Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 01, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | QUOT | ||
Entity Registrant Name | Quotient Technology Inc. | ||
Entity Central Index Key | 1,115,128 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 404.8 | ||
Entity Common Stock, Shares Outstanding | 82,268,024 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 134,947,000 | $ 201,075,000 |
Short-term investments | 25,000,000 | |
Accounts receivable, net of allowance for doubtful accounts of $833 and $408 at December 31, 2015 and 2014, respectively | 63,239,000 | 51,061,000 |
Deferred tax assets | 457,000 | |
Prepaid expenses and other current assets | 5,297,000 | 3,712,000 |
Total current assets | 228,483,000 | 256,305,000 |
Property and equipment, net | 25,128,000 | 25,399,000 |
Intangible assets, net | 14,880,000 | 11,818,000 |
Goodwill | 43,895,000 | 29,277,000 |
Other assets | 8,685,000 | 9,008,000 |
Total assets | 321,071,000 | 331,807,000 |
Current liabilities: | ||
Accounts payable | 8,187,000 | 6,358,000 |
Accrued compensation and benefits | 15,237,000 | 14,861,000 |
Other current liabilities | 20,170,000 | 16,530,000 |
Deferred revenues | 7,342,000 | 6,219,000 |
Debt obligations | 0 | 7,500,000 |
Total current liabilities | 50,936,000 | 51,468,000 |
Other non-current liabilities | 5,000 | 89,000 |
Deferred rent | 701,000 | 738,000 |
Contingent consideration related to acquisitions | 1,407,000 | |
Deferred tax liabilities | 2,532,000 | 2,624,000 |
Total liabilities | $ 55,581,000 | $ 54,919,000 |
Commitments and contingencies (Note 14) | ||
Stockholders’ equity (deficit): | ||
Preferred stock, $0.00001 par value—10,000,000 shares authorized and no shares issued or outstanding at December 31, 2015 and 2014 | ||
Common stock, $0.00001 par value—250,000,000 shares authorized, 89,935,381 shares issued and 81,995,286 outstanding at December 31, 2015; 250,000,000 shares authorized, 86,224,920 shares issued and 81,380,014 outstanding at December 31, 2014 | $ 1,000 | $ 1,000 |
Additional paid-in capital | 570,588,000 | 531,018,000 |
Treasury stock, at cost | (85,427,000) | (61,935,000) |
Accumulated other comprehensive loss | (747,000) | (1,000) |
Accumulated deficit | (218,925,000) | (192,195,000) |
Total stockholders’ equity | 265,490,000 | 276,888,000 |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | $ 321,071,000 | $ 331,807,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 833 | $ 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 | 89,935,381 | 86,224,920 |
Common stock, shares outstanding | 81,995,286 | 81,380,014 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Revenues | $ 237,309,000 | $ 221,761,000 | $ 167,892,000 |
Costs and expenses: | |||
Cost of revenues | 92,203,000 | 86,186,000 | 52,080,000 |
Sales and marketing | 92,454,000 | 78,865,000 | 61,793,000 |
Research and development | 48,367,000 | 49,583,000 | 40,102,000 |
General and administrative | 34,833,000 | 33,392,000 | 24,232,000 |
Change in fair value of contingent consideration | 1,231,000 | (5,741,000) | |
Total costs and expenses | 269,088,000 | 242,285,000 | 178,207,000 |
Loss from operations | (31,779,000) | (20,524,000) | (10,315,000) |
Interest expense | (290,000) | (922,000) | (953,000) |
Gain on sale of a right to use a web domain name | 4,800,000 | ||
Other income (expense), net | (22,000) | (72,000) | 19,000 |
Loss before income taxes | (27,291,000) | (21,518,000) | (11,249,000) |
Provision for (benefit from) income taxes | (561,000) | 1,926,000 | 0 |
Net loss | $ (26,730,000) | $ (23,444,000) | $ (11,249,000) |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.32) | $ (0.35) | $ (0.57) |
Weighted-average number of common shares used in computing net loss per share attributable to common stockholders, basic and diluted | 82,807 | 67,828 | 19,626 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (26,730) | $ (23,444) | $ (11,249) |
Other comprehensive loss: | |||
Foreign currency translation adjustments | (746) | (38) | (3) |
Comprehensive loss | $ (27,476) | $ (23,482) | $ (11,252) |
CONSOLIDATED STATEMENTS OF REDE
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Redeemable Convertible Preferred Stock |
Balance at Dec. 31, 2012 | $ (200,382) | $ 19,015 | $ (61,935) | $ 40 | $ (157,502) | $ 270,262 | |
Balance in shares at Dec. 31, 2012 | 18,463,526 | 4,844,906 | 41,529,721 | ||||
Exercise of employee stock options | $ 3,661 | 3,661 | |||||
Exercise of employee stock options, shares | 2,328,229 | 2,328,229 | |||||
Vesting of early exercised stock options | $ 48 | 48 | |||||
Exercise of warrant | 498 | 498 | |||||
Exercise of warrant, shares | 297,545 | ||||||
Stock-based compensation | 5,181 | 5,181 | |||||
Other comprehensive loss | (3) | (3) | |||||
Net loss | (11,249) | (11,249) | |||||
Balance at Dec. 31, 2013 | (202,246) | 28,403 | $ (61,935) | 37 | (168,751) | $ 270,262 | |
Balance in shares at Dec. 31, 2013 | 21,089,300 | 4,844,906 | 41,529,721 | ||||
Exercise of employee stock options | $ 8,244 | 8,244 | |||||
Exercise of employee stock options, shares | 3,149,166 | 3,149,166 | |||||
Vesting of restricted stock units | 1,913,724 | ||||||
Issuance of common stock, stock purchase plan | $ 2,343 | 2,343 | |||||
Issuance of common stock, stock purchase plan, shares | 172,277 | ||||||
Exercise of warrant | 1,610 | 1,610 | |||||
Exercise of warrant, shares | 400,000 | ||||||
Issuance of common stock, acquisition | 10,050 | 10,050 | |||||
Issuance of common stock, acquisition, shares | 1,000,040 | ||||||
Issuance of common stock from initial public offering, net of offering costs | 174,305 | 174,305 | |||||
Issuance of common stock, initial public offering, shares | 12,075,000 | ||||||
Conversion of preferred stock to common stock | 270,262 | $ 1 | 270,261 | $ (270,262) | |||
Conversion of preferred stock to common stock, shares | 41,580,507 | (41,529,721) | |||||
Stock-based compensation | $ 35,802 | 35,802 | |||||
Repurchases of common stock, Shares | 0 | ||||||
Other comprehensive loss | $ (38) | (38) | |||||
Net loss | (23,444) | (23,444) | |||||
Balance at Dec. 31, 2014 | 276,888 | $ 1 | 531,018 | $ (61,935) | (1) | (192,195) | |
Balance in shares at Dec. 31, 2014 | 81,380,014 | 4,844,906 | |||||
Exercise of employee stock options | $ 4,081 | 4,081 | |||||
Exercise of employee stock options, shares | 1,232,184 | 1,232,184 | |||||
Vesting of restricted stock units | 2,006,143 | ||||||
Issuance of common stock, stock purchase plan | $ 1,599 | 1,599 | |||||
Issuance of common stock, stock purchase plan, shares | 193,495 | ||||||
Issuance of common stock, acquisition | 1,544 | 1,544 | |||||
Issuance of common stock, acquisition, shares | 278,639 | ||||||
Stock-based compensation | 32,346 | 32,346 | |||||
Repurchases of common stock | $ (23,492) | $ (23,492) | |||||
Repurchases of common stock, Shares | (3,095,189) | (3,095,189) | 3,095,189 | ||||
Other comprehensive loss | $ (746) | (746) | |||||
Net loss | (26,730) | (26,730) | |||||
Balance at Dec. 31, 2015 | $ 265,490 | $ 1 | $ 570,588 | $ (85,427) | $ (747) | $ (218,925) | |
Balance in shares at Dec. 31, 2015 | 81,995,286 | 7,940,095 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Net loss | $ (26,730) | $ (23,444) | $ (11,249) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 16,500 | 14,737 | 6,859 |
Stock-based compensation | 32,346 | 35,510 | 5,181 |
Accretion of debt discount | 173 | 228 | |
Amortization of debt issuance cost | 134 | 77 | 19 |
Gain on sale of a right to use a web domain name | (4,800) | ||
Loss on disposal of property and equipment | 146 | 9 | 1 |
Allowance for doubtful accounts | 680 | 136 | 155 |
Deferred income taxes | (561) | 1,923 | |
Change in fair value of contingent consideration | 1,231 | (5,741) | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (12,792) | (8,863) | (13,129) |
Prepaid expenses and other current assets | (1,231) | (4,086) | (3,780) |
Accounts payable and other current liabilities | 2,967 | 1,155 | (790) |
Accrued compensation and benefits | 146 | 1,104 | 2,402 |
Deferred revenues | 1,189 | (490) | (680) |
Other liabilities | 6 | (742) | 625 |
Net cash provided by (used in) operating activities | 9,231 | 11,458 | (14,158) |
Cash flows from investing activities: | |||
Purchases of property and equipment | (13,170) | (9,580) | (14,474) |
Purchases of intangible assets | (636) | (111) | (11) |
Proceeds from sale of a right to use a web domain name | 4,800 | ||
Acquisitions, net of cash acquired | (16,806) | (13,341) | |
Purchases of short-term investments | (25,000) | ||
Net cash used in investing activities | (50,812) | (23,032) | (14,485) |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock | 5,680 | 10,585 | 3,661 |
Proceeds from initial public offering, net of offering costs | 176,525 | ||
Exercise of warrant | 1,610 | 498 | |
Net (repayment) borrowings under revolving line of credit | (7,500) | 7,500 | |
Payment of deferred offering costs | (2,220) | ||
Repurchases of common stock | (22,695) | ||
Repayment of debt obligations, related party | (15,000) | ||
Principal payments on capital lease obligations | (62) | (58) | (40) |
Other | (177) | ||
Net cash provided by (used in) financing activities | (24,577) | 173,662 | 9,222 |
Effect of exchange rates on cash and cash equivalents | 30 | 15 | (2) |
Net increase (decrease) in cash and cash equivalents | (66,128) | 162,103 | (19,423) |
Cash and cash equivalents at beginning of period | 201,075 | 38,972 | 58,395 |
Cash and cash equivalents at end of period | 134,947 | 201,075 | 38,972 |
Supplemental disclosures of cash flow information | |||
Cash paid for interest | 196 | 1,448 | 56 |
Supplemental disclosures of noncash investing and financing activities | |||
Vesting of early exercised stock options | 48 | ||
Repurchase of common stock not settled | 797 | ||
Issuance of common stock, acquisition | 1,544 | 10,050 | |
Property and equipment acquired under capital leases | 97 | 91 | |
Property and equipment in accounts payable and accrued liabilities | $ 1,365 | $ 1,657 | $ 3,298 |
Background
Background | 12 Months Ended |
Dec. 31, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Background | 1. Background Description of Business Quotient Technology Inc., formerly known as Coupons.com Incorporated, is a provider of digital promotions and media solutions driven by consumer-shopping data. The Company connects consumer packaged goods (CPG) brands and retailers with shoppers by delivering digital promotions and media to shoppers through mobile, web and social channels. Leading brands, as well as leading retailers in the grocery, drug, dollar, club and mass merchandise channels, use its platform to engage shoppers at the critical moments when they are choosing what products to buy and where to shop. The Company’s new corporate name, which became effective October 20, 2015, is designed to better reflect the breadth and sophistication of its business offerings, along with its deepening relationships with Fortune 500 CPGs and retailers. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. 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. Actual results may differ from the Company’s estimates, and such differences may be material to the accompanying consolidated financial statements. Cash, Cash Equivalents and Short-term Investments 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’s short-term investments consists of certificates of deposits with original maturities of greater than three months and remaining maturities less than one year as of the balance sheet date. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at invoiced amounts and do not bear interest. 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 doubtful accounts based upon the expected collectability of its accounts receivable. The allowance is determined based upon specific account identification 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. Equipment leased under capital leases is amortized over the shorter of the lease term or the asset’s estimated useful life. Internal-Use Software Development Costs C osts 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 incurred prior to meeting these criteria together with costs incurred for training and maintenance are expensed as incurred and recorded in research and development expense on the Company’s consolidated statements of operations. Leases Leases meeting certain criteria are accounted for as capital leases. The imputed interest is included in interest expense in the accompanying consolidated statements of operations, and the capitalized value is amortized as part of the Company’s property and equipment, net. Obligations under capital leases are reduced by lease payments, net of imputed interest. All other leases are accounted for as operating leases. When an operating lease contains a predetermined fixed escalation of the minimum rent, or if tenant allowances have been received, the related rent expense is recognized on a straight-line basis over the term of the lease, with the difference between the recognized rent expense and amounts payable under the lease recorded as deferred rent liability. 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 dates. The excess of the consideration transferred over those fair values is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Acquisition related costs are not considered part of the consideration, and are expensed as general and administrative expense as incurred. Goodwill and Intangible Assets, net Intangible assets with a finite life are amortized over their estimated useful lives. Goodwill is tested for impairment at least annually, and more frequently upon the occurrence of certain events. The Company completes its annual impairment test during the fourth quarter of each year. There was no impairment of goodwill for the years ended December 31, 2015, 2014 and 2013. Impairment of Long-Lived Assets 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. Recoverability of assets to be held and used is measured first by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, an impairment loss would be recognized when the carrying amount of the asset exceeds the fair value of the asset. The Company has not recognized any impairment of long-lived assets for the years ended December 31, 2015, 2014 and 2013. 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. Debt obligations are stated at the carrying value as the stated interest rates approximate market rates available to the Company. The Company records money market funds, short-term investments and contingent consideration at fair value. See Note 3 (Fair Value Measurements) Revenue Recognition The Company derives revenues primarily from the set-up and activation of coupons and coupons codes, and digital media services. The Company recognizes revenue when all four of the following criteria are met: · Persuasive evidence of an arrangement exists; · Delivery has occurred or a service has been provided; · Customer fees are fixed or determinable; and · Collection is reasonably assured. Coupons. The Company generates revenues, as consumers select, activate, or redeem a coupon through our platform by either printing it for physical redemption at a retailer or saving it to a retailer loyalty account for automatic digital redemption. In the case of the setup fees, it recognizes revenues proportionally, on a per activation basis, using the number of authorized activations per insertion order, commencing on the date of the first coupon activation. For coupons, the pricing is generally determined on a per unit activation basis. Setup fees charged to customers represent charges for the creation of digital coupons and related activation, tracking and security features. Upfront insertion orders generally include a limit on the number of activations, or times consumers may select a coupon. Coupon Codes . The Company generally generates revenues when a consumer makes a purchase using a coupon code from its platform and completion of the order is reported to the Company. In the same period that the Company recognize revenues for the delivery of coupon codes, it also estimates and record a reserve, based upon historical experience, to provide for end-user cancelations or product returns which may not be reported until a subsequent date. Digital Media - The Company’s media services enable CPGs and retailers to deliver digital media and advertising to promote their brands and products on the Company’s websites and mobile apps, and through the Company’s affiliate publishers and non-publisher third parties. The Company charges a fee for these media campaigns, the pricing of which is based on the advertisement size and position. Related fees are generally billed monthly, based on a per-campaign, per-impression or per-click basis. The Company does not offer rights of refund of previously paid or delivered amounts, rebates, rights of return or price protection. In all instances, the Company limits the amount of revenue recognized to the amounts for which it have the right to bill its’ customers. Gross versus Net Revenue Reporting In the normal course of business and through its distribution network, the Company delivers digital coupons and media on retailers’ websites, through retailers’ loyalty programs, and on the websites of digital publishers. In these situations, the Company generally pays a distribution fee to the retailers or publishers which is included in the Company’s cost of revenues. The determination of whether revenues should be reported on a gross or net basis is based on an assessment of whether the Company is acting as the principal or an agent in the transaction. In determining whether the Company is the principal or an agent, the Company follows the accounting guidance for principal-agent considerations. Because the Company is the primary obligor and is responsible for (i) fulfilling the digital coupon and media delivery, (ii) establishing the selling prices for delivery of the digital coupons and media, and (iii) performing all billing and collection activities including retaining credit risk, the Company has concluded that it is the principal in these arrangements and therefore the Company reports revenues and cost of revenues on a gross basis. Multiple-element Arrangements For arrangements with multiple-deliverables, the Company determines whether each of the individual deliverables qualify as a separate unit of accounting. In order to treat deliverables in a multiple element arrangement as a separate unit of accounting, the deliverable must have standalone value upon delivery. The Company allocates the arrangement fee to all the deliverables (separate units of accounting) using the relative selling price method in accordance with the selling price hierarchy, which includes vendor-specific objective evidence (“VSOE”) if available, third-party evidence (“TPE”) if VSOE is not available and best estimate of selling price (“BESP”) if neither VSOE nor TPE is available. VSOE and TPE do currently not exist for any of the Company’s deliverables. Accordingly, for arrangements with multiple deliverables that can be separated into different units of accounting, the Company allocates the arrangement fee to the separate units of accounting based on BESP. The Company determines BESP for deliverables by considering multiple factors, including, but not limited to, prices it charges for similar offerings, market conditions, competitive landscape and pricing practices. The Company limits the amount of allocable arrangement consideration to amounts that are fixed or determinable and that are not contingent on future performance or future deliverables. Deferred Revenues Deferred revenues consist of coupon setup fees and activation fees that are expected to be recognized upon coupon activations, which generally occurs within the next twelve months. Cost of Revenues Cost of revenues consist primarily of distribution fees, third-party data center costs, personnel costs and depreciation and amortization expense. 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. The personnel costs are primarily attributable to individuals maintaining the Company’s data centers and operations, which initiate, sets up and deliver digital coupon media campaigns. Depreciation and amortization expense includes depreciation of data center equipment and amortization of capitalized internal use software. 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 using the fair value method, which 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 Company recognizes compensation expense net of estimated forfeitures. Equity awards issued to nonemployees are recorded at fair value on their measurement date and are subject to adjustment each period as the awards vest. The fair value of RSUs equals the market value of the Company’s common stock on the date of grant. RSUs granted prior to the Company’s IPO have a contractual term of seven years and vest upon the satisfaction of both a service condition and a liquidity-event condition. The service condition is satisfied as to 25% of the RSUs on each of the first four anniversaries of the vesting commencement date. The liquidity-event condition is satisfied upon the earlier of (i) six months after the effective date of the IPO or (ii) March 15 of the calendar year following the year in which the IPO was declared effective; and (iii) the time immediately prior to the consummation of a change in control. The vesting condition that was satisfied six months following the Company’s IPO did not affect the expense attribution period for the RSUs for which the service condition has been met as of the date of the Company’s IPO. This six-month period was not a substantive service condition and, accordingly, beginning on the effectiveness of the Company’s IPO in March 2014, the Company recognized a cumulative stock-based compensation expense for the portion of the RSUs that had met the service condition as of the date of the Company’s IPO. The Company recognized stock-based compensation expense associated with RSUs of $27.7 million and $29.5 million during the years ended December 31, 2015 and 2014, respectively. RSUs granted on or after the Company’s IPO have similar terms as the RSUs granted prior to the Company’s IPO, but are not subject to a liquidity-event condition in order to vest, and the compensation expense is recognized on a straight-line basis over the applicable service period. 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 $1.4 million, $0.8 million and $1.9 million of advertising costs during the years ended December 31, 2015, 2014 and 2013, respectively. Advertising costs consist primarily of online marketing costs, such as sponsored search, 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. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes 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 income (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 Loss per Share Attributable to Common Stockholders The Company computes its basic and diluted net loss per share attributable to common stockholders using the two-class method required for companies with participating securities. The Company’s basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, less the weighted average unvested common stock subject to repurchase. The diluted net income per share attributable to common stockholders is computed by giving effect to all potentially dilutive common shares equivalents outstanding during the period. The effects of options to purchase common stock, redeemable convertible preferred stock (outstanding prior to the Company’s IPO in March 2014), RSUs, and common stock warrants 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, who is the Chief Executive Officer, reviews the Company’s financial information presented on a consolidated basis for purposes of allocating resources and evaluating our financial performance. There are no segment managers who are held accountable by the chief operating decision maker, 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 a 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 Not Yet Adopted In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09— Revenue from Contracts with Customers (Topic 606), ASU 2015-14 – Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date which defers the effective date of ASU 2014-09 Early adoption is permitted, but not before the original effective date of the amendment, which is the first quarter of 2017. The Company In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-02— Leases (Topic 842). Accounting Pronouncements Adopted In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 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 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. 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, 2015 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 19,948 $ — $ — $ 19,948 Certificate of deposits (2) — 25,000 — 25,000 Total $ 19,948 $ 25,000 $ — $ 44,948 Liabilities: Contingent consideration related to Eckim acquisition (3) $ 2,291 $ — $ — $ 2,291 Contingent consideration related to Shopmium acquisition — — 1,407 1,407 Total $ 2,291 $ — $ 1,407 $ 3,698 (1) Included in cash and cash equivalents (2) Included in short-term investments (3) Included in other current liabilities 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. The valuation technique used to measure the fair value of certificate of deposits included using quoted prices in active markets for similar assets. The fair value of contingent consideration related to Eckim is the result of the earnout period ending for measuring shares issuable based on Eckim achieving certain revenue and profit milestones as of December 31, 2015. The liability was valued based on 335,891 closing stock price per share of $6.82 on December 31, 2015. The fair value of contingent consideration related to Shopmium 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 Shopmium, historical volatility of the Company's stock price and risk-free interest rate. See Note 6 (Acquisitions) The following table represents the change in the contingent consideration (in thousands): Eckim Shopmium Level 3 Level 3 Balance as of December 31, 2014 $ 1,048 $ — Acquisition date fair value measurement — 1,462 Change in fair value 1,243 — Foreign currency translation — (55 ) Transfers out of Level 3 (2,291 ) — Balance as of December 31, 2015 $ — $ 1,407 For the year ended December 31, 2015, the Company recorded a loss of $1.2 million due to the change in fair value of the contingent consideration related to Eckim. The change in fair value of the contingent consideration during the period was primarily driven by Eckim achieving certain revenue and profit milestones, partially offset by the decline in the Company’s common stock price per share. As the contingent consideration relates to Eckim, the liability’s fair value was remeasured with Level 1 inputs by taking the actual number of shares issuable, calculated based on actual revenues and profit achievement, by the Company’s common stock price as of December 31, 2015. Accordingly, the liability was transferred out of Level 3 to Level 1 input category of fair value measurements. |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Allowance for Doubtful Accounts | 4. Allowance for Doubtful Accounts The summary of activities in the allowance for doubtful accounts is as follows (in thousands): Year Ended December 31, 2015 2014 2013 Balance at beginning of period $ 408 $ 332 $ 270 Bad debt expense 680 136 155 Recoveries (write-offs), net (255 ) (60 ) (93 ) Balance at end of period $ 833 $ 408 $ 332 |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 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): December 31, 2015 2014 Software $ 33,139 $ 30,791 Computer equipment 21,186 17,325 Leasehold improvements 4,721 2,393 Furniture and fixtures 1,670 1,645 Total 60,716 52,154 Accumulated depreciation and amortization (39,124 ) (28,783 ) Projects in process 3,536 2,028 Property and equipment, net $ 25,128 $ 25,399 Depreciation and amortization expense of property and equipment was $13.1 million $12.8 million and $5.9 million for the years ended December 31, 2015, 2014 and 2013, respectively. Total depreciation and amortization expense includes computer and other equipment acquired under capital leases of $34,000, $80,000 and $65,000 for the years ended December 31, 2015, 2014 and 2013, respectively. During the years ended December 31, 2015, 2014 and 2013, the Company disposed of equipment with an original cost of $2.9 million, $1.5 million and $0.1 million, resulting in a loss on disposal of $146,000, $9,000 and $1,000 for the years ended December 31, 2015, 2014 and 2013, respectively. In 2012, the Company commenced the development of Retailer iQ. During the years ended Accrued Compensation and Benefits Accrued compensation and benefits consist of the following (in thousands): December 31, 2015 2014 Bonus $ 6,858 $ 6,909 Commissions 3,645 3,458 Vacation 2,118 2,427 Payroll and related expenses 2,616 2,067 Accrued compensation and benefits $ 15,237 $ 14,861 Other Current Liabilities Other current liabilities consist of the following (in thousands): December 31, 2015 2014 Distribution fees $ 8,349 $ 5,805 Marketing expenses 3,336 3,415 Legal and professional fees 745 1,699 Contingent consideration related to acquisition 2,291 1,048 Accrued property and equipment 929 687 Deferred rent 346 536 Other 4,174 3,340 Other current liabilities $ 20,170 $ 16,530 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | 6. Acquisitions On October 30, 2015, the Company acquired all the outstanding shares of Shopmium S.A. (“Shopmium”), a company based in France, and creator of a mobile app for receipt-scanning and cash-back. The total acquisition consideration of $19.5 million consisted of $16.5 million in cash, 278,639 shares of the Company’s common stock with a fair value of $1.5 million or $5.54 per share, and contingent consideration of up to $4.8 million payable in cash with a fair value of $1.5 million. The contingent consideration payout is based on Shopmium achieving certain revenue and profit milestones for the years ended December 31, 2016 and 2017. At the date of acquisition, the contingent consideration’s fair value of $1.5 million was determined using a Monte Carlo simulation. The Company completed the following business combinations during the year ended December 31, 2014: · On October 10, 2014, the Company entered into an asset purchase agreement with Padopolis, Inc. (“Padopolis”), a digital catalog publishing company. Total purchase price for Padopolis was $1.7 million in cash · On August 4, 2014, the Company entered into an asset purchase agreement with Eckim, a company specializing in search engine performance marketing. The total acquisition consideration of $19.3 million consisted of $12.5 million in cash and up to $6.8 million in contingent consideration. The contingent consideration consists of shares of the Company’s common stock. The contingently issuable shares are contingent on Eckim achieving certain revenue and profit milestones by December 31, 2015. The Company estimated the fair value of the contingent consideration using a Monte Carlo simulation. · On January 2, 2014, the Company acquired all the outstanding shares of Yub, Inc. (“Yub”), a company that allows consumers to link digital offers and promotions to payment cards for savings when they use the cards for in-store purchases. The total acquisition consideration of $10.1 million, which consisted of 1,000,040 shares of the Company’s common stock, was based on the fair value of the Company’s common stock of $10.05 per share. The acquisitions provide the Company with customer and vendor relationships, developed technologies, domain names, patents, registered users, trade names and backlog. The fair values of identifiable intangible assets were determined using discounted cash flow models. The excess of the consideration paid over the fair value of the net tangible assets and identifiable intangible assets acquired is recorded as goodwill. The goodwill is attributable to expected synergies from combined operations and the acquired companies’ knowhow. Assets acquired and liabilities assumed were recorded at their fair values as of the respective acquisition dates. The following table summarizes the consideration paid for each acquisition and the related fair values of the assets acquired and liabilities assumed (in thousands): Acquisition Consideration Net Tangible Assets Acquired/ (Liabilities Assumed) Identifiable Intangible Assets Goodwill Goodwill Deductible for Taxes Acquisition Related Expenses (2) Shopmium $ 19,461 $ (1,383 ) $ 5,803 $ 15,041 Not $ 333 Padopolis 1,700 — 896 804 Deductible 166 Eckim 19,289 — 8,636 10,653 Deductible (1) 288 Yub 10,050 (241 ) 2,320 7,971 Not 376 $ 50,500 $ (1,624 ) $ 17,655 $ 34,469 $ 1,163 (1) Subject to final settlement of the contingent consideration (2) Expensed as general and administrative The following table sets forth each component of identifiable intangible assets acquired in connection with the acquisitions: (in thousands): Shopmium Padopolis Eckim Yub Total Estimated Useful Life (in Years) Developed technologies $ 3,343 $ 596 $ 2,233 $ 692 $ 6,864 5 Customer relationships 1,696 184 4,752 176 6,808 5 Vendor relationships - — — 890 890 4 Domain names 344 116 1,651 487 2,598 5 Registered users 420 — — — 420 4 Patents — — — 75 75 5 Total identifiable intangible assets $ 5,803 $ 896 $ 8,636 $ 2,320 $ 17,655 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, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 7. 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 changes in the carrying value of goodwill are as follows (in thousands): Goodwill Balance as of December 31, 2013 $ 9,887 Acquisitions 19,428 Foreign currency translation (38 ) Balance as of December 31, 2014 29,277 Acquisition 15,041 Foreign currency translation (423 ) Balance as of December 31, 2015 $ 43,895 Intangible assets consist of the following (in thousands): December 31, 2015 Gross Accumulated Amortization Foreign Currency Translation December 31, 2015 Net Weighted Average Amortization Period (Years) Customer relationships $ 8,860 $ (3,345 ) $ (36 ) $ 5,479 4 Developed technologies 7,460 (1,709 ) (89 ) 5,662 4 Domain names 5,948 (3,419 ) (9 ) 2,520 3 Patents 1,050 (686 ) — 364 6 Vendor relationships 890 (445 ) — 445 2 Registered users 420 (18 ) (11 ) 391 3 Trade names 167 (149 ) 1 19 1 $ 24,795 $ (9,771 ) $ (144 ) $ 14,880 4 As of December 31, 2015, 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. 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 $3.4 million, $2.0 million and $0.9 million for the years ended December 31, 2015, 2014 and 2013, respectively. Estimated amortization expense related to intangible assets is as follows (in thousands): Total 2016 $ 4,033 2017 3,725 2018 3,447 2019 2,344 2020 and beyond 978 Total estimated amortization expense $ 14,527 |
Debt Obligations
Debt Obligations | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt Obligations | 8. Debt Obligations 2013 Credit and Security Agreement 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 an 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. As of December 31, 2014, $7.5 million was outstanding under the revolving line of credit. During the year ended December 31, 2015, the Company terminated the line of credit and paid off the balance in full. As of December 31, 2015, there were no amounts outstanding or available under the line of credit. 2012 Note Payable, Related Party In October 2012, the Company borrowed $15.0 million from one of its stockholders by entering into a subordinated note arrangement. The note was subordinated to other senior debt. The note had a stated interest rate of 4.00% per annum, and the principal and accrued interest were due in a lump-sum payment on October 5, 2014. Accrued interest related to the related party debt obligation was included in debt obligations, related party on the accompanying consolidated balance sheets. The note was fully repaid in August 2014. In connection with the note, the Company issued a warrant to purchase 400,000 shares of Company’s common stock at an exercise price of $4.03 per share. In February 2014, the warrant to purchase 400,000 shares of common stock was exercised. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 9. 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 2000 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. 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. 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 on the date of grant for the periods presented using the following assumptions: Year Ended December 31, 2015 2014 2013 Expected life (in years) 5.50 to 6.08 6.08 6.08 Risk-free interest rate 1.67% to 1.89% 2.33% 1.09% Volatility 55% to 60% 55% 51% to 53% Dividend yield — — — The weighted-average grant-date fair value of options granted was $5.50, $8.60 and $3.05 per share during the years ended December 31, 2015, 2014 and 2013, respectively. 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. A summary of the Company’s stock option and RSUs award activity under the Plans is as follows: Options Outstanding RSUs Outstanding Shares Available for Grant Number Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Number of Shares Weighted Average Grant Date Fair Value Balance as of December 31, 2012 6,641,274 12,373,646 $ 3.20 6.81 $ 16,550 2,505,489 $ 5.59 Options granted (3,709,567 ) 3,709,567 12.14 Options exercised — (2,328,229 ) 4.57 9,626 Options canceled or expired 1,119,277 (1,119,277 ) 6.03 RSUs granted (2,530,542 ) 2,530,542 5.54 RSUs canceled or expired 514,840 (514,840 ) 5.33 Balance as of December 31, 2013 2,035,282 12,635,707 5.87 7.02 68,944 4,521,191 5.59 Increase in shares authorized 4,000,000 — Options granted (46,875 ) 46,875 16.00 Options exercised — (3,149,166 ) 2.62 33,704 Options canceled or expired 38,653 (38,653 ) 6.20 RSUs granted (4,796,559 ) 4,796,559 16.49 RSUs released — (1,913,724 ) 5.66 RSUs canceled or expired 594,611 (594,611 ) 10.12 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 (328,680 ) 328,680 10.05 Options exercised — (1,232,184 ) 3.31 10,246 Options canceled or expired 121,593 (121,593 ) 9.35 RSUs granted (3,673,053 ) 3,673,053 12.43 RSUs released — (2,006,893 ) 11.64 RSUs canceled or expired 1,689,129 (1,689,129 ) 12.80 Balance as of December 31, 2015 2,889,301 8,469,666 $ 7.62 5.91 $ 19,231 6,786,446 $ 13.14 Vested and expected to vest as of December 31, 2015 8,121,852 $ 7.38 5.82 $ 19,103 Vested and exercisable as of December 31, 2015 6,650,703 $ 6.10 5.32 $ 18,656 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, 2015, 2014 and 2013 was $3.8 million, $5.7 million and $5.1 million, respectively. Additional information for options outstanding and exercisable as of December 31, 2015 is as follows: Options Outstanding Options Exercisable Weighted Weighted Weighted Remaining Average Average Number of Contractual Exercise Number of Exercise Exercise Prices Shares (Years) Price Shares Price $ 0.14 - $ 0.28 1,479,099 $ 2.50 $ 0.21 1,479,099 $ 0.21 $ 0.37 - $ 0.46 15,100 3.67 0.38 15,100 0.38 $ 3.67 - $ 5.74 3,449,590 5.56 4.11 3,224,620 4.10 $ 8.64 - $16.26 2,725,877 7.66 11.01 1,515,216 10.98 $25.00 800,000 $ 7.87 $ 25.00 416,668 $ 25.00 8,469,666 6,650,703 Employee Stock Purchase Plan The Company’s Board of Directors adopted the 2014 Employee Stock Purchase Plan (“ESPP”), which became effective in March 2014, pursuant to which 1,200,000 shares of common stock was reserved for future issuance. In addition, 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, 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: Year Ended December 31, 2015 2014 Expected life (in years) 0.50 0.49 to 0.62 Risk-free interest rate 0.08% to 0.33% 0.07% to 0.08% Volatility 63% to 72% 55% to 70% Dividend yield — — As of December 2015, a total of 193,495 shares of common stock was issued under the ESPP. As of December 31, 2015, a total of 1,234,228 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 consolidated statements of operations (in thousands): Year Ended December 31, 2015 2014 2013 Cost of revenues $ 1,728 $ 3,086 $ 300 Sales and marketing 10,658 9,464 1,492 Research and development 9,680 11,536 1,015 General and administrative 10,280 11,424 2,374 Total stock-based compensation expense $ 32,346 $ 35,510 $ 5,181 As of December 31, 2015, there was $56.0 million unrecognized stock-based compensation expense (net of estimated forfeitures), of which $5.4 million is related to stock options and ESPP and $50.6 million is related to RSUs. The total unrecognized stock-based compensation expense related to stock options and ESPP as of December 31, 2015 will be amortized over a weighted-average period of 2.2 years. The total unrecognized stock-based compensation expense related to RSUs as of December 31, 2015 will be amortized over a weighted-average period of 2.8 years. The amount of stock-based compensation cost capitalized in property and equipment, net on the accompanying consolidated balance sheets was immaterial for all periods presented. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2015 | |
Temporary Equity Disclosure [Abstract] | |
Redeemable Convertible Preferred Stock | 10. Redeemable Convertible Preferred Stock Immediately prior to the completion of the Company’s IPO in March 2014, all of the Company’s outstanding redeemable convertible preferred stock automatically converted into 41,580,507 shares of common stock, therefore no shares of preferred stock was outstanding following the closing of the Company’s IPO. As the deemed liquidation preference was not solely within the control of the Company, the redeemable convertible preferred stock was presented outside of stockholders’ equity (deficit) on the accompanying consolidated statements of convertible preferred stock and stockholders’ equity (deficit). |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity (Deficit) | 11. Stockholders’ Equity (Deficit) 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 year 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 Subject to Repurchase The Company’s equity plan allows certain employees to exercise options prior to vesting. The Company has the right to repurchase any issued but unvested common shares upon termination of service of an employee, at the original purchase price. The consideration received by the Company upon exercise of an unvested option is considered to be a deposit of the exercise price, and the related dollar amount is recorded as a liability. This liability is reclassified to stockholders’ equity (deficit) on a ratable basis as the award vests. The Company had no liability at December 31, 2015, 2014 and 2013 related to unvested exercised options. 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. Stock repurchases may be made from time-to-time in open market transactions or privately negotiated transactions. The timing of any repurchases and the actual number of shares repurchased will depend on a variety of factors. The Company may suspend, modify or terminate this repurchase program at any time without prior notice. During the year ended December 31, 2015, a total of 3,095,189 shares were repurchased at an aggregate cost of $23.5 million. D uring the year ended December 31, 2014, o shares of our common stock were repurchased. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The components of the Company’s loss before provision for (benefit from) income taxes were as follows (in thousands): Year Ended December 31, 2015 2014 2013 Domestic $ 25,385 $ 20,753 $ 9,972 Foreign 1,906 765 1,277 Total $ 27,291 $ 21,518 $ 11,249 The components of the provision for (benefit from) income taxes are as follows (in thousands): Year Ended December 31, 2015 2014 2013 Current: Federal $ — $ — $ — State 2 3 — Foreign 91 — — Total current income tax expense (benefit) 93 3 — Deferred: Federal (317 ) 1,764 — State (23 ) 159 — Foreign (314 ) — — Total deferred income tax expense (benefit) (654 ) 1,923 — Total $ (561 ) $ 1,926 $ — A reconciliation of the federal statutory income tax rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2015 2014 2013 Federal tax (34.00 %) (34.00 %) (34.00 %) State income tax, net of federal tax benefit (0.08 %) 0.54 % 0.05 % Tax credits (4.60 %) 0.00 % 0.00 % Valuation allowance, net 33.22 % 36.09 % 18.70 % Stock-based compensation 0.67 % 3.10 % 10.12 % Foreign income taxes at other than U.S. rates 1.56 % 1.21 % 3.86 % Other 1.17 % 2.01 % 1.27 % Effective tax rate (2.06 %) 8.95 % (0.00 %) The Company recorded a benefit from income taxes of $0.6 million for the year ended December 31, 2015 and a provision for income taxes of $1.9 million and $0 for the years ended December 31, 2014 and 2013, respectively. The benefit from income taxes for the year ended December 31, 2015 was primarily attributable to a decrease in deferred tax liabilities that arose from a gain the Company recorded from the change in the fair value of contingent consideration related the Eckim acquisition and net foreign tax benefit, partially offset by state income taxes. The provision for income taxes for the year ended December 31, 2014 was primarily attributable to the recognition of deferred tax liabilities that arose from the gain the Company recorded from a change in the fair value of contingent consideration related to the Eckim acquisition. There was no provision or benefit recorded for the year ended December 31, 2013 due to the valuation allowance recorded against substantially all of our deferred tax assets. Undistributed earnings of $0.5 million of the Company’s foreign subsidiaries are considered to be indefinitely reinvested and, accordingly, no provision for federal and state income taxes have been provided thereon. The Company intends to reinvest these earnings indefinitely in its foreign subsidiaries. If these earnings were distributed to the United States in the form of dividends or otherwise or if the shares of the relevant foreign subsidiaries were sold or otherwise transferred, the Company would be subject to additional U.S. income taxes (subject to adjustment for foreign tax credits) and foreign withholding taxes. Determination of the amount of unrecognized deferred income tax liability related to these earnings is not practical. 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 qualifies for an income tax holiday, for tax years 2014 through 2019. A portion of these tax incentives will expire at the beginning of 2020. The Company recognizes a benefit from stock-based compensation as additional paid-in capital if an incremental tax benefit is realized by following the with-and-without approach. In addition, the indirect effects of stock-based compensation deductions are not considered in the income tax provision for purposes of measuring the excess tax benefit at settlement of awards. The components of the Company’s deferred tax assets and liabilities are as follows (in thousands): Year Ended December 31, 2015 2014 Deferred tax assets: Credits and net operating loss carryforward $ 73,012 $ 57,524 Accrued compensation 3,197 3,441 Deferred revenues 114 113 Stock based compensation 10,317 9,420 Property and equipment (1,588 ) 906 Other deferred tax assets 1,419 1,605 Total deferred tax assets 86,471 73,009 Valuation allowance (85,835 ) (67,450 ) Deferred tax liabilities: Basis difference on purchased intangible assets 1,526 5,603 Other deferred tax liabilities 1,642 2,123 Total deferred tax liabilities 3,168 7,726 Net deferred tax assets (liabilities) $ (2,532 ) $ (2,167 ) Other deferred tax assets and liabilities are primarily comprised of the tax effects of accounts receivable reserves, sales allowances and change in fair value of contingent consideration. As of December 31, 2015 and 2014, the Company had gross deferred tax assets of $86.5 million and $73.0 million, respectively. The Company also had deferred tax liabilities of $3.2 million and $7.7 million as of December 31, 2015 and 2014, 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 $18.4 million and $8.6 million for the years ended December 31, 2015 and 2014, respectively. As of December 31, 2015, the Company had federal net operating loss carryforwards of approximately $218.8 million which will begin to expire in 2018. The Company had state net operating loss carryforwards of approximately $212.2 million which will begin to expire in 2016. Federal net operating loss carryforwards of $68.0 million and $55.0 million at December 31, 2015 and 2014, respectively, represent deductions from stock-based compensation for which a benefit would be recorded in additional paid-in capital when it reduces income taxes payable. As of December 31, 2015, the Company has research credit carryforwards for federal income tax purposes of approximately $9.6 million which will begin to expire in the year 2031. The Company also had state net research credit carryforwards for income tax purposes of approximately $9.4 million which can be carried forward indefinitely. A reconciliation of the gross unrecognized tax benefit is as follows (in thousands): Year Ended December 31, 2015 2014 2013 Unrecognized tax benefit - beginning balance $ 1,366 $ 813 $ 285 Increases for tax positions taken in prior years 5,611 553 271 Increases for tax positions taken in current year 1,782 — 257 Unrecognized tax benefit - ending balance $ 8,759 $ 1,366 $ 813 As of December 31, 2015, the Company has unrecognized tax benefits of $5.5 million if realized would not affect the Company’s effective tax rate as 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 is to recognize interest and penalties related to income tax matters in income tax expense. As of December 31, 2015 and 2014, 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, 2015 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. |
Net Income (Loss) per Share
Net Income (Loss) per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share | 13. 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 attributable to common stockholders is as follows (in thousands, except per share data): Year Ended December 31, 2015 2014 2013 Net loss $ (26,730 ) $ (23,444 ) $ (11,249 ) Weighted-average number of common shares used in computing net loss per share attributable to common stockholders, basic and diluted 82,807 67,828 19,626 Net loss per share attributable to common stockholders, basic and diluted $ (0.32 ) $ (0.35 ) $ (0.57 ) 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): Year Ended December 31, 2015 2014 2013 Redeemable convertible preferred stock — — 41,581 Warrants — — 544 Stock options and ESPP 8,575 9,587 11,938 Restricted stock units 6,786 6,809 3,680 15,361 16,396 57,743 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Leases The Company leases office space under noncancelable operating leases with lease terms ranging from one to five years. Additionally, the Company leases certain equipment under noncancelable operating leases at its facilities and its leased data center operations. Rent expense was $3.1 million, $2.7 million and $2.7 million for the years ended December 31, 2015, 2014 and 2013, respectively. Aggregate Future Contractual Obligations and Lease Commitments As of December 31, 2015, the Company’s unconditional purchase commitments and minimum payments under its noncancelable operating and capital leases are as follows (in thousands): Operating Leases Capital Leases 2016 $ 3,717 $ 52 2017 1,665 22 2018 1,584 18 2019 1,460 1 2020 1,352 — 2021 and thereafter — — Total minimum payments $ 9,778 $ 93 Less: Amount representing interest 5 Present value of capital lease obligations 88 Less: Current portion 48 Capital lease obligation, net of current portion $ 40 Other Future Commitments The Company has an unconditional purchase commitment for the years 2016 to 2034 in the amount of $7.2 million for marketing arrangements relating to the purchase of a 20-year suite license for a professional sports team which it uses for sales and marketing purposes. The Company entered into service agreements under which the Company is obligated to prepay non-refundable revenue share payments up to $3.4 million over three years or earlier upon achievement of certain milestones. As of December 31, 2015, the Company has a remaining non-refundable prepayment balance of $7.5 million recorded in other assets on the consolidated balance sheet relating to these service agreements. The prepayments will be recognized as cost of revenues over the related service period. The unamortized balance are included in other assets on the accompanying 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. 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 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 will record 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. 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 IPO: Nguyen v. Coupons.com Incorporated, 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. The Court sustained defendants’ demurrer to the consolidated complaint with leave to amend. On December 14, 2015, plaintiffs filed an amended consolidated complaint. On January 28, 2016, defendants filed a demurrer to the amended consolidated complaint. we believe that the potential for liability for the above claims is remote. 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 December 31, 2015 and 2014. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2015 | |
Defined Contribution Pension And Other Postretirement Plans Disclosure [Abstract] | |
Employee Benefit Plan | 15. Employee Benefit Plan The Company maintains a defined-contribution plan 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 fully after four years of continuous employment. The Company’s matching contribution expense was $1.6 million, $1.5 million and $1.3 million for the years ended December 31, 2015, 2014 and 2013, respectively. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2015 | |
Risks And Uncertainties [Abstract] | |
Concentrations | 16. Concentrations Customers with an accounts receivable balance of 10% or greater of the total accounts receivable are as follows: December 31, 2015 2014 Customer A 13 % 19 % Customers with 10% or more of revenues during the periods presented are as follows: December 31, 2015 2014 2013 Customer A 14 % 14 % * * Less than 10% |
Information About Geographic Ar
Information About Geographic Areas | 12 Months Ended |
Dec. 31, 2015 | |
Segments Geographical Areas [Abstract] | |
Information About Geographic Areas | 17. 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 consolidated financial statements taken as a whole. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events Stock Repurchase Program In February 2016, the Company’s Board of Directors authorized the repurchase of up to $50.0 million of the Company’s common stock through February 2017. Stock repurchases may be made from time-to-time in open market transactions or privately negotiated transactions. The timing of any repurchases and the actual number of shares repurchased will depend on a variety of factors. The Company may suspend, modify or terminate this repurchase program at any time without prior notice. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
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. Actual results may differ from the Company’s estimates, and such differences may be material to the accompanying consolidated financial statements. |
Cash, Cash Equivalents and Short-term Investments | Cash, Cash Equivalents and Short-term Investments 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’s short-term investments consists of certificates of deposits with original maturities of greater than three months and remaining maturities less than one year as of the balance sheet date. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at invoiced amounts and do not bear interest. 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 doubtful accounts based upon the expected collectability of its accounts receivable. The allowance is determined based upon specific account identification |
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. Equipment leased under capital leases is amortized over the shorter of the lease term or the asset’s estimated useful life. |
Internal-Use Software Development Costs | Internal-Use Software Development Costs C osts 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 incurred prior to meeting these criteria together with costs incurred for training and maintenance are expensed as incurred and recorded in research and development expense on the Company’s consolidated statements of operations. |
Leases | Leases Leases meeting certain criteria are accounted for as capital leases. The imputed interest is included in interest expense in the accompanying consolidated statements of operations, and the capitalized value is amortized as part of the Company’s property and equipment, net. Obligations under capital leases are reduced by lease payments, net of imputed interest. All other leases are accounted for as operating leases. When an operating lease contains a predetermined fixed escalation of the minimum rent, or if tenant allowances have been received, the related rent expense is recognized on a straight-line basis over the term of the lease, with the difference between the recognized rent expense and amounts payable under the lease recorded as deferred rent liability. |
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 dates. The excess of the consideration transferred over those fair values is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Acquisition related costs are not considered part of the consideration, and are expensed as general and administrative expense as incurred. |
Goodwill and Intangible Assets, Net | Goodwill and Intangible Assets, net Intangible assets with a finite life are amortized over their estimated useful lives. Goodwill is tested for impairment at least annually, and more frequently upon the occurrence of certain events. The Company completes its annual impairment test during the fourth quarter of each year. There was no impairment of goodwill for the years ended December 31, 2015, 2014 and 2013. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets 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. Recoverability of assets to be held and used is measured first by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, an impairment loss would be recognized when the carrying amount of the asset exceeds the fair value of the asset. The Company has not recognized any impairment of long-lived assets for the years ended December 31, 2015, 2014 and 2013. |
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. Debt obligations are stated at the carrying value as the stated interest rates approximate market rates available to the Company. The Company records money market funds, short-term investments and contingent consideration at fair value. See Note 3 (Fair Value Measurements) |
Revenue Recognition | Revenue Recognition The Company derives revenues primarily from the set-up and activation of coupons and coupons codes, and digital media services. The Company recognizes revenue when all four of the following criteria are met: · Persuasive evidence of an arrangement exists; · Delivery has occurred or a service has been provided; · Customer fees are fixed or determinable; and · Collection is reasonably assured. Coupons. The Company generates revenues, as consumers select, activate, or redeem a coupon through our platform by either printing it for physical redemption at a retailer or saving it to a retailer loyalty account for automatic digital redemption. In the case of the setup fees, it recognizes revenues proportionally, on a per activation basis, using the number of authorized activations per insertion order, commencing on the date of the first coupon activation. For coupons, the pricing is generally determined on a per unit activation basis. Setup fees charged to customers represent charges for the creation of digital coupons and related activation, tracking and security features. Upfront insertion orders generally include a limit on the number of activations, or times consumers may select a coupon. Coupon Codes . The Company generally generates revenues when a consumer makes a purchase using a coupon code from its platform and completion of the order is reported to the Company. In the same period that the Company recognize revenues for the delivery of coupon codes, it also estimates and record a reserve, based upon historical experience, to provide for end-user cancelations or product returns which may not be reported until a subsequent date. Digital Media - The Company’s media services enable CPGs and retailers to deliver digital media and advertising to promote their brands and products on the Company’s websites and mobile apps, and through the Company’s affiliate publishers and non-publisher third parties. The Company charges a fee for these media campaigns, the pricing of which is based on the advertisement size and position. Related fees are generally billed monthly, based on a per-campaign, per-impression or per-click basis. The Company does not offer rights of refund of previously paid or delivered amounts, rebates, rights of return or price protection. In all instances, the Company limits the amount of revenue recognized to the amounts for which it have the right to bill its’ customers. |
Gross versus Net Revenue Reporting | Gross versus Net Revenue Reporting In the normal course of business and through its distribution network, the Company delivers digital coupons and media on retailers’ websites, through retailers’ loyalty programs, and on the websites of digital publishers. In these situations, the Company generally pays a distribution fee to the retailers or publishers which is included in the Company’s cost of revenues. The determination of whether revenues should be reported on a gross or net basis is based on an assessment of whether the Company is acting as the principal or an agent in the transaction. In determining whether the Company is the principal or an agent, the Company follows the accounting guidance for principal-agent considerations. Because the Company is the primary obligor and is responsible for (i) fulfilling the digital coupon and media delivery, (ii) establishing the selling prices for delivery of the digital coupons and media, and (iii) performing all billing and collection activities including retaining credit risk, the Company has concluded that it is the principal in these arrangements and therefore the Company reports revenues and cost of revenues on a gross basis. |
Multiple-element Arrangements | Multiple-element Arrangements For arrangements with multiple-deliverables, the Company determines whether each of the individual deliverables qualify as a separate unit of accounting. In order to treat deliverables in a multiple element arrangement as a separate unit of accounting, the deliverable must have standalone value upon delivery. The Company allocates the arrangement fee to all the deliverables (separate units of accounting) using the relative selling price method in accordance with the selling price hierarchy, which includes vendor-specific objective evidence (“VSOE”) if available, third-party evidence (“TPE”) if VSOE is not available and best estimate of selling price (“BESP”) if neither VSOE nor TPE is available. VSOE and TPE do currently not exist for any of the Company’s deliverables. Accordingly, for arrangements with multiple deliverables that can be separated into different units of accounting, the Company allocates the arrangement fee to the separate units of accounting based on BESP. The Company determines BESP for deliverables by considering multiple factors, including, but not limited to, prices it charges for similar offerings, market conditions, competitive landscape and pricing practices. The Company limits the amount of allocable arrangement consideration to amounts that are fixed or determinable and that are not contingent on future performance or future deliverables. |
Deferred Revenues | Deferred Revenues Deferred revenues consist of coupon setup fees and activation fees that are expected to be recognized upon coupon activations, which generally occurs within the next twelve months. |
Cost of Revenues | Cost of Revenues Cost of revenues consist primarily of distribution fees, third-party data center costs, personnel costs and depreciation and amortization expense. 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. The personnel costs are primarily attributable to individuals maintaining the Company’s data centers and operations, which initiate, sets up and deliver digital coupon media campaigns. Depreciation and amortization expense includes depreciation of data center equipment and amortization of capitalized internal use software. |
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 using the fair value method, which 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 Company recognizes compensation expense net of estimated forfeitures. Equity awards issued to nonemployees are recorded at fair value on their measurement date and are subject to adjustment each period as the awards vest. The fair value of RSUs equals the market value of the Company’s common stock on the date of grant. RSUs granted prior to the Company’s IPO have a contractual term of seven years and vest upon the satisfaction of both a service condition and a liquidity-event condition. The service condition is satisfied as to 25% of the RSUs on each of the first four anniversaries of the vesting commencement date. The liquidity-event condition is satisfied upon the earlier of (i) six months after the effective date of the IPO or (ii) March 15 of the calendar year following the year in which the IPO was declared effective; and (iii) the time immediately prior to the consummation of a change in control. The vesting condition that was satisfied six months following the Company’s IPO did not affect the expense attribution period for the RSUs for which the service condition has been met as of the date of the Company’s IPO. This six-month period was not a substantive service condition and, accordingly, beginning on the effectiveness of the Company’s IPO in March 2014, the Company recognized a cumulative stock-based compensation expense for the portion of the RSUs that had met the service condition as of the date of the Company’s IPO. The Company recognized stock-based compensation expense associated with RSUs of $27.7 million and $29.5 million during the years ended December 31, 2015 and 2014, respectively. RSUs granted on or after the Company’s IPO have similar terms as the RSUs granted prior to the Company’s IPO, but are not subject to a liquidity-event condition in order to vest, and the compensation expense is recognized on a straight-line basis over the applicable service period. |
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 $1.4 million, $0.8 million and $1.9 million of advertising costs during the years ended December 31, 2015, 2014 and 2013, respectively. Advertising costs consist primarily of online marketing costs, such as sponsored search, 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. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes 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 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 income (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 Loss per Share Attributable to Common Stockholders | Net Loss per Share Attributable to Common Stockholders The Company computes its basic and diluted net loss per share attributable to common stockholders using the two-class method required for companies with participating securities. The Company’s basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, less the weighted average unvested common stock subject to repurchase. The diluted net income per share attributable to common stockholders is computed by giving effect to all potentially dilutive common shares equivalents outstanding during the period. The effects of options to purchase common stock, redeemable convertible preferred stock (outstanding prior to the Company’s IPO in March 2014), RSUs, and common stock warrants 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, who is the Chief Executive Officer, reviews the Company’s financial information presented on a consolidated basis for purposes of allocating resources and evaluating our financial performance. There are no segment managers who are held accountable by the chief operating decision maker, 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 a 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 Not Yet Adopted In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2014-09— Revenue from Contracts with Customers (Topic 606), ASU 2015-14 – Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date which defers the effective date of ASU 2014-09 Early adoption is permitted, but not before the original effective date of the amendment, which is the first quarter of 2017. The Company In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments. In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-02— Leases (Topic 842). Accounting Pronouncements Adopted In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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): December 31, 2015 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 19,948 $ — $ — $ 19,948 Certificate of deposits (2) — 25,000 — 25,000 Total $ 19,948 $ 25,000 $ — $ 44,948 Liabilities: Contingent consideration related to Eckim acquisition (3) $ 2,291 $ — $ — $ 2,291 Contingent consideration related to Shopmium acquisition — — 1,407 1,407 Total $ 2,291 $ — $ 1,407 $ 3,698 (1) Included in cash and cash equivalents (2) Included in short-term investments (3) Included in other current liabilities 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): Eckim Shopmium Level 3 Level 3 Balance as of December 31, 2014 $ 1,048 $ — Acquisition date fair value measurement — 1,462 Change in fair value 1,243 — Foreign currency translation — (55 ) Transfers out of Level 3 (2,291 ) — Balance as of December 31, 2015 $ — $ 1,407 |
Allowance for Doubtful Accoun28
Allowance for Doubtful Accounts (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Summary of Activity in Allowance for Doubtful Accounts | The summary of activities in the allowance for doubtful accounts is as follows (in thousands): Year Ended December 31, 2015 2014 2013 Balance at beginning of period $ 408 $ 332 $ 270 Bad debt expense 680 136 155 Recoveries (write-offs), net (255 ) (60 ) (93 ) Balance at end of period $ 833 $ 408 $ 332 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Balance Sheet Related Disclosures [Abstract] | |
Property and Equipment, Net | Property and equipment consist of the following (in thousands): December 31, 2015 2014 Software $ 33,139 $ 30,791 Computer equipment 21,186 17,325 Leasehold improvements 4,721 2,393 Furniture and fixtures 1,670 1,645 Total 60,716 52,154 Accumulated depreciation and amortization (39,124 ) (28,783 ) Projects in process 3,536 2,028 Property and equipment, net $ 25,128 $ 25,399 |
Accrued Compensation and Benefits | Accrued compensation and benefits consist of the following (in thousands): December 31, 2015 2014 Bonus $ 6,858 $ 6,909 Commissions 3,645 3,458 Vacation 2,118 2,427 Payroll and related expenses 2,616 2,067 Accrued compensation and benefits $ 15,237 $ 14,861 |
Other Current Liabilities | Other current liabilities consist of the following (in thousands): December 31, 2015 2014 Distribution fees $ 8,349 $ 5,805 Marketing expenses 3,336 3,415 Legal and professional fees 745 1,699 Contingent consideration related to acquisition 2,291 1,048 Accrued property and equipment 929 687 Deferred rent 346 536 Other 4,174 3,340 Other current liabilities $ 20,170 $ 16,530 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Schedule of Consideration Paid for Each Acquisition and the Related Fair Values of Assets Acquired and Liabilities Assumed | Assets acquired and liabilities assumed were recorded at their fair values as of the respective acquisition dates. The following table summarizes the consideration paid for each acquisition and the related fair values of the assets acquired and liabilities assumed (in thousands): Acquisition Consideration Net Tangible Assets Acquired/ (Liabilities Assumed) Identifiable Intangible Assets Goodwill Goodwill Deductible for Taxes Acquisition Related Expenses (2) Shopmium $ 19,461 $ (1,383 ) $ 5,803 $ 15,041 Not $ 333 Padopolis 1,700 — 896 804 Deductible 166 Eckim 19,289 — 8,636 10,653 Deductible (1) 288 Yub 10,050 (241 ) 2,320 7,971 Not 376 $ 50,500 $ (1,624 ) $ 17,655 $ 34,469 $ 1,163 (1) Subject to final settlement of the contingent consideration (2) 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): Shopmium Padopolis Eckim Yub Total Estimated Useful Life (in Years) Developed technologies $ 3,343 $ 596 $ 2,233 $ 692 $ 6,864 5 Customer relationships 1,696 184 4,752 176 6,808 5 Vendor relationships - — — 890 890 4 Domain names 344 116 1,651 487 2,598 5 Registered users 420 — — — 420 4 Patents — — — 75 75 5 Total identifiable intangible assets $ 5,803 $ 896 $ 8,636 $ 2,320 $ 17,655 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Value of Goodwill | The changes in the carrying value of goodwill are as follows (in thousands): Goodwill Balance as of December 31, 2013 $ 9,887 Acquisitions 19,428 Foreign currency translation (38 ) Balance as of December 31, 2014 29,277 Acquisition 15,041 Foreign currency translation (423 ) Balance as of December 31, 2015 $ 43,895 |
Intangible Assets | Intangible assets consist of the following (in thousands): December 31, 2015 Gross Accumulated Amortization Foreign Currency Translation December 31, 2015 Net Weighted Average Amortization Period (Years) Customer relationships $ 8,860 $ (3,345 ) $ (36 ) $ 5,479 4 Developed technologies 7,460 (1,709 ) (89 ) 5,662 4 Domain names 5,948 (3,419 ) (9 ) 2,520 3 Patents 1,050 (686 ) — 364 6 Vendor relationships 890 (445 ) — 445 2 Registered users 420 (18 ) (11 ) 391 3 Trade names 167 (149 ) 1 19 1 $ 24,795 $ (9,771 ) $ (144 ) $ 14,880 4 As of December 31, 2015, 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. 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 amortization expense related to intangible assets is as follows (in thousands): Total 2016 $ 4,033 2017 3,725 2018 3,447 2019 2,344 2020 and beyond 978 Total estimated amortization expense $ 14,527 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 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 periods presented using the following assumptions: Year Ended December 31, 2015 2014 2013 Expected life (in years) 5.50 to 6.08 6.08 6.08 Risk-free interest rate 1.67% to 1.89% 2.33% 1.09% Volatility 55% to 60% 55% 51% to 53% 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 Plans is as follows: Options Outstanding RSUs Outstanding Shares Available for Grant Number Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Number of Shares Weighted Average Grant Date Fair Value Balance as of December 31, 2012 6,641,274 12,373,646 $ 3.20 6.81 $ 16,550 2,505,489 $ 5.59 Options granted (3,709,567 ) 3,709,567 12.14 Options exercised — (2,328,229 ) 4.57 9,626 Options canceled or expired 1,119,277 (1,119,277 ) 6.03 RSUs granted (2,530,542 ) 2,530,542 5.54 RSUs canceled or expired 514,840 (514,840 ) 5.33 Balance as of December 31, 2013 2,035,282 12,635,707 5.87 7.02 68,944 4,521,191 5.59 Increase in shares authorized 4,000,000 — Options granted (46,875 ) 46,875 16.00 Options exercised — (3,149,166 ) 2.62 33,704 Options canceled or expired 38,653 (38,653 ) 6.20 RSUs granted (4,796,559 ) 4,796,559 16.49 RSUs released — (1,913,724 ) 5.66 RSUs canceled or expired 594,611 (594,611 ) 10.12 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 (328,680 ) 328,680 10.05 Options exercised — (1,232,184 ) 3.31 10,246 Options canceled or expired 121,593 (121,593 ) 9.35 RSUs granted (3,673,053 ) 3,673,053 12.43 RSUs released — (2,006,893 ) 11.64 RSUs canceled or expired 1,689,129 (1,689,129 ) 12.80 Balance as of December 31, 2015 2,889,301 8,469,666 $ 7.62 5.91 $ 19,231 6,786,446 $ 13.14 Vested and expected to vest as of December 31, 2015 8,121,852 $ 7.38 5.82 $ 19,103 Vested and exercisable as of December 31, 2015 6,650,703 $ 6.10 5.32 $ 18,656 |
Summary of Option Outstanding and Exercisable | Additional information for options outstanding and exercisable as of December 31, 2015 is as follows: Options Outstanding Options Exercisable Weighted Weighted Weighted Remaining Average Average Number of Contractual Exercise Number of Exercise Exercise Prices Shares (Years) Price Shares Price $ 0.14 - $ 0.28 1,479,099 $ 2.50 $ 0.21 1,479,099 $ 0.21 $ 0.37 - $ 0.46 15,100 3.67 0.38 15,100 0.38 $ 3.67 - $ 5.74 3,449,590 5.56 4.11 3,224,620 4.10 $ 8.64 - $16.26 2,725,877 7.66 11.01 1,515,216 10.98 $25.00 800,000 $ 7.87 $ 25.00 416,668 $ 25.00 8,469,666 6,650,703 |
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, 2015 2014 Expected life (in years) 0.50 0.49 to 0.62 Risk-free interest rate 0.08% to 0.33% 0.07% to 0.08% Volatility 63% to 72% 55% to 70% 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 consolidated statements of operations (in thousands): Year Ended December 31, 2015 2014 2013 Cost of revenues $ 1,728 $ 3,086 $ 300 Sales and marketing 10,658 9,464 1,492 Research and development 9,680 11,536 1,015 General and administrative 10,280 11,424 2,374 Total stock-based compensation expense $ 32,346 $ 35,510 $ 5,181 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Components of Loss Before Provision for (Benefit from) Income Taxes | The components of the Company’s loss before provision for (benefit from) income taxes were as follows (in thousands): Year Ended December 31, 2015 2014 2013 Domestic $ 25,385 $ 20,753 $ 9,972 Foreign 1,906 765 1,277 Total $ 27,291 $ 21,518 $ 11,249 |
Components of Provision for (Benefit from) Income Taxes | The components of the provision for (benefit from) income taxes are as follows (in thousands): Year Ended December 31, 2015 2014 2013 Current: Federal $ — $ — $ — State 2 3 — Foreign 91 — — Total current income tax expense (benefit) 93 3 — Deferred: Federal (317 ) 1,764 — State (23 ) 159 — Foreign (314 ) — — Total deferred income tax expense (benefit) (654 ) 1,923 — Total $ (561 ) $ 1,926 $ — |
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, 2015 2014 2013 Federal tax (34.00 %) (34.00 %) (34.00 %) State income tax, net of federal tax benefit (0.08 %) 0.54 % 0.05 % Tax credits (4.60 %) 0.00 % 0.00 % Valuation allowance, net 33.22 % 36.09 % 18.70 % Stock-based compensation 0.67 % 3.10 % 10.12 % Foreign income taxes at other than U.S. rates 1.56 % 1.21 % 3.86 % Other 1.17 % 2.01 % 1.27 % Effective tax rate (2.06 %) 8.95 % (0.00 %) |
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, 2015 2014 Deferred tax assets: Credits and net operating loss carryforward $ 73,012 $ 57,524 Accrued compensation 3,197 3,441 Deferred revenues 114 113 Stock based compensation 10,317 9,420 Property and equipment (1,588 ) 906 Other deferred tax assets 1,419 1,605 Total deferred tax assets 86,471 73,009 Valuation allowance (85,835 ) (67,450 ) Deferred tax liabilities: Basis difference on purchased intangible assets 1,526 5,603 Other deferred tax liabilities 1,642 2,123 Total deferred tax liabilities 3,168 7,726 Net deferred tax assets (liabilities) $ (2,532 ) $ (2,167 ) |
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, 2015 2014 2013 Unrecognized tax benefit - beginning balance $ 1,366 $ 813 $ 285 Increases for tax positions taken in prior years 5,611 553 271 Increases for tax positions taken in current year 1,782 — 257 Unrecognized tax benefit - ending balance $ 8,759 $ 1,366 $ 813 |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2015 2014 2013 Net loss $ (26,730 ) $ (23,444 ) $ (11,249 ) Weighted-average number of common shares used in computing net loss per share attributable to common stockholders, basic and diluted 82,807 67,828 19,626 Net loss per share attributable to common stockholders, basic and diluted $ (0.32 ) $ (0.35 ) $ (0.57 ) |
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): Year Ended December 31, 2015 2014 2013 Redeemable convertible preferred stock — — 41,581 Warrants — — 544 Stock options and ESPP 8,575 9,587 11,938 Restricted stock units 6,786 6,809 3,680 15,361 16,396 57,743 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Minimum Payments Under Noncancelable Operating and Capital Leases | As of December 31, 2015, the Company’s unconditional purchase commitments and minimum payments under its noncancelable operating and capital leases are as follows (in thousands): Operating Leases Capital Leases 2016 $ 3,717 $ 52 2017 1,665 22 2018 1,584 18 2019 1,460 1 2020 1,352 — 2021 and thereafter — — Total minimum payments $ 9,778 $ 93 Less: Amount representing interest 5 Present value of capital lease obligations 88 Less: Current portion 48 Capital lease obligation, net of current portion $ 40 |
Concentrations (Tables)
Concentrations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Risks And Uncertainties [Abstract] | |
Major Customers by Accounts Receivable and Revenues Balances | Customers with an accounts receivable balance of 10% or greater of the total accounts receivable are as follows: December 31, 2015 2014 Customer A 13 % 19 % Customers with 10% or more of revenues during the periods presented are as follows: December 31, 2015 2014 2013 Customer A 14 % 14 % * * Less than 10% |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful life of assets | 3 years | ||
Impairment of goodwill | $ 0 | $ 0 | $ 0 |
Impairment of long-lived assets | $ 0 | 0 | 0 |
Deferred revenue, description | Deferred revenues consist of coupon setup fees and activation fees that are expected to be recognized upon coupon activations, which generally occurs within the next twelve months. | ||
Deferred revenue, revenue recognized period | 12 months | ||
Share based compensation expenses, recognized | $ 32,346,000 | 35,510,000 | 5,181,000 |
Percentage of service condition and liquidity event condition | 25.00% | ||
Contractual term | 7 years | ||
Advertising Cost | $ 1,400,000 | 800,000 | $ 1,900,000 |
Lesser Than Level Of Certainty | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Income tax benefit recognized from uncertain tax positions | $ 0 | ||
Greater Than Level Of Certainty | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Income tax benefit minimum percentage from uncertain tax positions | 50.00% | ||
Restricted Stock Units | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Share based compensation expenses, recognized | $ 27,700,000 | $ 29,500,000 | |
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 | ||
Cash and Cash Equivalents | Maximum | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Liquid investments maturity | 3 months | ||
Certificates Of Deposits | Maximum | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Short-term investments maturity | 1 year | ||
Certificates Of Deposits | Minimum | |||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||
Short-term investments maturity | 3 months |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | |
Assets: | |||
Assets fair value | $ 44,948 | $ 14,928 | |
Liabilities: | |||
Liabilities fair value | 3,698 | 1,048 | |
Certificates Of Deposits | |||
Assets: | |||
Assets fair value | [1] | 25,000 | |
Money Market Funds | |||
Assets: | |||
Assets fair value | [2] | 19,948 | 14,928 |
Contingent Consideration | |||
Liabilities: | |||
Liabilities fair value | [3] | 1,048 | |
Contingent Consideration | Eckim Acquisition | |||
Liabilities: | |||
Liabilities fair value | [3] | 2,291 | |
Contingent Consideration | Shopmium Acquisition | |||
Liabilities: | |||
Liabilities fair value | 1,407 | ||
Level 1 | |||
Assets: | |||
Assets fair value | 19,948 | 14,928 | |
Liabilities: | |||
Liabilities fair value | 2,291 | ||
Level 1 | Money Market Funds | |||
Assets: | |||
Assets fair value | [2] | 19,948 | 14,928 |
Level 1 | Contingent Consideration | Eckim Acquisition | |||
Liabilities: | |||
Liabilities fair value | [3] | 2,291 | |
Level 2 | |||
Assets: | |||
Assets fair value | 25,000 | ||
Level 2 | Certificates Of Deposits | |||
Assets: | |||
Assets fair value | [1] | 25,000 | |
Level 3 | |||
Liabilities: | |||
Liabilities fair value | 1,407 | 1,048 | |
Level 3 | Contingent Consideration | |||
Liabilities: | |||
Liabilities fair value | [3] | $ 1,048 | |
Level 3 | Contingent Consideration | Shopmium Acquisition | |||
Liabilities: | |||
Liabilities fair value | $ 1,407 | ||
[1] | Included in short-term investments | ||
[2] | Included in cash and cash equivalents | ||
[3] | Included in other current liabilities |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Change in fair value of contingent consideration | $ 1,231 | $ (5,741) |
Eckim, LLC | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of Contingent Consideration Arrangements, Description | The fair value of contingent consideration related to Eckim is the result of the earnout period ending for measuring shares issuable based on Eckim achieving certain revenue and profit milestones as of December 31, 2015. | |
Number of shares Issuable | 335,891 | |
Share issuable price | $ 6.82 | |
Change in fair value of contingent consideration | $ 1,243 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Contingent Consideration (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Change in fair value | $ 1,231 | $ (5,741) |
Eckim, LLC | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Balance as of December 31, 2014 | 1,048 | |
Change in fair value | 1,243 | |
Transfers out of Level 3 | (2,291) | |
Balance as of December 31, 2015 | $ 1,048 | |
Shopmium | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Acquisition date fair value measurement | 1,462 | |
Foreign currency translation | (55) | |
Balance as of December 31, 2015 | $ 1,407 |
Allowance for Doubtful Accoun41
Allowance for Doubtful Accounts - Summary of Activity in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Receivables [Abstract] | |||
Balance at beginning of period | $ 408 | $ 332 | $ 270 |
Bad debt expense | 680 | 136 | 155 |
Recoveries (write-offs), net | (255) | (60) | (93) |
Balance at end of period | $ 833 | $ 408 | $ 332 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, Total | $ 60,716 | $ 52,154 |
Accumulated depreciation and amortization | (39,124) | (28,783) |
Projects in process | 3,536 | 2,028 |
Property and equipment, net | 25,128 | 25,399 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Total | 33,139 | 30,791 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Total | 21,186 | 17,325 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Total | 4,721 | 2,393 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Total | $ 1,670 | $ 1,645 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property Plant And Equipment [Line Items] | |||
Depreciation | $ 13,100,000 | $ 12,800,000 | $ 5,900,000 |
Disposals | 2,900,000 | 1,500,000 | 100,000 |
Loss on disposals | (146,000) | (9,000) | (1,000) |
Capitalized costs | 1,500,000 | 3,600,000 | 6,900,000 |
Amortization expense recognized | 9,400,000 | 7,700,000 | 0 |
Unamortized costs | 11,100,000 | 19,000,000 | |
Assets Held under Capital Leases | |||
Property Plant And Equipment [Line Items] | |||
Depreciation | $ 34,000 | $ 80,000 | $ 65,000 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Compensation and Benefits (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Payables And Accruals [Abstract] | ||
Bonus | $ 6,858 | $ 6,909 |
Commissions | 3,645 | 3,458 |
Vacation | 2,118 | 2,427 |
Payroll and related expenses | 2,616 | 2,067 |
Accrued compensation and benefits | $ 15,237 | $ 14,861 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Payables And Accruals [Abstract] | ||
Distribution fees | $ 8,349 | $ 5,805 |
Marketing expenses | 3,336 | 3,415 |
Legal and professional fees | 745 | 1,699 |
Contingent consideration related to acquisition | 2,291 | 1,048 |
Accrued property and equipment | 929 | 687 |
Deferred rent | 346 | 536 |
Other | 4,174 | 3,340 |
Other current liabilities | $ 20,170 | $ 16,530 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 30, 2015 | Oct. 10, 2014 | Aug. 04, 2014 | Jan. 02, 2014 | Dec. 31, 2015 |
Shopmium | |||||
Business Acquisition [Line Items] | |||||
Total acquisition consideration | $ 19.5 | ||||
Cash payments for purchase of assets | $ 16.5 | ||||
Number of shares Issuable | 278,639 | ||||
Total acquisition consideration (Values) | $ 1.5 | ||||
Share issuable price | $ 5.54 | ||||
Contingent consideration payable in cash | $ 4.8 | ||||
Business combination, contingent consideration issuable date | Mar. 31, 2018 | ||||
Shopmium | Scenario One | |||||
Business Acquisition [Line Items] | |||||
Business combination, contingent consideration milestones date | Dec. 31, 2016 | ||||
Shopmium | Scenario Two | |||||
Business Acquisition [Line Items] | |||||
Business combination, contingent consideration milestones date | Dec. 31, 2017 | ||||
Padopolis, Inc | |||||
Business Acquisition [Line Items] | |||||
Total acquisition consideration | $ 1.7 | ||||
Eckim, LLC | |||||
Business Acquisition [Line Items] | |||||
Total acquisition consideration | $ 19.3 | ||||
Cash payments for purchase of assets | $ 12.5 | ||||
Number of shares Issuable | 335,891 | ||||
Share issuable price | $ 6.82 | ||||
Business combination, contingent consideration milestones date | Dec. 31, 2015 | ||||
Business combination, contingent consideration issuable date | Apr. 30, 2016 | ||||
Eckim, LLC | Maximum | |||||
Business Acquisition [Line Items] | |||||
Contingent consideration, value of shares issuable | $ 6.8 | ||||
Yub, Inc | |||||
Business Acquisition [Line Items] | |||||
Total acquisition consideration | $ 10.1 | ||||
Number of shares Issuable | 1,000,040 | ||||
Share issuable price | $ 10.05 |
Acquisitions - Schedule of Cons
Acquisitions - Schedule of Consideration Paid for Each Acquisition and the Related Fair Values of Assets Acquired and Liabilities Assumed (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Business Acquisition [Line Items] | |
Acquisition Consideration | $ 50,500 |
Net Tangible Assets Acquired/ (Liabilities Assumed) | (1,624) |
Identifiable Intangible Assets | 17,655 |
Goodwill | 34,469 |
Acquisition Related Expenses | 1,163 |
Shopmium | |
Business Acquisition [Line Items] | |
Acquisition Consideration | 19,461 |
Net Tangible Assets Acquired/ (Liabilities Assumed) | (1,383) |
Identifiable Intangible Assets | 5,803 |
Goodwill | $ 15,041 |
Goodwill Deductible for Taxes | Not Deductible |
Acquisition Related Expenses | $ 333 |
Padopolis, Inc | |
Business Acquisition [Line Items] | |
Acquisition Consideration | 1,700 |
Identifiable Intangible Assets | 896 |
Goodwill | $ 804 |
Goodwill Deductible for Taxes | Deductible |
Acquisition Related Expenses | $ 166 |
Eckim, LLC | |
Business Acquisition [Line Items] | |
Acquisition Consideration | 19,289 |
Identifiable Intangible Assets | 8,636 |
Goodwill | $ 10,653 |
Goodwill Deductible for Taxes | Deductible |
Acquisition Related Expenses | $ 288 |
Yub, Inc | |
Business Acquisition [Line Items] | |
Acquisition Consideration | 10,050 |
Net Tangible Assets Acquired/ (Liabilities Assumed) | (241) |
Identifiable Intangible Assets | 2,320 |
Goodwill | $ 7,971 |
Goodwill Deductible for Taxes | Not Deductible |
Acquisition Related Expenses | $ 376 |
Acquisitions - Component of Ide
Acquisitions - Component of Identifiable Intangible Assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Identifiable Intangible Assets | $ 17,655 |
Estimated Useful Life (in Years) | 3 years |
Shopmium | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Identifiable Intangible Assets | $ 5,803 |
Padopolis, Inc | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Identifiable Intangible Assets | 896 |
Eckim, LLC | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Identifiable Intangible Assets | 8,636 |
Yub, Inc | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Identifiable Intangible Assets | 2,320 |
Developed Technologies | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Identifiable Intangible Assets | $ 6,864 |
Estimated Useful Life (in Years) | 5 years |
Developed Technologies | Shopmium | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Identifiable Intangible Assets | $ 3,343 |
Developed Technologies | Padopolis, Inc | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Identifiable Intangible Assets | 596 |
Developed Technologies | Eckim, LLC | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Identifiable Intangible Assets | 2,233 |
Developed Technologies | Yub, Inc | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Identifiable Intangible Assets | 692 |
Customer Relationships | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Identifiable Intangible Assets | $ 6,808 |
Estimated Useful Life (in Years) | 5 years |
Customer Relationships | Shopmium | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Identifiable Intangible Assets | $ 1,696 |
Customer Relationships | Padopolis, Inc | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Identifiable Intangible Assets | 184 |
Customer Relationships | Eckim, LLC | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Identifiable Intangible Assets | 4,752 |
Customer Relationships | Yub, Inc | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Identifiable Intangible Assets | 176 |
Vendor Relationships | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Identifiable Intangible Assets | $ 890 |
Estimated Useful Life (in Years) | 4 years |
Vendor Relationships | Yub, Inc | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Identifiable Intangible Assets | $ 890 |
Domain Names | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Identifiable Intangible Assets | $ 2,598 |
Estimated Useful Life (in Years) | 5 years |
Domain Names | Shopmium | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Identifiable Intangible Assets | $ 344 |
Domain Names | Padopolis, Inc | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Identifiable Intangible Assets | 116 |
Domain Names | Eckim, LLC | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Identifiable Intangible Assets | 1,651 |
Domain Names | Yub, Inc | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Identifiable Intangible Assets | 487 |
Registered Users | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Identifiable Intangible Assets | $ 420 |
Estimated Useful Life (in Years) | 4 years |
Registered Users | Shopmium | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Identifiable Intangible Assets | $ 420 |
Patents | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Identifiable Intangible Assets | $ 75 |
Estimated Useful Life (in Years) | 5 years |
Patents | Yub, Inc | |
Acquired Finite Lived Intangible Assets [Line Items] | |
Identifiable Intangible Assets | $ 75 |
Goodwill and Intangible Asset49
Goodwill and Intangible Assets - Changes in Carrying Value of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Line Items] | ||
Beginning Balance | $ 29,277 | $ 9,887 |
Acquisitions | 34,469 | |
Foreign currency translation | (423) | (38) |
Ending Balance | 43,895 | 29,277 |
Padapolis INC, Eckim LLC and Yub INC | ||
Goodwill [Line Items] | ||
Acquisitions | $ 19,428 | |
Shopmium | ||
Goodwill [Line Items] | ||
Acquisitions | $ 15,041 |
Goodwill and Intangible Asset50
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 24,795 | $ 18,356 |
Accumulated Amortization | (9,771) | (6,562) |
Foreign Currency Translation | (144) | 24 |
Net | $ 14,880 | $ 11,818 |
Weighted Average Amortization Period (Years) | 4 years | 4 years |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 8,860 | $ 7,164 |
Accumulated Amortization | (3,345) | (1,978) |
Foreign Currency Translation | (36) | 21 |
Net | $ 5,479 | $ 5,207 |
Weighted Average Amortization Period (Years) | 4 years | 4 years |
Developed Technologies | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 7,460 | $ 4,117 |
Accumulated Amortization | (1,709) | (834) |
Foreign Currency Translation | (89) | |
Net | $ 5,662 | $ 3,283 |
Weighted Average Amortization Period (Years) | 4 years | 5 years |
Domain Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 5,948 | $ 4,968 |
Accumulated Amortization | (3,419) | (2,836) |
Foreign Currency Translation | (9) | |
Net | $ 2,520 | $ 2,132 |
Weighted Average Amortization Period (Years) | 3 years | 4 years |
Patents | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 1,050 | $ 1,050 |
Accumulated Amortization | (686) | (570) |
Net | $ 364 | $ 480 |
Weighted Average Amortization Period (Years) | 6 years | 6 years |
Vendor Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 890 | $ 890 |
Accumulated Amortization | (445) | (223) |
Net | $ 445 | $ 667 |
Weighted Average Amortization Period (Years) | 2 years | 3 years |
Registered Users | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 420 | |
Accumulated Amortization | (18) | |
Foreign Currency Translation | (11) | |
Net | $ 391 | |
Weighted Average Amortization Period (Years) | 3 years | |
Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 167 | $ 167 |
Accumulated Amortization | (149) | (121) |
Foreign Currency Translation | 1 | 3 |
Net | $ 19 | $ 49 |
Weighted Average Amortization Period (Years) | 1 year | 2 years |
Goodwill and Intangible Asset51
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill And Intangible Assets [Line Items] | |||
Amortization expense of intangible assets | $ 3.4 | $ 2 | $ 0.9 |
Domain Names | |||
Goodwill And Intangible Assets [Line Items] | |||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | $ 0.4 |
Goodwill and Intangible Asset52
Goodwill and Intangible Assets - Estimated Amortization of Intangible Assets (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2,016 | $ 4,033 |
2,017 | 3,725 |
2,018 | 3,447 |
2,019 | 2,344 |
2020 and beyond | 978 |
Total estimated amortization expense | $ 14,527 |
Debt Obligations - Additional I
Debt Obligations - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
May. 31, 2014 | Apr. 30, 2014 | Feb. 28, 2014 | Oct. 31, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2013 | |
Line Of Credit Facility [Line Items] | |||||||
Debt obligations | $ 0 | $ 7,500,000 | |||||
2012 Note Payable, Related Party | |||||||
Line Of Credit Facility [Line Items] | |||||||
Borrowings from stockholders | $ 15,000,000 | ||||||
Stated interest rate of subordinated note | 4.00% | ||||||
Warrants issued to purchase common stock | 400,000 | ||||||
Warrants exercise price per share | $ 4.03 | ||||||
Exercise of warrant, shares | 400,000 | ||||||
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 Rate Description | Interest is charged at a floating interest rate based on the daily three month LIBOR, plus an applicable margin. | ||||||
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% | |||||
Scenario One | Commercial Bank | Revolving Credit Facility | |||||||
Line Of Credit Facility [Line Items] | |||||||
Current maximum amount available for borrowing | $ 25,000,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted average grant date fair value | $ 5.50 | $ 8.60 | $ 3.05 | |
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% | |||
Issuance of common stock, stock purchase plan, shares | 193,495 | |||
Shares available for issuance | 1,234,228 | 1,234,228 | ||
Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock reserved for future issuance | 1,200,000 | 1,200,000 | ||
Increase in the number of shares available for issuance description | (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. | |||
Initial offering period | initial offering period which commenced in March 2014 and ended in November 2014 | |||
Scenario One | Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Percentage of outstanding stock | 0.50% | |||
Scenario Two | Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Annual increases in number of shares available for issuance | 400,000 | 400,000 | ||
2013 Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock reserved for future issuance | 4,000,000 | 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% | |||
Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Fair value of shares vested, total | $ 3,800,000 | $ 5,700,000 | $ 5,100,000 | |
Unrecognized stock based compensation, net of forfeitures | $ 50,600,000 | $ 50,600,000 | ||
Unrecognized stock based compensation, amortized weighted average period | 2 years 9 months 18 days | |||
Stock Based Compensation Expense | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized stock based compensation, net of forfeitures | 56,000,000 | $ 56,000,000 | ||
Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized stock based compensation, net of forfeitures | $ 5,400,000 | $ 5,400,000 | ||
Unrecognized stock based compensation, amortized weighted average period | 2 years 2 months 12 days |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Assumptions Used to Estimate the Fair Value of Stock Options (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
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 | 2.33% | ||
Risk-free interest rate, minimum | 1.67% | 1.09% | |
Risk-free interest rate, maximum | 1.89% | 1.69% | |
Volatility | 55.00% | ||
Volatility, minimum | 55.00% | 51.00% | |
Volatility, maximum | 60.00% | 53.00% | |
Employee Stock Purchase Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected life (in years) | 6 months | ||
Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected life (in years) | 5 years 6 months | ||
Minimum | Employee Stock Purchase Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected life (in years) | 5 months 27 days | ||
Risk-free interest rate | 0.08% | 0.07% | |
Volatility | 63.00% | 55.00% | |
Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected life (in years) | 6 years 29 days | ||
Maximum | Employee Stock Purchase Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected life (in years) | 7 months 13 days | ||
Risk-free interest rate | 0.33% | 0.08% | |
Volatility | 72.00% | 70.00% |
Stock-Based Compensation - Su56
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, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Shares Available for Grant | ||||
Beginning balance | 1,825,112 | 2,035,282 | 6,641,274 | |
Increase in shares authorized | 3,255,200 | 4,000,000 | ||
Options granted | (328,680) | (46,875) | (3,709,567) | |
Options canceled or expired | 121,593 | 38,653 | 1,119,277 | |
RSUs granted | (3,673,053) | (4,796,559) | (2,530,542) | |
RSUs canceled or expired | 1,689,129 | 594,611 | 514,840 | |
Ending balance | 2,889,301 | 1,825,112 | 2,035,282 | 6,641,274 |
Number of Shares | ||||
Beginning balance | 9,494,763 | 12,635,707 | 12,373,646 | |
Options granted | 328,680 | 46,875 | 3,709,567 | |
Options exercised | (1,232,184) | (3,149,166) | (2,328,229) | |
Options canceled or expired | (121,593) | (38,653) | (1,119,277) | |
Ending balance | 8,469,666 | 9,494,763 | 12,635,707 | 12,373,646 |
Vested and expected to vest at the end of period | 8,121,852 | |||
Vested and exercisable at the end of period | 6,650,703 | |||
Weighted Average Exercise Price | ||||
Beginning balance | $ 7 | $ 5.87 | $ 3.20 | |
Options granted | 10.05 | 16 | 12.14 | |
Options exercised | 3.31 | 2.62 | 4.57 | |
Options canceled or expired | 9.35 | 6.20 | 6.03 | |
Ending balance | 7.62 | $ 7 | $ 5.87 | $ 3.20 |
Vested and expected to vest at the end of period | 7.38 | |||
Vested and exercisable at the end of period | $ 6.10 | |||
Weighted Average Remaining Contractual Term (Years) / Aggregate Intrinsic Value | ||||
Weighted Average Remaining Contractual Term (Years) | 5 years 10 months 28 days | 6 years 6 months 26 days | 7 years 7 days | 3 years 2 months 12 days |
Vested and expected to vest at the end of period | 5 years 9 months 26 days | |||
Vested and exercisable at the end of period | 5 years 3 months 26 days | |||
Aggregate Intrinsic Value, Beginning balance | $ 68,944 | $ 16,550 | ||
Aggregate Intrinsic Value, Options exercised | $ 10,246 | $ 33,704 | 9,626 | |
Aggregate Intrinsic Value, Ending balance | 19,231 | $ 68,944 | $ 16,550 | |
Vested and expected to vest at the end of period | 19,103 | |||
Vested and exercisable at the end of period | $ 18,656 | |||
Restricted Stock Units, Number of Shares | ||||
RSUs granted | 3,673,053 | 4,796,559 | 2,530,542 | |
RSUs canceled or expired | (1,689,129) | (594,611) | (514,840) | |
Restricted Stock Units | ||||
Shares Available for Grant | ||||
RSUs granted | (3,673,053) | (4,796,559) | (2,530,542) | |
RSUs canceled or expired | 1,689,129 | 594,611 | 514,840 | |
Restricted Stock Units, Number of Shares | ||||
Beginning balance | 6,809,415 | 4,521,191 | 2,505,489 | |
RSUs granted | 3,673,053 | 4,796,559 | 2,530,542 | |
RSUs released | (2,006,893) | (1,913,724) | ||
RSUs canceled or expired | (1,689,129) | (594,611) | (514,840) | |
Ending balance | 6,786,446 | 6,809,415 | 4,521,191 | 2,505,489 |
Weighted Average Grant Date Fair Value | ||||
Beginning Balance | $ 12.66 | $ 5.59 | $ 5.59 | |
RSUs granted | 12.43 | 16.49 | 5.54 | |
RSUs released | 11.64 | 5.66 | ||
RSUs canceled or expired | 12.80 | 10.12 | 5.33 | |
Ending balance | $ 13.14 | $ 12.66 | $ 5.59 | $ 5.59 |
Share-Based Compensation - Bala
Share-Based Compensation - Balance of Outstanding and Exercisable Stock Options (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Outstanding number of Options | 8,469,666 | 9,494,763 | 12,635,707 | 12,373,646 |
Exercisable number of Options | 6,650,703 | |||
Exercise Prices 0.14 - 0.28 | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Price Range, Minimum | $ 0.14 | |||
Price Range, Maximum | $ 0.28 | |||
Outstanding number of Options | 1,479,099 | |||
Outstanding Average Life | 2 years 6 months | |||
Outstanding Average Exercise Price | $ 0.21 | |||
Exercisable number of Options | 1,479,099 | |||
Exercisable, Weighted Average Exercise Price | $ 0.21 | |||
Exercise Prices 0.37 - 0.46 | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Price Range, Minimum | 0.37 | |||
Price Range, Maximum | $ 0.46 | |||
Outstanding number of Options | 15,100 | |||
Outstanding Average Life | 3 years 8 months 1 day | |||
Outstanding Average Exercise Price | $ 0.38 | |||
Exercisable number of Options | 15,100 | |||
Exercisable, Weighted Average Exercise Price | $ 0.38 | |||
Exercise Prices 3.67 - 5.74 | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Price Range, Minimum | 3.67 | |||
Price Range, Maximum | $ 5.74 | |||
Outstanding number of Options | 3,449,590 | |||
Outstanding Average Life | 5 years 6 months 22 days | |||
Outstanding Average Exercise Price | $ 4.11 | |||
Exercisable number of Options | 3,224,620 | |||
Exercisable, Weighted Average Exercise Price | $ 4.10 | |||
Exercise Prices 8.64 - 16.26 | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Price Range, Minimum | 8.64 | |||
Price Range, Maximum | $ 16.26 | |||
Outstanding number of Options | 2,725,877 | |||
Outstanding Average Life | 7 years 7 months 28 days | |||
Outstanding Average Exercise Price | $ 11.01 | |||
Exercisable number of Options | 1,515,216 | |||
Exercisable, Weighted Average Exercise Price | $ 10.98 | |||
Exercise Prices 25.00 | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Price Range | $ 25 | |||
Outstanding number of Options | 800,000 | |||
Outstanding Average Life | 7 years 10 months 13 days | |||
Outstanding Average Exercise Price | $ 25 | |||
Exercisable number of Options | 416,668 | |||
Exercisable, Weighted Average Exercise Price | $ 25 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation | $ 32,346 | $ 35,510 | $ 5,181 |
Cost of Revenues | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation | 1,728 | 3,086 | 300 |
Sales and Marketing | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation | 10,658 | 9,464 | 1,492 |
Research and Development | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation | 9,680 | 11,536 | 1,015 |
General and Administrative | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation | $ 10,280 | $ 11,424 | $ 2,374 |
Redeemable Convertible Prefer59
Redeemable Convertible Preferred Stock - Additional Information (Details) | Mar. 31, 2014shares |
Temporary Equity Disclosure [Abstract] | |
Preferred stock converted into shares of common stock | 41,580,507 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) - Additional Information (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Feb. 28, 2015 | Mar. 31, 2014 | Dec. 31, 2013 | |
Class Of Stock [Line Items] | |||||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||
Common stock, voting rights | 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. | ||||
Liability related to unvested exercised options | $ 0 | $ 0 | $ 0 | ||
Stock repurchase program expiration month and year | 2016-02 | ||||
Aggregate cost of shares repurchased | $ 23,492,000 | ||||
Number of shares repurchased | 3,095,189 | 0 | |||
Maximum | |||||
Class Of Stock [Line Items] | |||||
Repurchase of authorized common stock | $ 50,000,000 |
Income Taxes - Components of Lo
Income Taxes - Components of Loss Before Provision for (Benefit from) Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 25,385 | $ 20,753 | $ 9,972 |
Foreign | 1,906 | 765 | 1,277 |
Total | $ 27,291 | $ 21,518 | $ 11,249 |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for (Benefit from) Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current: | |||
State | $ 2,000 | $ 3,000 | |
Foreign | 91,000 | ||
Total current income tax expense (benefit) | 93,000 | 3,000 | |
Deferred: | |||
Federal | (317,000) | 1,764,000 | |
State | (23,000) | 159,000 | |
Foreign | (314,000) | ||
Total deferred income tax expense (benefit) | (654,000) | 1,923,000 | |
Total | $ (561,000) | $ 1,926,000 | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Federal tax | (34.00%) | (34.00%) | (34.00%) |
State income tax, net of federal tax benefit | (0.08%) | 0.54% | 0.05% |
Tax credits | (4.60%) | (0.00%) | (0.00%) |
Valuation allowance, net | 33.22% | 36.09% | 18.70% |
Stock-based compensation | 0.67% | 3.10% | 10.12% |
Foreign income taxes at other than U.S. rates | 1.56% | 1.21% | 3.86% |
Other | 1.17% | 2.01% | 1.27% |
Effective tax rate | (2.06%) | 8.95% | 0.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Line Items] | |||
Provision for (benefit from) income taxes | $ (561,000) | $ 1,926,000 | $ 0 |
Undistributed earnings of foreign subsidiaries | 500,000 | ||
Undistributed earnings of domestic subsidiaries | $ 0 | ||
Income tax holiday expiration year | 2,020 | ||
Deferred tax assets | $ 86,500,000 | 73,000,000 | |
Deferred tax liabilities | 3,168,000 | 7,726,000 | |
Increase in valuation allowance | 18,400,000 | 8,600,000 | |
Unrecognized tax benefits that would not impact effective tax rate | 5,500,000 | ||
Income tax penalties and interest accrued | 0 | 0 | |
Federal | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | 218,800,000 | ||
Stock-based compensation, federal net operating loss carry forwards | $ 68,000,000 | $ 55,000,000 | |
Operating loss carryforwards expiration year | 2,018 | ||
Federal | Research | |||
Income Tax Disclosure [Line Items] | |||
Tax credit carryforwards | $ 9,600,000 | ||
Tax credit carryforwards expiration year | 2,031 | ||
State | |||
Income Tax Disclosure [Line Items] | |||
Operating loss carryforwards | $ 212,200,000 | ||
Operating loss carryforwards expiration year | 2,016 | ||
State | Research | |||
Income Tax Disclosure [Line Items] | |||
Tax credit carryforwards | $ 9,400,000 | ||
Earliest Tax Holiday Year | |||
Income Tax Disclosure [Line Items] | |||
Income tax holiday year | 2,014 | ||
Latest Tax Holiday Year | |||
Income Tax Disclosure [Line Items] | |||
Income tax holiday year | 2,019 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Credits and net operating loss carryforward | $ 73,012 | $ 57,524 |
Accrued compensation | 3,197 | 3,441 |
Deferred revenues | 114 | 113 |
Stock based compensation | 10,317 | 9,420 |
Property and equipment, asset | 906 | |
Property and equipment, liabilities | (1,588) | |
Other deferred tax assets | 1,419 | 1,605 |
Total deferred tax assets | 86,471 | 73,009 |
Valuation allowance | (85,835) | (67,450) |
Deferred tax liabilities: | ||
Basis difference on purchased intangible assets | 1,526 | 5,603 |
Other deferred tax liabilities | 1,642 | 2,123 |
Total deferred tax liabilities | 3,168 | 7,726 |
Net deferred tax assets (liabilities) | $ (2,532) | $ (2,167) |
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, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefit - beginning balance | $ 1,366 | $ 813 | $ 285 |
Increases for tax positions taken in prior years | 5,611 | 553 | 271 |
Increases for tax positions taken in current year | 1,782 | 257 | |
Unrecognized tax benefit - ending balance | $ 8,759 | $ 1,366 | $ 813 |
Net Income (Loss) per Share - S
Net Income (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 | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share [Abstract] | |||
Net loss | $ (26,730) | $ (23,444) | $ (11,249) |
Weighted-average number of common shares used in computing net loss per share attributable to common stockholders, basic and diluted | 82,807 | 67,828 | 19,626 |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.32) | $ (0.35) | $ (0.57) |
Net Income (Loss) per Share -68
Net Income (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 | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Outstanding common equivalent shares | 15,361 | 16,396 | 57,743 |
Redeemable Convertible Preferred Stock | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Outstanding common equivalent shares | 41,581 | ||
Warrant | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Outstanding common equivalent shares | 544 | ||
Stock Options and ESPP | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Outstanding common equivalent shares | 8,575 | 9,587 | 11,938 |
Restricted Stock Units | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Outstanding common equivalent shares | 6,786 | 6,809 | 3,680 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments And Contingencies [Line Items] | |||
Rent expense | $ 3.1 | $ 2.7 | $ 2.7 |
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 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] | |||
Unconditional purchase commitment | $ 7.2 | ||
Period of unconditional purchase commitment | 20 years | ||
Service Agreements | |||
Commitments And Contingencies [Line Items] | |||
Non-refundable revenue share payments under service agreements | $ 3.4 | ||
Non-refundable prepayment | $ 7.5 | ||
Minimum | |||
Commitments And Contingencies [Line Items] | |||
Term of noncancelable operating lease | 1 year | ||
Minimum | Marketing Arrangements | |||
Commitments And Contingencies [Line Items] | |||
Unconditional purchase commitment year | 2,016 | ||
Maximum | |||
Commitments And Contingencies [Line Items] | |||
Term of noncancelable operating lease | 5 years | ||
Maximum | Marketing Arrangements | |||
Commitments And Contingencies [Line Items] | |||
Unconditional purchase commitment year | 2,034 |
Commitments and Contingencies70
Commitments and Contingencies - Minimum Payments Under Noncancelable Operating and Capital Leases (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Operating Leases | |
2,016 | $ 3,717 |
2,017 | 1,665 |
2,018 | 1,584 |
2,019 | 1,460 |
2,020 | 1,352 |
Total minimum payments | 9,778 |
Capital Leases | |
2,016 | 52 |
2,017 | 22 |
2,018 | 18 |
2,019 | 1 |
Total minimum payments | 93 |
Less: Amount representing interest | 5 |
Present value of capital lease obligations | 88 |
Less: Current portion | 48 |
Capital lease obligation, net of current portion | $ 40 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Defined Contribution Pension And Other Postretirement Plans Disclosure [Abstract] | |||
Rate at which the company matches employee contribution | 3.00% | ||
Maximum contribution amount | $ 6,000 | ||
Defined contribution vesting period | 4 years | ||
Matching contribution expense | $ 1,600,000 | $ 1,500,000 | $ 1,300,000 |
Concentrations - Major Customer
Concentrations - Major Customers by Accounts Receivable and Revenues Balances (Details) - Customer Concentration Risk - Customer A | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Accounts Receivable | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 13.00% | 19.00% |
Revenues | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 14.00% | 14.00% |
Subsequent Events- Additional I
Subsequent Events- Additional Information (Details) - Maximum - USD ($) | Feb. 29, 2016 | Feb. 28, 2015 |
Subsequent Event [Line Items] | ||
Stock repurchase program, authorized amount | $ 50,000,000 | |
Subsequent Events | Stock Repurchase Program through February 2017 | Common Stock | ||
Subsequent Event [Line Items] | ||
Stock repurchase program, authorized amount | $ 50,000,000 |