Weighted Average Remaining Contractual Term (Years) | 3 years 11 months 4 days | |||
Options Outstanding, Weighted Average Exercise Price (in USD per share) | $ 14.34 | |||
Options Exercisable, Number of Shares (in shares) | 1,425,821 | |||
Options Exercisable, Weighted Average Exercise Price (in USD per share) | $ 14.36 | |||
25 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise Price Maximum (in USD per share) | $ 25 | |||
Options Outstanding, Number of Shares (in shares) | 800,000 | |||
Options Outstanding, Weighted Average Remaining Contractual Term (Years) | 1 year 10 months 13 days | |||
Options Outstanding, Weighted Average Exercise Price (in USD per share) | $ 25 | |||
Options Exercisable, Number of Shares (in shares) | 800,000 | |||
Options Exercisable, Weighted Average Exercise Price (in USD per share) | $ 25 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | $ 22,812 | $ 28,371 | $ 32,137 |
Cost of revenues | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | 1,905 | 1,743 | 2,193 |
Sales and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | 5,012 | 5,311 | 6,812 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | 3,876 | 3,831 | 4,804 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation | $ 12,019 | $ 17,486 | $ 18,328 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Millions | Nov. 24, 2021$ / sharesshares | Nov. 10, 2021 | Dec. 31, 2021classvote$ / sharesshares | Nov. 12, 2021$ / sharesshares | Feb. 22, 2021USD ($) | Dec. 31, 2020$ / sharesshares | Mar. 31, 2014shares |
Class of Stock [Line Items] | |||||||
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 | 250,000,000 | ||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | ||||
Number of votes per common stock | vote | 1 | ||||||
Number of classes of Board of Directors | class | 3 | ||||||
Board of Directors term | 3 years | ||||||
Board of Directors classes subject to election each year | class | 1 | ||||||
Preferred stock, par value (in USD per share) | $ / shares | $ 0.00001 | $ 0.00001 | |||||
Common stock, par value (in USD per share) | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||
Preferred stock, shares issued (in shares) | 0 | 0 | |||||
Quotient Technology Inc. | |||||||
Class of Stock [Line Items] | |||||||
Beneficial ownership percent of securities | 4.90% | ||||||
Series A Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized (in shares) | 250,000 | ||||||
Preferred stock, par value (in USD per share) | $ / shares | $ 0.00001 | $ 0.00001 | |||||
Preferred shares dividends (in share) | 1 | ||||||
Preferred stock, shares issued (in shares) | 0.001 | ||||||
Preferred stock exercise price (in USD per share) | $ / shares | $ 28 | ||||||
February 2021 Share Repurchase Program | |||||||
Class of Stock [Line Items] | |||||||
Authorized repurchase of common stock | $ | $ 50 |
Income Taxes - Components of Lo
Income Taxes - Components of Loss Before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 45,991 | $ 44,237 | $ 39,102 |
Foreign | (4,054) | 20,425 | (2,705) |
Total | $ 41,937 | $ 64,662 | $ 36,397 |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for (Benefit from) Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 436 | $ 133 | $ (14) |
State | 45 | 34 | 219 |
Foreign | 3,012 | 642 | 342 |
Total current income tax expense | 3,493 | 809 | 547 |
Deferred: | |||
Federal | 93 | 93 | 93 |
State | 114 | 10 | 39 |
Foreign | (69) | (193) | (19) |
Total deferred income tax expense (benefit) | 138 | (90) | 113 |
Total | $ 3,631 | $ 719 | $ 660 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Federal tax | (21.00%) | (21.00%) | (21.00%) |
State income tax, net of federal tax benefit | 0.38% | 0.07% | 0.70% |
Tax credits | (1.09%) | (0.78%) | (2.20%) |
Stock-based compensation | 2.00% | 4.31% | 2.42% |
Foreign income taxes at other than U.S. rates | 9.65% | (2.15%) | (0.92%) |
Acquisition related costs | 0.00% | 0.02% | 0.43% |
Contingent consideration related to acquisitions | 0.00% | 0.00% | 2.35% |
162(m) | 2.35% | 1.39% | 3.73% |
GILTI Inclusion | 1.42% | 0.00% | 1.05% |
Other | 0.12% | 0.44% | 1.26% |
Valuation allowance, net | 14.82% | 18.81% | 13.96% |
Effective tax rate | 8.65% | 1.11% | 1.78% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Line Items] | |||
Provision for income taxes | $ 3,631,000 | $ 719,000 | $ 660,000 |
Deferred tax assets | 140,200,000 | 133,700,000 | |
Deferred tax liabilities | 11,387,000 | 13,609,000 | |
Increase in valuation allowance | 8,900,000 | 14,800,000 | |
Income tax penalties and interest accrued | $ 0 | $ 0 | |
India Taxing Authority | |||
Income Tax Disclosure [Line Items] | |||
Tax credit carryforwards expiration year | 2030 | ||
Tax credit carryforwards | $ 700,000 | ||
Federal | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | $ 287,800,000 | ||
Operating loss carryforwards expiration year | 2022 | ||
Federal | Research | |||
Income Tax Disclosure [Line Items] | |||
Tax credit carryforwards | $ 17,300,000 | ||
Tax credit carryforwards expiration year | 2032 | ||
State | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | $ 279,000,000 | ||
State | Research | |||
Income Tax Disclosure [Line Items] | |||
Tax credit carryforwards | 20,200,000 | ||
Foreign | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | $ 33,400,000 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Credits and net operating loss carryforward | $ 114,758 | $ 116,119 |
Accrued compensation | 644 | 280 |
Deferred revenues | 603 | 271 |
Stock-based compensation | 4,571 | 5,638 |
Property and equipment | 538 | 746 |
Purchased intangible assets | 9,211 | 4,411 |
Operating lease | 7,770 | 4,536 |
Other deferred tax assets | 2,124 | 1,682 |
Total deferred tax assets | 140,219 | 133,683 |
Valuation allowance | (130,823) | (121,927) |
Deferred tax liabilities: | ||
Basis difference on purchased intangible assets | 1,044 | 2,969 |
Operating lease | 5,670 | 3,683 |
Other deferred tax liabilities | 2,667 | 5,157 |
Tax deductible goodwill | 2,006 | 1,800 |
Total deferred tax liabilities | 11,387 | 13,609 |
Net deferred tax liabilities | $ (1,991) | $ (1,853) |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits and Effect on Effective Income Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Roll Forward] | |||
Unrecognized tax benefit - beginning balance | $ 9,260 | $ 8,840 | $ 8,217 |
Increases for tax positions taken in prior years | 317 | 0 | 0 |
Increases for tax positions taken in current year | 374 | 420 | 623 |
Unrecognized tax benefit - ending balance | $ 9,951 | $ 9,260 | $ 8,840 |
Net Income (Loss) per Share - S
Net Income (Loss) per Share - Schedule of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Net loss | $ (45,568) | $ (65,381) | $ (37,057) |
Weighted-average number of common shares used in computing net loss per share, basic (in shares) | 93,686 | 90,412 | 91,163 |
Weighted-average number of common shares used in computing net loss per share, diluted (in shares) | 93,686 | 90,412 | 91,163 |
Net loss per share, basic (in USD per share) | $ (0.49) | $ (0.72) | $ (0.41) |
Net loss per share, diluted (in USD per share) | $ (0.49) | $ (0.72) | $ (0.41) |
Net Income (Loss) per Share -_2
Net Income (Loss) per Share - Schedule of Outstanding Common Equivalent Shares Excluded from Computation of Diluted Net Loss Per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Outstanding common equivalent shares (in shares) | 23,858 | 24,459 | 25,186 |
Stock options and ESPP | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Outstanding common equivalent shares (in shares) | 6,956 | 8,229 | 8,642 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Outstanding common equivalent shares (in shares) | 5,381 | 4,709 | 5,023 |
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 | 11,521 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2019 | |
Lessee, Lease, Description [Line Items] | |||
Operating lease right-of-use assets | $ 23,874 | $ 16,222 | |
Operating lease, liability | 31,838 | $ 19,606 | |
Operating leases future minimum monthly rental payments due | 37,499 | ||
Total lease costs | 6,500 | ||
Operating lease costs for right-of-use assets | 6,000 | ||
Short-term lease costs related to short-term operating leases | $ 500 | ||
ASU 2016-02 | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease right-of-use assets | $ 8,500 | ||
Operating lease, liability | $ 11,500 | ||
Professional Sports Team Suite | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, term of contract | 20 years | ||
Operating leases future minimum monthly rental payments due | $ 5,400 | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, term of contract | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease, term of contract | 10 years | ||
Operating lease, renewal term | 6 years |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Cash paid for operating lease liabilities | $ 4,808 | $ 3,940 |
Right-of-use assets obtained in exchange for lease obligations | $ 12,021 | $ 12,297 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 23,874 | $ 16,222 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities | Other current liabilities |
Other current liabilities | $ 4,935 | $ 3,650 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other non-current liabilities | Other non-current liabilities |
Other non-current liabilities | $ 26,903 | $ 15,956 |
Total operating lease liabilities | $ 31,838 | $ 19,606 |
Weighted average remaining lease term (in years) | 6 years 2 months 12 days | 7 years 2 months 12 days |
Weighted average discount rate | 5.00% | 5.80% |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 6,407 | |
2023 | 6,899 | |
2024 | 6,239 | |
2025 | 4,774 | |
2026 | 3,344 | |
2027 and thereafter | 9,836 | |
Total lease payments | 37,499 | |
Less: Imputed Interest | (5,661) | |
Total | $ 31,838 | $ 19,606 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2021 | |
Commitments And Contingencies [Line Items] | |||
Loss on contract settlement | $ 8.8 | ||
Estimated potential loss on retailer agreement | $ 8.5 | ||
Open Purchase Commitments | |||
Commitments And Contingencies [Line Items] | |||
Distribution fees, software license fees and marketing services | $ 11.2 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Rate at which the company matches employee contribution | 3.00% | ||
Maximum contribution amount | $ 6,000 | ||
Matching contribution expense | $ 2,500,000 | $ 2,200,000 | $ 1,700,000 |
Concentrations - Additional Inf
Concentrations - Additional Information (Details) - Customer Concentration Risk - customer | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Receivable | |||
Concentration Risk [Line Items] | |||
Number of customers accounted greater than 10% concentration risk | 0 | 0 | |
Revenues | |||
Concentration Risk [Line Items] | |||
Number of customers accounted greater than 10% concentration risk | 0 | 1 |