Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 07, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | COUP | |
Entity Registrant Name | COUPONS.COM INCORPORATED | |
Entity Central Index Key | 1,115,128 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 83,239,098 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 210,035 | $ 201,075 |
Accounts receivable, net of allowance for doubtful accounts of $245 and $408 at June 30, 2015 and December 31, 2014, respectively | 48,846 | 51,061 |
Prefunded coupons cash deposits | 642 | 740 |
Deferred tax assets | 427 | 457 |
Prepaid expenses and other current assets | 4,677 | 2,972 |
Total current assets | 264,627 | 256,305 |
Property and equipment, net | 25,952 | 25,399 |
Intangible assets, net | 10,352 | 11,818 |
Goodwill | 29,284 | 29,277 |
Other assets | 8,398 | 9,008 |
Total assets | 338,613 | 331,807 |
Current liabilities: | ||
Accounts payable | 10,098 | 6,358 |
Accrued compensation and benefits | 9,467 | 14,861 |
Other current liabilities | 17,879 | 15,790 |
Prefunded coupons cash obligations | 642 | 740 |
Deferred revenues | 6,992 | 6,219 |
Debt obligation | 7,500 | 7,500 |
Total current liabilities | 52,578 | 51,468 |
Other non-current liabilities | 56 | 89 |
Deferred rent | 806 | 738 |
Deferred tax liabilities | 2,070 | 2,624 |
Total liabilities | $ 55,510 | $ 54,919 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity: | ||
Preferred stock, $0.00001 par value—10,000,000 shares authorized and no shares issued or outstanding at June 30, 2015 and December 31, 2014 | ||
Common stock, $0.00001 par value—250,000,000 shares authorized; 88,375,594 shares issued and 83,318,189 outstanding at June 30, 2015; 86,224,920 shares issued and 81,380,014 outstanding at December 31, 2014 | $ 1 | $ 1 |
Additional paid-in capital | 552,675 | 531,018 |
Treasury stock, at cost | (64,017) | (61,935) |
Accumulated other comprehensive loss | (18) | (1) |
Accumulated deficit | (205,538) | (192,195) |
Total stockholders’ equity | 283,103 | 276,888 |
Total liabilities and stockholders’ equity | $ 338,613 | $ 331,807 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 245 | $ 408 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 88,375,594 | 86,224,920 |
Common stock, shares outstanding | 83,318,189 | 81,380,014 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenues | $ 55,867 | $ 51,715 | $ 111,429 | $ 103,216 |
Costs and expenses: | ||||
Cost of revenues | 22,122 | 20,884 | 43,989 | 41,403 |
Sales and marketing | 21,834 | 17,621 | 42,918 | 37,132 |
Research and development | 11,839 | 10,981 | 24,781 | 27,248 |
General and administrative | 7,867 | 8,857 | 16,358 | 17,907 |
Change in fair value of contingent consideration | 2,076 | 0 | 1,722 | 0 |
Total costs and expenses | 65,738 | 58,343 | 129,768 | 123,690 |
Loss from operations | (9,871) | (6,628) | (18,339) | (20,474) |
Interest expense | (82) | (300) | (162) | (602) |
Gain on sale of a right to use a web domain name | 4,800 | |||
Other income (expense), net | 40 | 31 | (21) | (107) |
Loss before income taxes | (9,913) | (6,897) | (13,722) | (21,183) |
Benefit from income taxes | (571) | 0 | (379) | (244) |
Net loss | $ (9,342) | $ (6,897) | $ (13,343) | $ (20,939) |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.11) | $ (0.09) | $ (0.16) | $ (0.37) |
Weighted-average number of common shares used in computing net loss per share attributable to common stockholders, basic and diluted | 82,980 | 77,549 | 82,575 | 56,161 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (9,342) | $ (6,897) | $ (13,343) | $ (20,939) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | 48 | 33 | (17) | 45 |
Comprehensive loss | $ (9,294) | $ (6,864) | $ (13,360) | $ (20,894) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (13,343,000) | $ (20,939,000) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 7,780,000 | 6,822,000 |
Stock-based compensation | 17,439,000 | 21,253,000 |
Accretion of debt discount | 113,000 | |
Amortization of debt issuance costs | 38,000 | 38,000 |
Gain on sale of a right to use a web domain name | (4,800,000) | |
Allowance for doubtful accounts | (34,000) | 79,000 |
Deferred income taxes | (525,000) | (244,000) |
Change in fair value of contingent consideration | 1,722,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,255,000 | (1,755,000) |
Prepaid expenses and other current assets | (1,213,000) | 224,000 |
Accounts payable and other current liabilities | 1,356,000 | 2,494,000 |
Accrued compensation and benefits | (5,391,000) | (3,298,000) |
Deferred revenues | 764,000 | 957,000 |
Other | 2,000 | 313,000 |
Net cash provided by operating activities | 6,050,000 | 6,057,000 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (3,961,000) | (4,970,000) |
Acquisitions, net of acquired cash | 859,000 | |
Purchase of intangible assets | (35,000) | (16,000) |
Proceeds from sale of a right to use a web domain name | 4,800,000 | |
Net cash provided by (used in) investing activities | 804,000 | (4,127,000) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 4,218,000 | 3,031,000 |
Repurchases of common stock | (2,082,000) | |
Proceeds from initial public offering, net of offering costs | 176,525,000 | |
Exercise of warrant | 1,610,000 | |
Principal payments on capital lease obligations | (30,000) | (28,000) |
Net cash provided by financing activities | 2,106,000 | 181,138,000 |
Effect of exchange rates on cash and cash equivalents | (9,000) | |
Net increase in cash and cash equivalents | 8,960,000 | 183,059,000 |
Cash and cash equivalents at beginning of period | 201,075,000 | 38,972,000 |
Cash and cash equivalents at end of period | $ 210,035,000 | $ 222,031,000 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | 1. Description of Business Coupons.com Incorporated (the “Company”) connects great brands and retailers with consumers by delivering digital promotions and media to consumers. Many brands from leading consumer packaged goods companies (“CPGs”) and many of the leading grocery, drug, dollar channel, club and mass merchandise retailers use the Company’s digital platform to engage consumers at the critical moments when they are choosing which products they will buy and where they will shop. The Company delivers digital coupons, including coupon codes, and media through its platform. The Company’s platform includes web, mobile and social channels, as well as those of the Company’s CPGs, retailers and its extensive network of publishers that display the Company’s coupon and media offerings on their websites and mobile applications. Consumers select coupons by either printing them for physical redemption at retailers or saving them to retailer loyalty accounts for automatic digital redemption. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2015 or for any other period. There have been no changes to the Company’s significant accounting policies described in the Annual Report on Form 10-K that have had a material impact on its condensed consolidated financial statements and related notes. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the 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. Actual results may differ from the Company’s estimates, and such differences may be material to the accompanying condensed consolidated financial statements. Reclassifications Certain prior period financial statement amounts have been reclassified to conform to current period presentation. Recently Issued Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (“FASB”) issued new guidance or Accounting Standards Update (“ASU”) 2015-03- Interest—Imputation of Interest (Subtopic 835-30 ) In August 2014, the FASB issued ASU 2014-15— Presentation of Financial Statements — Going Concern Subtopic 205-40) , In May 2014, the FASB issued ASU 2014-09— Revenue from Contracts with Customers (Topic 606), Early adoption is permitted, but not before the original effective date of the amendment. The Company is currently evaluating the impact of these amendments. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. 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 in active markets for identical assets or liabilities. Level 2—Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. The Company’s fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis are as follows (in thousands): June 30, 2015 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 14,935 $ — $ — $ 14,935 Total $ 14,935 $ — $ — $ 14,935 Liabilities: Contingent consideration (2) $ — $ — $ 2,770 $ 2,770 Total $ — $ — $ 2,770 $ 2,770 December 31, 2014 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 14,928 $ — $ — $ 14,928 Total $ 14,928 $ — $ — $ 14,928 Liabilities: Contingent consideration (2) $ — $ — $ 1,048 $ 1,048 Total $ — $ — $ 1,048 $ 1,048 (1) Included in cash and cash equivalents (2) Included in other current liabilities The valuation technique used to measure the fair value of money market funds included using quoted prices in active markets for identical assets or liabilities. The fair value of contingent consideration was estimated using a Monte Carlo simulation and was based on significant inputs not observable in the market, thus classified as a Level 3 instrument. The inputs include the Company’s stock price, maximum earn-out shares, historical and projected financial results of Eckim, LLC. (“Eckim”), historical volatility of the Company's stock price and risk-free interest rate. The following table represents the change in the contingent consideration (in thousands): Level 3 Balance as of December 31, 2014 $ 1,048 Change in fair value 1,722 Balance as of June 30, 2015 $ 2,770 For the three and six months ended June 30, 2015, the Company recorded a loss of $2.1 million and $1.7 million, respectively, due to the changes in fair value of the contingent consideration. The change in fair value of the contingent consideration during the period was primarily driven by the increase in the likelihood of achieving the revenue and profit milestones. |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts | 6 Months Ended |
Jun. 30, 2015 | |
Receivables [Abstract] | |
Allowance for Doubtful Accounts | 4. Allowance for Doubtful Accounts The summary of activity in the allowance for doubtful accounts is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Balance at beginning of period $ 407 $ 347 $ 408 $ 332 Bad debt expense (credit) (43 ) 65 (34 ) 79 Recoveries (write-offs), net (119 ) (12 ) (129 ) (11 ) Balance at end of period $ 245 $ 400 $ 245 $ 400 |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jun. 30, 2015 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | 5. Balance Sheet Components Property and Equipment, Net Property and equipment consist of the following (in thousands): June 30, 2015 December 31, 2014 Software $ 31,996 $ 30,791 Computer equipment 18,130 17,325 Leasehold improvements 2,706 2,393 Furniture and fixtures 1,957 1,645 Total 54,789 52,154 Accumulated depreciation and amortization (34,645 ) (28,783 ) Projects in process 5,808 2,028 Property and equipment, net $ 25,952 $ 25,399 Depreciation and amortization expense of property and equipment was $3.2 million and $6.3 million for the three and six months ended June 30, 2015, respectively, and $3.3 million and $6.2 million for the three and six months ended June 30, 2014, respectively. During the three and six months ended June 30, 2015, the Company capitalized Retailer iQ platform (“Retailer iQ”) $0.5 million and $0.9 million, respectively, compared to $0.9 million and $2.2 million during the three and six months ended June 30, 2014, respectively. During the three and six months ended June 30, 2015, the Company recognized $2.3 million and $4.6 million respectively, of amortization expense related to Retailer iQ in cost of revenues, and $2.0 million and $3.4 million during the three and six months ended June 30, 2014, respectively. The unamortized capitalized development and enhancement costs related to Retailer iQ was $15.3 million and $19.0 million as of June 30, 2015 and December 31, 2014, respectively. Accrued Compensation and Benefits Accrued compensation and benefits consist of the following (in thousands): June 30, 2015 December 31, 2014 Bonus $ 3,878 $ 6,909 Vacation 2,338 2,427 Commissions 2,175 3,458 Payroll and related expenses 1,076 2,067 Accrued compensation and benefits $ 9,467 $ 14,861 Other Current Liabilities Other current liabilities consist of the following (in thousands): June 30, 2015 December 31, 2014 Distribution fees $ 6,229 $ 5,805 Marketing expenses 2,904 3,415 Contingent consideration 2,770 1,048 Accrued property and equipment 1,986 687 Legal and professional fees 803 1,699 Deferred rent 247 536 Other 2,940 2,600 Other current liabilities $ 17,879 $ 15,790 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. Goodwill and Intangible Assets 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. The change in the carrying value of goodwill is as follows (in thousands): Goodwill Balance as of December 31, 2014 $ 29,277 Foreign currency translation 7 Balance as of June 30, 2015 $ 29,284 Intangible assets consist of the following (in thousands): June 30, 2015 Gross Accumulated Amortization Foreign Currency Translation June 30, 2015 Net Weighted Average Amortization Period (Years) Customer relationships $ 7,164 $ (2,629 ) $ 24 $ 4,559 4 Domain names 5,004 (3,127 ) — 1,877 4 Developed technologies 4,117 (1,213 ) — 2,904 4 Patents 1,050 (628 ) — 422 6 Vendor relationships 890 (334 ) — 556 3 Trade names 167 (135 ) 2 34 1 $ 18,392 $ (8,066 ) $ 26 $ 10,352 4 December 31, 2014 Gross Accumulated Amortization Foreign Currency Translation December 31, 2014 Net Weighted Average Amortization Period (Years) Customer relationships $ 7,164 $ (1,978 ) $ 21 $ 5,207 4 Domain names 4,968 (2,836 ) — 2,132 4 Developed technologies 4,117 (834 ) — 3,283 5 Patents 1,050 (570 ) — 480 6 Vendor relationships 890 (223 ) — 667 3 Trade names 167 (121 ) 3 49 2 $ 18,356 $ (6,562 ) $ 24 $ 11,818 4 Amortization expense related to intangible assets subject to amortization was $0.7 million and $1.5 million for the three and six months ended June 30, 2015, respectively and $0.3 million and $0.6 million during the three and six months ended June 30, 2014, respectively. Estimated future amortization expense of intangible assets as of June 30, 2015 is as follows (in thousands): Total 2015, remaining six months $ 1,476 2016 2,814 2017 2,494 2018 2,249 2019 1,213 2020 and beyond 106 Total estimated amortization expense $ 10,352 |
Debt Obligations
Debt Obligations | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt Obligations | 7. Debt Obligation In September 2013, the Company entered into an agreement with a commercial bank to establish an accounts receivable based revolving line of credit. The maximum amount available for borrowing under the revolving credit facility is the lesser of $25.0 million (which can be increased to $30.0 million if certain conditions are met) or an amount equal to 85% of certain eligible accounts, which excludes accounts that are over 60 days outstanding from the original due date. The revolving line of credit has a maturity date of September 30, 2016 and may be repaid and redrawn at any time prior to the maturity date. Interest is charged at a floating interest rate based on the daily three month LIBOR, plus % applicable margin. In May 2014, the Company entered into an amendment, which revised the applicable margin from 2.75% to 2.00% per annum and the financial reporting intervals from monthly to quarterly reporting. Interest was 2.375% at June 30, 2015. The Company is also required to pay a commitment fee on the unused portion of the revolving credit facility equal to 0.25% per annum. As of June 30, 2015 and December 31, 2014, $7.5 million was outstanding under the revolving line of credit. The revolving credit facility is secured by substantially all of the Company’s assets, and is subject to certain financial and non-financial covenants, including financial reporting. As of June 30, 2015, the Company was in compliance with the financial and non-financial covenants under the credit and security agreement. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 8. 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”). Under the 2013 Plan, the Company may grant stock options, stock appreciation rights, restricted stock and restricted stock units, performance shares and units to employees, directors and consultants. Stock Options The fair value of each option was estimated on the date of grant for the period presented using the following assumptions: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Expected life (in years) 5.50 - 6.08 — 5.50 - 6.08 6.08 Risk-free interest rate 1.82% - 1.89% — 1.82% - 1.89% 2.33% Volatility 55% — 55% 55% Dividend yield — — — — The weighted-average grant-date fair value of options granted was $6.72 per share during the three and six months ended June 30, 2015 and $8.60 per share during the six months ended June 30, 2014. There were no option grants during the three months ended June 30, 2014. Restricted Stock Units The fair value of RSUs equals the market value of the Company’s common stock on the date of the grant. The RSUs are excluded from issued and outstanding shares until they are vested. A summary of the Company’s stock option and RSUs award activity under the 2013 Plan is as follows: Options Outstanding RSUs Outstanding Shares Available for Grant Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in Number of Shares Weighted Average Grant Date Fair Value Balance as of December 31, 2014 1,825,112 9,494,763 $ 7.00 6.57 $ 107,913 6,809,415 $ 12.66 Increase in shares authorized 3,255,200 Options granted (53,680 ) 53,680 13.04 Options exercised — (822,045 ) 3.89 7,828 Options canceled or expired 14,562 (14,562 ) 7.73 RSUs granted (2,641,120 ) 2,641,120 14.22 RSUs released — (1,233,379 ) 11.93 RSUs canceled or expired 873,049 (873,049 ) 13.83 Balance as of June 30, 2015 3,273,123 8,711,836 7.32 6.19 45,201 7,344,107 13.31 Vested and expected to vest as of June 30, 2015 8,320,312 7.06 6.10 44,375 Vested and exercisable as of June 30, 2015 6,643,537 5.48 5.57 45,201 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 which vested during the three and six months ended June 30, 2015 was $1.0 million and $2.2 million, respectively, and during the three and six months ended June 30, 2014 was $0.9 million and $1.9 million, respectively. Employee Stock Purchase Plan 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, with the exception of the initial offering period which commenced in March 2014 and ended in November 2014. 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: Six Months Ended June 30, 2015 2014 Expected life (in years) 0.50 0.62 Risk-free interest rate 0.08% 0.08% Volatility 63% 55% Dividend yield — — 95,251 shares of common stock was issued under the 2014 Employee Stock Purchase Plan (“ESPP”) in May 2015. As of June 30, 2015, 1,332,472 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 included in the Company’s condensed consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Cost of revenues $ 433 $ 523 $ 882 $ 2,100 Sales and marketing 3,432 1,284 6,373 5,401 Research and development 2,266 1,760 5,050 7,270 General and administrative 2,376 3,094 5,134 6,482 Total stock-based compensation expense $ 8,507 $ 6,661 $ 17,439 $ 21,253 As of June 30, 2015, there was $69.1 million of unrecognized stock-based compensation expense (net of estimated forfeitures), of which $5.7 million is related to stock options and ESPP shares and $63.4 million is related to RSUs. The total unrecognized stock-based compensation expense related to stock options and ESPP as of June 30, 2015 will be amortized over a weighted-average period of 2.4 years. The total unrecognized stock-based compensation expense related to RSUs as of June 30, 2015 will be amortized over a weighted-average period of 3.1 years. The amount of stock-based compensation cost capitalized in property and equipment, net on the accompanying condensed consolidated balance sheets was immaterial for all periods presented. |
Common Stock Repurchases
Common Stock Repurchases | 6 Months Ended |
Jun. 30, 2015 | |
Common Stock Repurchases [Abstract] | |
Common Stock Repurchases | 9. Common Stock Repurchases In February 2015, the Company’s Board of Directors authorized the repurchase of up to $50.0 million of the Company’s common stock through February 2016, subject to certain limitations. During the three and six months ended June 30, 2015, 3,000 and 212,300 shares were repurchased at an aggregate cost of $30,000 and $2.1 million, respectively. D uring the three and six months ended June 30, 2014, o shares of our common stock were repurchased. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The Company recorded an income tax benefit of $0.6 million, and $0.4 million during the three and six months ended June 30, 2015, respectively, and $0 and $0.2 million during the three and six months ended June 30, 2014, respectively. The income tax benefit during for the three and six months ended June 2015 is attributable to the net decrease in deferred tax liabilities primarily associated with the change in fair value of contingent consideration from prior acquisitions. The income tax benefit for the three and six months ended June 2014 was attributable to a release of a portion of the Company’s valuation allowance due to acquired deferred tax liabilities from prior year acquisitions. |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 11. Net Loss per Share The computation of the Company’s basic and diluted net loss per share attributable to common stockholders is as follows (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Net loss $ (9,342 ) $ (6,897 ) $ (13,343 ) $ (20,939 ) Weighted-average number of common shares used in computing net loss per share attributable to common stockholders, basic and diluted 82,980 77,549 82,575 56,161 Net loss per share attributable to common stockholders, basic and diluted $ (0.11 ) $ (0.09 ) $ (0.16 ) $ (0.37 ) The outstanding common equivalent shares excluded from the computation of the diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive are as follows (in thousands): Three and Six Months Ended June 30, 2015 2014 Stock options and ESPP 8,819 11,349 Restricted stock units 7,344 7,345 16,163 18,694 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Leases The Company leases office space under non-cancelable operating leases with lease terms ranging from one to five years. Additionally, the Company leases certain equipment under non-cancelable operating leases at its facilities and its leased data center operations. Aggregate Future Contractual Obligations and Lease Commitments As of June 30, 2015, the Company’s minimum payments under its non-cancelable operating and capital leases are as follows (in thousands): Operating Leases Capital Leases 2015, remaining six months $ 1,768 $ 34 2016 3,577 52 2017 1,524 22 2018 1,478 18 2019 1,460 1 2020 and thereafter 1,352 — Total minimum payments $ 11,159 $ 127 Less: Amount representing interest 8 Present value of capital lease obligations 119 Less: Current portion 57 Capital lease obligation, net of current portion $ 62 Other Future Commitments The Company has other long-term commitments for the years 2015 to 2034 in the amount of $7.2 million for marketing arrangements. The Company entered into service agreements under which the Company is obligated to prepay non-refundable payments upon the achievement of certain milestones. As of June 30, 2015, the Company made payments of $8.9 million under these arrangements and has remaining obligations for payment of $5.2 million which are expected to be paid over two years. These prepayments will be recognized as cost of revenues over the related service period. The unamortized balance is included in other assets on the accompanying condensed consolidated balance sheets. 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 and other third parties including retailers. 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, 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. Litigation On March 11, 2015, a putative stockholder class action lawsuit was filed against us, the members of our board of directors, certain of our executive officers and the underwriters of our initial public offering (“IPO”): Nguyen v. Coupons.com Incorporated, Nguyen v. Coupons.com Incorporated O’Donnell v. Coupons.com Incorporated So v. Coupons.com Incorporated Silverberg v. Coupons.com Incorporated Nguyen, So and Silverberg O’Donnell In addition, 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 any claims are remote, therefore the Company has not recorded any accrual for claims as of June 30, 2015 and December 31, 2014. |
Information About Geographic Ar
Information About Geographic Areas | 6 Months Ended |
Jun. 30, 2015 | |
Segments Geographical Areas [Abstract] | |
Information About Geographic Areas | 13. Information About Geographic Areas Revenues generated outside of the United States were insignificant for all periods presented. Additionally, as the Company’s assets are primarily located in the United States, information regarding geographical location is not presented, as such amounts are immaterial to these condensed consolidated financial statements taken as a whole. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2015 or for any other period. There have been no changes to the Company’s significant accounting policies described in the Annual Report on Form 10-K that have had a material impact on its condensed consolidated financial statements and related notes. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the 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. Actual results may differ from the Company’s estimates, and such differences may be material to the accompanying condensed consolidated financial statements. |
Reclassifications | Reclassifications Certain prior period financial statement amounts have been reclassified to conform to current period presentation. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (“FASB”) issued new guidance or Accounting Standards Update (“ASU”) 2015-03- Interest—Imputation of Interest (Subtopic 835-30 ) In August 2014, the FASB issued ASU 2014-15— Presentation of Financial Statements — Going Concern Subtopic 205-40) , In May 2014, the FASB issued ASU 2014-09— Revenue from Contracts with Customers (Topic 606), Early adoption is permitted, but not before the original effective date of the amendment. The Company is currently evaluating the impact of these amendments. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The Company’s fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis are as follows (in thousands): June 30, 2015 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 14,935 $ — $ — $ 14,935 Total $ 14,935 $ — $ — $ 14,935 Liabilities: Contingent consideration (2) $ — $ — $ 2,770 $ 2,770 Total $ — $ — $ 2,770 $ 2,770 December 31, 2014 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 14,928 $ — $ — $ 14,928 Total $ 14,928 $ — $ — $ 14,928 Liabilities: Contingent consideration (2) $ — $ — $ 1,048 $ 1,048 Total $ — $ — $ 1,048 $ 1,048 (1) Included in cash and cash equivalents (2) Included in other current liabilities |
Summary of Changes in Contingent Consideration | The following table represents the change in the contingent consideration (in thousands): Level 3 Balance as of December 31, 2014 $ 1,048 Change in fair value 1,722 Balance as of June 30, 2015 $ 2,770 |
Allowance for Doubtful Accoun22
Allowance for Doubtful Accounts (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Receivables [Abstract] | |
Summary of Activity in Allowance for Doubtful Accounts | The summary of activity in the allowance for doubtful accounts is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Balance at beginning of period $ 407 $ 347 $ 408 $ 332 Bad debt expense (credit) (43 ) 65 (34 ) 79 Recoveries (write-offs), net (119 ) (12 ) (129 ) (11 ) Balance at end of period $ 245 $ 400 $ 245 $ 400 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Balance Sheet Related Disclosures [Abstract] | |
Property and Equipment, Net | Property and equipment consist of the following (in thousands): June 30, 2015 December 31, 2014 Software $ 31,996 $ 30,791 Computer equipment 18,130 17,325 Leasehold improvements 2,706 2,393 Furniture and fixtures 1,957 1,645 Total 54,789 52,154 Accumulated depreciation and amortization (34,645 ) (28,783 ) Projects in process 5,808 2,028 Property and equipment, net $ 25,952 $ 25,399 |
Accrued Compensation and Benefits | Accrued compensation and benefits consist of the following (in thousands): June 30, 2015 December 31, 2014 Bonus $ 3,878 $ 6,909 Vacation 2,338 2,427 Commissions 2,175 3,458 Payroll and related expenses 1,076 2,067 Accrued compensation and benefits $ 9,467 $ 14,861 |
Other Current Liabilities | Other current liabilities consist of the following (in thousands): June 30, 2015 December 31, 2014 Distribution fees $ 6,229 $ 5,805 Marketing expenses 2,904 3,415 Contingent consideration 2,770 1,048 Accrued property and equipment 1,986 687 Legal and professional fees 803 1,699 Deferred rent 247 536 Other 2,940 2,600 Other current liabilities $ 17,879 $ 15,790 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Value of Goodwill | The change in the carrying value of goodwill is as follows (in thousands): Goodwill Balance as of December 31, 2014 $ 29,277 Foreign currency translation 7 Balance as of June 30, 2015 $ 29,284 |
Intangible Assets | Intangible assets consist of the following (in thousands): June 30, 2015 Gross Accumulated Amortization Foreign Currency Translation June 30, 2015 Net Weighted Average Amortization Period (Years) Customer relationships $ 7,164 $ (2,629 ) $ 24 $ 4,559 4 Domain names 5,004 (3,127 ) — 1,877 4 Developed technologies 4,117 (1,213 ) — 2,904 4 Patents 1,050 (628 ) — 422 6 Vendor relationships 890 (334 ) — 556 3 Trade names 167 (135 ) 2 34 1 $ 18,392 $ (8,066 ) $ 26 $ 10,352 4 December 31, 2014 Gross Accumulated Amortization Foreign Currency Translation December 31, 2014 Net Weighted Average Amortization Period (Years) Customer relationships $ 7,164 $ (1,978 ) $ 21 $ 5,207 4 Domain names 4,968 (2,836 ) — 2,132 4 Developed technologies 4,117 (834 ) — 3,283 5 Patents 1,050 (570 ) — 480 6 Vendor relationships 890 (223 ) — 667 3 Trade names 167 (121 ) 3 49 2 $ 18,356 $ (6,562 ) $ 24 $ 11,818 4 |
Estimated Amortization of Intangible Assets | Estimated future amortization expense of intangible assets as of June 30, 2015 is as follows (in thousands): Total 2015, remaining six months $ 1,476 2016 2,814 2017 2,494 2018 2,249 2019 1,213 2020 and beyond 106 Total estimated amortization expense $ 10,352 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Assumptions Used to Estimate the Fair Value of Stock Options | The fair value of each option was estimated on the date of grant for the period presented using the following assumptions: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Expected life (in years) 5.50 - 6.08 — 5.50 - 6.08 6.08 Risk-free interest rate 1.82% - 1.89% — 1.82% - 1.89% 2.33% Volatility 55% — 55% 55% Dividend yield — — — — |
Summary of Stock Option and Restricted Stock Units Award Activity | A summary of the Company’s stock option and RSUs award activity under the 2013 Plan is as follows: Options Outstanding RSUs Outstanding Shares Available for Grant Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in Number of Shares Weighted Average Grant Date Fair Value Balance as of December 31, 2014 1,825,112 9,494,763 $ 7.00 6.57 $ 107,913 6,809,415 $ 12.66 Increase in shares authorized 3,255,200 Options granted (53,680 ) 53,680 13.04 Options exercised — (822,045 ) 3.89 7,828 Options canceled or expired 14,562 (14,562 ) 7.73 RSUs granted (2,641,120 ) 2,641,120 14.22 RSUs released — (1,233,379 ) 11.93 RSUs canceled or expired 873,049 (873,049 ) 13.83 Balance as of June 30, 2015 3,273,123 8,711,836 7.32 6.19 45,201 7,344,107 13.31 Vested and expected to vest as of June 30, 2015 8,320,312 7.06 6.10 44,375 Vested and exercisable as of June 30, 2015 6,643,537 5.48 5.57 45,201 |
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: Six Months Ended June 30, 2015 2014 Expected life (in years) 0.50 0.62 Risk-free interest rate 0.08% 0.08% Volatility 63% 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 included in the Company’s condensed consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Cost of revenues $ 433 $ 523 $ 882 $ 2,100 Sales and marketing 3,432 1,284 6,373 5,401 Research and development 2,266 1,760 5,050 7,270 General and administrative 2,376 3,094 5,134 6,482 Total stock-based compensation expense $ 8,507 $ 6,661 $ 17,439 $ 21,253 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss per Share Attributable to Common Stockholders | The computation of the Company’s basic and diluted net loss per share attributable to common stockholders is as follows (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Net loss $ (9,342 ) $ (6,897 ) $ (13,343 ) $ (20,939 ) Weighted-average number of common shares used in computing net loss per share attributable to common stockholders, basic and diluted 82,980 77,549 82,575 56,161 Net loss per share attributable to common stockholders, basic and diluted $ (0.11 ) $ (0.09 ) $ (0.16 ) $ (0.37 ) |
Schedule of Outstanding Common Equivalent Shares Excluded from Computation of Diluted Net Loss per Share Attributable to Common Stockholders | The outstanding common equivalent shares excluded from the computation of the diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive are as follows (in thousands): Three and Six Months Ended June 30, 2015 2014 Stock options and ESPP 8,819 11,349 Restricted stock units 7,344 7,345 16,163 18,694 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Minimum Payments Under Non-Cancelable Operating and Capital Leases | As of June 30, 2015, the Company’s minimum payments under its non-cancelable operating and capital leases are as follows (in thousands): Operating Leases Capital Leases 2015, remaining six months $ 1,768 $ 34 2016 3,577 52 2017 1,524 22 2018 1,478 18 2019 1,460 1 2020 and thereafter 1,352 — Total minimum payments $ 11,159 $ 127 Less: Amount representing interest 8 Present value of capital lease obligations 119 Less: Current portion 57 Capital lease obligation, net of current portion $ 62 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | |
Assets: | |||
Assets fair value | $ 14,935 | $ 14,928 | |
Liabilities: | |||
Liabilities fair value | 2,770 | 1,048 | |
Money Market Funds | |||
Assets: | |||
Assets fair value | [1] | 14,935 | 14,928 |
Contingent Consideration | |||
Liabilities: | |||
Liabilities fair value | [2] | 2,770 | 1,048 |
Level 1 | |||
Assets: | |||
Assets fair value | 14,935 | 14,928 | |
Level 1 | Money Market Funds | |||
Assets: | |||
Assets fair value | [1] | 14,935 | 14,928 |
Level 3 | |||
Liabilities: | |||
Liabilities fair value | 2,770 | 1,048 | |
Level 3 | Contingent Consideration | |||
Liabilities: | |||
Liabilities fair value | [2] | $ 2,770 | $ 1,048 |
[1] | Included in cash and cash equivalents | ||
[2] | Included in other current liabilities |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Fair Value Disclosures [Abstract] | ||||
Balance as of December 31, 2014 | $ 1,048 | |||
Change in fair value | $ (2,076) | $ 0 | (1,722) | $ 0 |
Balance as of June 30, 2015 | $ 2,770 | $ 2,770 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Fair Value Disclosures [Abstract] | ||||
Change in fair value of contingent consideration | $ 2,076 | $ 0 | $ 1,722 | $ 0 |
Allowance for Doubtful Accoun31
Allowance for Doubtful Accounts - Summary of Activity in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Receivables [Abstract] | ||||
Balance at beginning of period | $ 407 | $ 347 | $ 408 | $ 332 |
Bad debt expense (credit) | (43) | 65 | (34) | 79 |
Recoveries (write-offs), net | (119) | (12) | (129) | (11) |
Balance at end of period | $ 245 | $ 400 | $ 245 | $ 400 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, Total | $ 54,789 | $ 52,154 |
Accumulated depreciation and amortization | (34,645) | (28,783) |
Projects in process | 5,808 | 2,028 |
Property and equipment, net | 25,952 | 25,399 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Total | 31,996 | 30,791 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Total | 18,130 | 17,325 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Total | 2,706 | 2,393 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Total | $ 1,957 | $ 1,645 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Property Plant And Equipment [Abstract] | |||||
Depreciation | $ 3.2 | $ 3.3 | $ 6.3 | $ 6.2 | |
Capitalized costs | 0.5 | 0.9 | 0.9 | 2.2 | |
Amortization expense recognized | 2.3 | $ 2 | 4.6 | $ 3.4 | |
Unamortized costs | $ 15.3 | $ 15.3 | $ 19 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Compensation and Benefits (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Payables And Accruals [Abstract] | ||
Bonus | $ 3,878 | $ 6,909 |
Vacation | 2,338 | 2,427 |
Commissions | 2,175 | 3,458 |
Payroll and related expenses | 1,076 | 2,067 |
Accrued compensation and benefits | $ 9,467 | $ 14,861 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Payables And Accruals [Abstract] | ||
Distribution fees | $ 6,229 | $ 5,805 |
Marketing expenses | 2,904 | 3,415 |
Contingent consideration | 2,770 | 1,048 |
Accrued property and equipment | 1,986 | 687 |
Legal and professional fees | 803 | 1,699 |
Deferred rent | 247 | 536 |
Other | 2,940 | 2,600 |
Other current liabilities | $ 17,879 | $ 15,790 |
Goodwill and Intangible Asset36
Goodwill and Intangible Assets - Changes in Carrying Value of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Beginning Balance | $ 29,277 |
Foreign currency translation | 7 |
Ending Balance | $ 29,284 |
Goodwill and Intangible Asset37
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 18,392 | $ 18,356 |
Accumulated Amortization | (8,066) | (6,562) |
Foreign Currency Translation | 26 | 24 |
Net | $ 10,352 | $ 11,818 |
Weighted Average Amortization Period (Years) | 4 years | 4 years |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 7,164 | $ 7,164 |
Accumulated Amortization | (2,629) | (1,978) |
Foreign Currency Translation | 24 | 21 |
Net | $ 4,559 | $ 5,207 |
Weighted Average Amortization Period (Years) | 4 years | 4 years |
Domain Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 5,004 | $ 4,968 |
Accumulated Amortization | (3,127) | (2,836) |
Net | $ 1,877 | $ 2,132 |
Weighted Average Amortization Period (Years) | 4 years | 4 years |
Developed Technologies | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 4,117 | $ 4,117 |
Accumulated Amortization | (1,213) | (834) |
Net | $ 2,904 | $ 3,283 |
Weighted Average Amortization Period (Years) | 4 years | 5 years |
Patents | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 1,050 | $ 1,050 |
Accumulated Amortization | (628) | (570) |
Net | $ 422 | $ 480 |
Weighted Average Amortization Period (Years) | 6 years | 6 years |
Vendor Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 890 | $ 890 |
Accumulated Amortization | (334) | (223) |
Net | $ 556 | $ 667 |
Weighted Average Amortization Period (Years) | 3 years | 3 years |
Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 167 | $ 167 |
Accumulated Amortization | (135) | (121) |
Foreign Currency Translation | 2 | 3 |
Net | $ 34 | $ 49 |
Weighted Average Amortization Period (Years) | 1 year | 2 years |
Goodwill and Intangible Asset38
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Amortization expense of intangible assets | $ 0.7 | $ 0.3 | $ 1.5 | $ 0.6 |
Goodwill and Intangible Asset39
Goodwill and Intangible Assets - Estimated Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2015, remaining six months | $ 1,476 | |
2,016 | 2,814 | |
2,017 | 2,494 | |
2,018 | 2,249 | |
2,019 | 1,213 | |
2020 and beyond | 106 | |
Total estimated amortization expense | $ 10,352 | $ 11,818 |
Debt Obligations - Additional I
Debt Obligations - Additional Information (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |||
May. 31, 2014 | Apr. 30, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2013 | |
Line Of Credit Facility [Line Items] | |||||
Debt obligation | $ 7,500,000 | $ 7,500,000 | |||
Commercial Bank | |||||
Line Of Credit Facility [Line Items] | |||||
Number of days outstanding from original due date to be excluded from revolving credit facility calculation | 60 days | ||||
Commercial Bank | Revolving Credit Facility | |||||
Line Of Credit Facility [Line Items] | |||||
Increased maximum amount available for borrowing | $ 30,000,000 | ||||
Line of credit Facility, alternative maximum amount available for borrowing conditions | an amount equal to 85% of certain eligible accounts, which excludes accounts that are over 60 days outstanding from the original due date. | ||||
Maturity date of line of credit | Sep. 30, 2016 | ||||
Line of credit facility interest at end of the period | 2.375% | ||||
Line of Credit Facility, Interest Rate Description | Interest is charged at a floating interest rate based on the daily three month LIBOR, plus % applicable margin. | ||||
Commitment fee on the unused portion of the revolving credit facility, percentage | 0.25% | ||||
Debt Instrument, Covenant Compliance | As of June 30, 2015, the Company was in compliance with the financial and non-financial covenants under the credit and security agreement | ||||
Commercial Bank | Revolving Credit Facility | Scenario One | |||||
Line Of Credit Facility [Line Items] | |||||
Current maximum amount available for borrowing | $ 25,000,000 | ||||
Commercial Bank | Revolving Credit Facility | Scenario Two | |||||
Line Of Credit Facility [Line Items] | |||||
Line of credit facility current borrowing capacity as percentage of certain eligible accounts | 85.00% | ||||
Commercial Bank | Revolving Credit Facility | LIBOR | |||||
Line Of Credit Facility [Line Items] | |||||
Floating interest rate based on the daily three month LIBOR, plus applicable margin | 2.00% | 2.75% |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | May. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Options granted | 0 | 53,680 | |||
Offering period of employee stock purchase plan | 6 months | ||||
Purchase price of common stock percentage of fair market value | 85.00% | ||||
Issuance of common stock, stock purchase plan, shares | 95,251 | ||||
Shares available for issuance | 1,332,472 | 1,332,472 | |||
Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Initial offering period | initial offering period which commenced in March 2014 and ended in November 2014 | ||||
Stock Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Weighted average grant date fair value | $ 6.72 | $ 6.72 | $ 8.60 | ||
Maximum contribution of base compensation for employee stock purchase plan | 15.00% | ||||
Unrecognized stock based compensation, net of forfeitures | $ 5.7 | $ 5.7 | |||
Unrecognized stock based compensation, amortized weighted average period | 2 years 4 months 24 days | ||||
Restricted Stock Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Fair value of shares vested, total | 1 | $ 0.9 | $ 2.2 | $ 1.9 | |
Unrecognized stock based compensation, net of forfeitures | 63.4 | $ 63.4 | |||
Unrecognized stock based compensation, amortized weighted average period | 3 years 1 month 6 days | ||||
Stock Based Compensation Expense | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Unrecognized stock based compensation, net of forfeitures | $ 69.1 | $ 69.1 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Assumptions Used to Estimate the Fair Value of Stock Options (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected life (in years) | 6 years 29 days | |||
Risk-free interest rate | 2.33% | |||
Volatility | 55.00% | 55.00% | 55.00% | |
Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected life (in years) | 6 months | 7 months 13 days | ||
Risk-free interest rate | 0.08% | 0.08% | ||
Volatility | 63.00% | 55.00% | ||
Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected life (in years) | 5 years 6 months | 5 years 6 months | ||
Risk-free interest rate | 1.82% | 1.82% | ||
Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected life (in years) | 6 years 29 days | 6 years 29 days | ||
Risk-free interest rate | 1.89% | 1.89% |
Stock-Based Compensation - Su43
Stock-Based Compensation - Summary of Stock Option and Restricted Stock Units Award Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | |
Shares Available for Grant | |||
Beginning balance | 1,825,112 | ||
Increase in shares authorized | 3,255,200 | ||
Options granted | (53,680) | ||
Options canceled or expired | 14,562 | ||
RSUs granted | (2,641,120) | ||
RSUs released | (1,233,379) | ||
RSUs canceled or expired | 873,049 | ||
Ending balance | 3,273,123 | 1,825,112 | |
Number of Shares | |||
Beginning balance | 9,494,763 | ||
Options granted | 0 | 53,680 | |
Options exercised | (822,045) | ||
Options canceled or expired | (14,562) | ||
Ending balance | 8,711,836 | 9,494,763 | |
Vested and expected to vest at the end of period | 8,320,312 | ||
Vested and exercisable at the end of period | 6,643,537 | ||
Weighted Average Exercise Price | |||
Weighted Average Exercise Price | $ 7.32 | $ 7 | |
Options granted | 13.04 | ||
Options exercised | 3.89 | ||
Options canceled or expired | 7.73 | ||
Vested and expected to vest at the end of period | 7.06 | ||
Vested and exercisable at the end of period | $ 5.48 | ||
Weighted Average Remaining Contractual Term (Years) / Aggregate Intrinsic Value | |||
Weighted Average Remaining Contractual Term (Years) | 6 years 2 months 9 days | 6 years 6 months 26 days | |
Vested and expected to vest at the end of period | 6 years 1 month 6 days | ||
Vested and exercisable at the end of period | 5 years 6 months 26 days | ||
Aggregate Intrinsic Value | $ 45,201 | $ 107,913 | |
Options exercised | 7,828 | ||
Vested and expected to vest at the end of period | 44,375 | ||
Vested and exercisable at the end of period | $ 45,201 | ||
Restricted Stock Units, Number of Shares | |||
Beginning balance | 6,809,415 | ||
RSUs granted | 2,641,120 | ||
RSUs released | (1,233,379) | ||
RSUs canceled or expired | (873,049) | ||
Ending balance | 7,344,107 | 6,809,415 | |
Weighted Average Grant Date Fair Value | |||
Weighted Average Grant Date Fair Value | $ 13.31 | $ 12.66 | |
RSUs granted | 14.22 | ||
RSUs released | 11.93 | ||
RSUs canceled or expired | $ 13.83 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | $ 8,507 | $ 6,661 | $ 17,439 | $ 21,253 |
Cost of Revenues | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | 433 | 523 | 882 | 2,100 |
Sales and Marketing | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | 3,432 | 1,284 | 6,373 | 5,401 |
Research and Development | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | 2,266 | 1,760 | 5,050 | 7,270 |
General and Administrative | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | $ 2,376 | $ 3,094 | $ 5,134 | $ 6,482 |
Common Stock Repurchases - Addi
Common Stock Repurchases - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Feb. 28, 2015 | |
Common Stock Repurchases [Line Items] | |||||
Aggregate cost of shares repurchased | $ 30,000 | $ 2,082,000 | |||
Number of shares repurchased | 3,000 | 0 | 212,300 | 0 | |
Maximum | |||||
Common Stock Repurchases [Line Items] | |||||
Repurchase of authorized common stock | $ 50,000,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Provision for (benefit from) income taxes | $ (571) | $ 0 | $ (379) | $ (244) |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Computation of Basic and Diluted Net Loss per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (9,342) | $ (6,897) | $ (13,343) | $ (20,939) |
Weighted-average number of common shares used in computing net loss per share attributable to common stockholders, basic and diluted | 82,980 | 77,549 | 82,575 | 56,161 |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.11) | $ (0.09) | $ (0.16) | $ (0.37) |
Net Loss per Share - Schedule48
Net Loss per Share - Schedule of Outstanding Common Equivalent Shares Excluded from Computation of Diluted Net Loss per Share Attributable to Common Stockholders (Details) - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Outstanding common equivalent shares | 16,163 | 18,694 |
Stock Options and ESPP | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Outstanding common equivalent shares | 8,819 | 11,349 |
Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Outstanding common equivalent shares | 7,344 | 7,345 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - Jun. 30, 2015 - USD ($) $ in Millions | Total |
Commitments And Contingencies [Line Items] | |
Loss Contingency, Lawsuit Filing Date | On March 11, 2015, a putative stockholder class action lawsuit was filed against us, the members of our board of directors, certain of our executive officers and the underwriters of our initial public offering (“IPO”): Nguyen v. Coupons.com Incorporated, Case No. CGC-15-544654 (California Superior Court, San Francisco County). The complaint asserts claims under the Securities Act and seeks unspecified damages and other relief on behalf of a putative class of persons and entities who purchased stock pursuant or traceable to the registration statement and prospectus for our IPO. Plaintiff Nguyen requested and obtained a dismissal without prejudice of his San Francisco action and filed another complaint with substantially the same allegations in the Santa Clara County Superior Court, Nguyen v. Coupons.com Incorporated, Case No. 1-15-CV-278777 (California Superior Court, Santa Clara County) (Mar. 30, 2015). Three other complaints with substantially the same allegations have also been filed: O’Donnell v. Coupons.com Incorporated, Case No. 1-15-CV-278399 (California Superior Court, Santa Clara County) (Mar. 20, 2015); So v. Coupons.com Incorporated, Case No. 1-15-CV-278774 (California Superior Court, Santa Clara County) (Mar. 30, 2015); and Silverberg v. Coupons.com Incorporated, Case No. 1-15-CV-278891 (California Superior Court, Santa Clara County) (Apr. 2, 2015). On May 7, 2015, the Santa Clara court consolidated the Nguyen, So and Silverberg actions with the O’Donnell action |
Marketing Arrangements | |
Commitments And Contingencies [Line Items] | |
Long-term commitments | $ 7.2 |
Service Agreements | |
Commitments And Contingencies [Line Items] | |
Initial non-refundable payments under service agreements | 8.9 |
Remaining non-refundable obligation under service agreements | $ 5.2 |
Minimum | |
Commitments And Contingencies [Line Items] | |
Term of noncancelable operating lease | 1 year |
Minimum | Marketing Arrangements | |
Commitments And Contingencies [Line Items] | |
Period of long-term commitments | 2,017 |
Maximum | |
Commitments And Contingencies [Line Items] | |
Term of noncancelable operating lease | 5 years |
Maximum | Marketing Arrangements | |
Commitments And Contingencies [Line Items] | |
Period of long-term commitments | 2,034 |
Commitments and Contingencies50
Commitments and Contingencies - Minimum Payments Under Non-Cancelable Operating and Capital Leases (Details) $ in Thousands | Jun. 30, 2015USD ($) |
Operating Leases | |
2015, remaining six months | $ 1,768 |
2,016 | 3,577 |
2,017 | 1,524 |
2,018 | 1,478 |
2,019 | 1,460 |
2020 and thereafter | 1,352 |
Total minimum payments | 11,159 |
Capital Leases | |
2015, remaining six months | 34 |
2,016 | 52 |
2,017 | 22 |
2,018 | 18 |
2,019 | 1 |
Total minimum payments | 127 |
Less: Amount representing interest | 8 |
Present value of capital lease obligations | 119 |
Less: Current portion | 57 |
Capital lease obligation, net of current portion | $ 62 |