Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 02, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | QUOT | |
Entity Registrant Name | Quotient Technology Inc. | |
Entity Central Index Key | 1,115,128 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 82,923,157 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 124,259 | $ 134,947 |
Short-term investments | 25,000 | 25,000 |
Accounts receivable, net of allowance for doubtful accounts of $711 and $833 at March 31, 2016 and December 31, 2015, respectively | 57,565 | 63,239 |
Prepaid expenses and other current assets | 8,525 | 5,297 |
Total current assets | 215,349 | 228,483 |
Property and equipment, net | 22,438 | 25,128 |
Intangible assets, net | 13,853 | 14,880 |
Goodwill | 43,895 | 43,895 |
Other assets | 8,261 | 8,685 |
Total assets | 303,796 | 321,071 |
Current liabilities: | ||
Accounts payable | 7,951 | 8,187 |
Accrued compensation and benefits | 8,874 | 15,237 |
Other current liabilities | 15,389 | 20,170 |
Deferred revenues | 7,828 | 7,342 |
Total current liabilities | 40,042 | 50,936 |
Other non-current liabilities | 67 | 5 |
Deferred rent | 1,801 | 701 |
Contingent consideration related to acquisitions | 1,653 | 1,407 |
Deferred tax liabilities | 2,561 | 2,532 |
Total liabilities | $ 46,124 | $ 55,581 |
Commitments and contingencies (Note 12) | ||
Stockholders’ equity: | ||
Preferred stock, $0.00001 par value—10,000,000 shares authorized and no shares issued or outstanding at March 31, 2016 and December 31, 2015 | ||
Common stock, $0.00001 par value—250,000,000 shares authorized; 91,735,158 shares issued and 82,105,905 outstanding at March 31, 2016; 89,935,381 shares issued and 81,995,286 outstanding at December 31, 2015 | $ 1 | $ 1 |
Additional paid-in capital | 581,927 | 570,588 |
Treasury stock, at cost | (96,390) | (85,427) |
Accumulated other comprehensive loss | (746) | (747) |
Accumulated deficit | (227,120) | (218,925) |
Total stockholders’ equity | 257,672 | 265,490 |
Total liabilities and stockholders’ equity | $ 303,796 | $ 321,071 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 711 | $ 833 |
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 | 91,735,158 | 89,935,381 |
Common stock, shares outstanding | 82,105,905 | 81,995,286 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Revenues | $ 66,051 | $ 55,562 |
Costs and expenses: | ||
Cost of revenues | 25,212 | 21,867 |
Sales and marketing | 24,500 | 21,084 |
Research and development | 13,532 | 12,942 |
General and administrative | 11,250 | 8,491 |
Change in fair value of contingent consideration | (102) | (354) |
Total costs and expenses | 74,392 | 64,030 |
Loss from operations | (8,341) | (8,468) |
Gain on sale of a right to use a web domain name | 4,800 | |
Interest expense | (80) | |
Other income (expense), net | 192 | (61) |
Loss before income taxes | (8,149) | (3,809) |
Provision for income taxes | 46 | 192 |
Net loss | $ (8,195) | $ (4,001) |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.10) | $ (0.05) |
Weighted-average number of common shares used in computing net loss per share attributable to common stockholders, basic and diluted | 82,518 | 82,166 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (8,195) | $ (4,001) |
Other comprehensive (income) loss: | ||
Foreign currency translation adjustments | 1 | (65) |
Comprehensive loss | $ (8,194) | $ (4,066) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (8,195) | $ (4,001) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 5,128 | 3,908 |
Stock-based compensation | 7,610 | 8,932 |
Amortization of debt issuance costs | 19 | |
Loss on disposal of property and equipment | 11 | |
Gain on sale of a right to use a web domain name | (4,800) | |
Allowance for doubtful accounts | (56) | 9 |
Deferred income taxes | 20 | 164 |
Change in fair value of contingent consideration | (102) | (354) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 5,731 | 3,101 |
Prepaid expenses and other current assets | (3,039) | (1,516) |
Accounts payable and other current liabilities | (1,039) | 233 |
Accrued compensation and benefits | (6,369) | (6,883) |
Deferred revenues | 486 | 333 |
Other | 1 | 3 |
Net cash provided by (used in) operating activities | 187 | (852) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,684) | (1,805) |
Proceeds from sale of a right to use a web domain name | 4,800 | |
Net cash provided by (used in) investing activities | (1,684) | 2,995 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock | 1,785 | 1,254 |
Repurchases of common stock | (10,963) | (2,052) |
Principal payments on capital lease obligations | (13) | (15) |
Net cash used in financing activities | (9,191) | (813) |
Effect of exchange rates on cash and cash equivalents | 9 | |
Net (decrease) increase in cash and cash equivalents | (10,688) | 1,339 |
Cash and cash equivalents at beginning of period | 134,947 | 201,075 |
Cash and cash equivalents at end of period | $ 124,259 | $ 202,414 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | 1. 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 | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2016 or for any other period. There have been no changes to the Company’s significant accounting policies described in the Annual Report on Form 10-K that have had a material impact on its condensed consolidated financial statements and related notes. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the Company’s condensed consolidated financial statements and accompanying notes. Such management estimates include, but are not limited to, Foreign Currency Prior to the first quarter of 2016, the functional currency of our international subsidiaries was the local currency. In the first quarter of 2016, the functional currency of certain international subsidiaries changed from the local currency to USD. This was due to significant changes in the nature of how we conduct business internationally. Gains (losses) from foreign currency transactions are included in other income (expense), net in the accompanying condensed consolidated statements of operations. Foreign currency transaction gains (losses) were immaterial in the first quarter of 2016. 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), – 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 February 2016, the FASB issued ASU 2016-02— Leases (Topic 842). In March 2016, the FASB issued ASU 2016-09— Stock Compensation (Topic 718) The Company is currently evaluating on the consolidated financial statements. Accounting Pronouncements Adopted In September 2015, the FASB issued ASU 2015-16 — Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. Fair Value Measurements The fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. The Company’s fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis are as follows (in thousands): March 31, 2016 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 19,968 $ — $ — $ 19,968 Certificate of deposit (2) — 25,000 — 25,000 Total $ 19,968 $ 25,000 $ — $ 44,968 Liabilities: Contingent consideration related to Shopmium acquisition $ — $ — $ 1,653 $ 1,653 Total $ — $ — $ 1,653 $ 1,653 December 31, 2015 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 19,948 $ — $ — $ 19,948 Certificate of deposit (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) (2) (3) The valuation technique used to measure the fair value of money market funds included using quoted prices in active markets for identical assets or liabilities. The valuation technique used to measure the fair value of certificate of deposit included using quoted prices in active markets for similar assets. The fair value of contingent consideration related to Eckim LLC (Eckim) is the result of the earnout period ending for measuring shares issuable on Eckim achieving certain revenue and profit milestones the performance against the milestones and the shares to be issued. The fair value of contingent consideration related to the acquisition of Shopmium S.A. (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 expected achievement of certain revenue and profit milestones for the year ended December 31, 2016 and 2017 and the risk free interest rate. A loss of $0.2 million was recorded as a component of loss from operations as a result of the remeasurement of the contingent consideration as of March 31, 2016. The following table represents the change in the contingent consideration (in thousands): Eckim Shopmium Level 1 Level 3 Balance as of December 31, 2015 $ 2,291 $ 1,407 Change in fair value (348 ) 246 Reclassification to stockholder's equity (1,943 ) — Balance as of March 31, 2016 $ — $ 1,653 The Company recorded a net gain due to the change in fair value of the contingent consideration of $0.1 million and $0.4 million during the three months ended March 31, 2016 and 2015, respectively. The change in fair value of the contingent consideration during the period was primarily related to the decrease in the Company’s stock price for Eckim and the increase in the likelihood of achieving certain revenue and profit milestones for Shopmium. The net g There were no transfers between fair value hierarchies during the three months ended March 31, 2016 and 2015. |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts | 3 Months Ended |
Mar. 31, 2016 | |
Receivables [Abstract] | |
Allowance for Doubtful Accounts | 4. Allowance for Doubtful Accounts The summary of activity in the allowance for doubtful accounts is as follows (in thousands): Three Months Ended March 31, 2016 2015 Balance at beginning of period $ 833 $ 408 Bad debt expense (reversal) (56 ) 9 Write-offs, net (66 ) (10 ) Balance at end of period $ 711 $ 407 |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2016 | |
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): March 31, 2016 December 31, 2015 Software $ 33,143 $ 33,139 Computer equipment 22,517 21,186 Leasehold improvements 6,486 4,721 Furniture and fixtures 2,012 1,670 Total 64,158 60,716 Accumulated depreciation and amortization (42,717 ) (39,124 ) Projects in process 997 3,536 Property and equipment, net $ 22,438 $ 25,128 Depreciation and amortization expense of property and equipment was $3.9 million and $3.1 million for the three months ended March 31, 2016 and 2015, respectively. The Company capitalized internal use software development and enhancement costs related to the Company’s of during the three months ended March Accrued Compensation and Benefits Accrued compensation and benefits consist of the following (in thousands): March 31, 2016 December 31, 2015 Bonus $ 2,258 $ 6,858 Commissions 2,130 3,645 Vacation 2,123 2,118 Payroll and related expenses 2,363 2,616 Accrued compensation and benefits $ 8,874 $ 15,237 Other Current Liabilities Other current liabilities consist of the following (in thousands): March 31, 2016 December 31, 2015 Distribution fees $ 8,078 $ 8,349 Marketing expenses 2,474 3,336 Deferred rent, current 517 346 Legal and professional fees 448 745 Accrued property and equipment 8 929 Contingent consideration — 2,291 Other 3,864 4,174 Other current liabilities $ 15,389 $ 20,170 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 6. Intangible Assets Intangible assets consist of the following (in thousands): March 31, 2016 Gross Accumulated Amortization Foreign Currency Translation March 31, 2016 Net Weighted Average Amortization Period (Years) Customer relationships $ 8,860 $ (3,749 ) $ (36 ) $ 5,075 4 Developed technologies 7,460 (2,060 ) (89 ) 5,311 4 Domain names 5,948 (3,580 ) (9 ) 2,359 3 Patents 1,050 (713 ) — 337 6 Vendor relationships 890 (500 ) — 390 2 Registered users 420 (40 ) (11 ) 369 4 Trade names 167 (156 ) 1 12 0.5 $ 24,795 $ (10,798 ) $ (144 ) $ 13,853 4 As of March 31, 2016, the Company has a domain name with a gross value of $0.4 million that has an indefinite useful life, hence is not subject to amortization. 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 4 Trade names 167 (149 ) 1 19 1 $ 24,795 $ (9,771 ) $ (144 ) $ 14,880 4 Amortization expense related to intangible assets subject to amortization was $1.0 million and $0.8 million for the three months ended March 31, 2016 and 2015, respectively. Estimated future amortization expense of intangible assets as of March 31, 2016 is as follows (in thousands): Total 2016, remaining nine months $ 3,003 2017 3,727 2018 3,449 2019 2,346 2020 907 2021 and beyond 68 Total estimated amortization expense $ 13,500 |
Debt Obligations
Debt Obligations | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt Obligations | 7. Debt Obligation In September 2013, the Company entered into an agreement with a commercial bank to establish an accounts receivable based revolving line of credit. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 8. Stock-based Compensation 2013 Equity Incentive Plan In October 2013, the Company adopted the 2013 Equity Incentive Plan (the “2013 Plan”), which became effective in March 2014 and serves as the successor to the Company’s 2006 Stock Plan (the “2006 Plan”). Under the 2013 Plan, the Company may grant stock options, stock appreciation rights, restricted stock and restricted stock units, performance shares and units to employees, directors and consultants. Stock Options The fair value of each option was estimated on the date of grant for the period presented using the following assumptions: Three Months Ended March 31, 2016 Expected life (in years) 5.93 – Risk-free interest rate 1.32% - 1.34% Volatility 65% Dividend yield — The weighted-average grant-date fair value of options granted was $8.51 per share during the three months ended March 31, 2016.There were no option grants during the three months ended March 31, 2015. Restricted Stock Units The fair value of RSUs equals the market value of the Company’s common stock on the date of the grant. The RSUs are excluded from issued and outstanding shares until they are vested. A summary of the Company’s stock option and RSU award activity under the 2013 Plan is as follows: RSUs Outstanding Options Outstanding Shares Available for Grant Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in Balance as of December 31, 2015 2,889,301 6,786,446 $ 13.14 8,469,666 $ 7.62 5.91 $ 19,231 Increase in shares authorized 3,279,811 Options granted (1,964,700 ) 1,964,700 8.51 Options exercised — (533,205 ) 3.35 2,040 Options canceled or expired 155,675 (155,675 ) 7.85 RSUs granted (968,648 ) 968,648 7.19 RSUs vested — (1,267,623 ) 13.20 RSUs canceled or expired 542,684 (542,684 ) 13.60 Balance as of March 31, 2016 3,934,123 5,944,787 $ 11.71 9,745,486 $ 8.03 6.55 $ 40,379 Vested and expected to vest as of March 31, 2016 8,899,161 $ 7.78 6.36 $ 38,717 Vested and exercisable as of March 31, 2016 6,334,334 $ 6.55 5.19 $ 34,458 The aggregate intrinsic value disclosed in the table above is based on the difference between the exercise price of the options and the fair value of the Company’s common stock. The aggregate total fair value of options which vested during the three months ended March 31, 2016 and 2015 was $0.8 million and $1.2 million, respectively. Employee Stock Purchase Plan Eligible employees can enroll and elect to contribute up to 15% of their base compensation through payroll withholdings in each offering period which is six months in duration, subject to certain limitations. The fair value of the option feature is estimated using the Black-Scholes model for the period presented based on the following assumptions: Three Months Ended March 31, 2016 2015 Expected life (in years) 0.50 0.50 Risk-free interest rate 0.33% 0.07% Volatility 72% 70% Dividend yield — — As of March 31, 2016, a total of 365,772 shares of common stock was issued under the 2013 Employee Stock Purchase Plan (“ESPP”). As of March 31, 2016, a total of 1,634,228 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 condensed consolidated statements of operations (in thousands): Three Months Ended March 31, 2016 2015 Cost of revenues $ 497 $ 449 Sales and marketing 1,583 2,941 Research and development 2,240 2,784 General and administrative 3,290 2,758 Total stock-based compensation expense $ 7,610 $ 8,932 The amount of stock-based compensation cost capitalized in property and equipment, net on the accompanying condensed consolidated balance sheets was immaterial for all periods presented. As of March 31, 2016, there was $54.2 million of unrecognized stock-based compensation expense (net of estimated forfeitures), of which $11.8 million is related to stock options and ESPP shares and $42.4 million is related to RSUs. The total unrecognized stock-based compensation expense related to stock options and ESPP as of March 31, 2016 will be amortized over a weighted-average period of 3.25 years. The total unrecognized stock-based compensation expense related to RSUs as of March 31, 2016 will be amortized over a weighted-average period of 2.69 years. |
Common Stock Repurchase Program
Common Stock Repurchase Program | 3 Months Ended |
Mar. 31, 2016 | |
Common Stock Repurchase Program [Abstract] | |
Common Stock Repurchase Program | 9. Common Stock Repurchase Program In February 2015, the Company’s Board of Directors authorized a Share Repurchase Program (“Program”) to repurchase During the three months ended March 31, 2016, the Company repurchased shares of its common stock for an aggregate amount of $8.0 million under the Program and under the New Program. As of March 31, 2016, |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The Company recorded an income tax provision of $46,000 and $0.2 million during the three months ended March 31, 2016 and 2015, respectively. The decrease in income tax expense of $0.1 million is primarily attributable to the change in deferred tax liabilities as a result of the change in fair value of contingent consideration from prior year acquisitions and a decrease in foreign income taxed at non-US tax rates. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 11. Net Loss per Share The computation of the Company’s basic and diluted net loss per share attributable to common stockholders is as follows (in thousands, except per share data): Three Months Ended March 31, 2016 2015 Net loss $ (8,195 ) $ (4,001 ) Weighted-average number of common shares used in computing net loss per share attributable to common stockholders, basic and diluted 82,518 82,166 Net loss per share attributable to common stockholders, basic and diluted $ (0.10 ) $ (0.05 ) The outstanding common equivalent shares excluded from the computation of the diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive are as follows (in thousands): Three Months Ended March 31, 2016 2015 Stock options and ESPP 9,851 9,200 Restricted stock units 5,623 7,526 15,474 16,726 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Leases As of March 31, 2016, the Company’s minimum payments under its non-cancelable operating and capital leases are as follows (in thousands): Operating Leases Capital Leases 2016, remaining nine months $ 2,909 $ 38 2017 2,323 22 2018 2,004 18 2019 2,004 1 2020 1,989 — 2021 and thereafter 2,382 — Total minimum payments $ 13,611 $ 79 Less: Amount representing interest 4 Present value of capital lease obligations 75 Less: Current portion 41 Capital lease obligation, net of current portion $ 34 The Company leases various office facilities, including its corporate headquarters in Mountain View, California and various sales offices, under non-cancelable operating lease agreements that expire through December 2024. In the first quarter of 2016, we entered into a lease agreement for an office facility located in Cincinnati, Ohio which will expire in June 2024. The terms of the lease agreements provide for rental payments on a graduated basis. We recognize rent expense on a straight-line basis over the lease periods. Additionally, the Company leases certain equipment under non-cancelable operating leases at its facilities and its leased data center operations. Rent expense pursuant to all operating lease agreements Purchase Obligations The Company has unconditional purchase obligations which expire through 2034 in the amount of $6.8 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. Other Contractual Commitments The Company has entered into service agreements under which the Company is obligated to prepay non-refundable amounts of up to $3.7 million over three years or earlier upon achievement of certain milestones. As of March 31, 2016, the Company has a remaining non-refundable and unamortized prepayment balance of $7.2 million recorded in other assets on the accompanying condensed consolidated balance sheets. These prepayments will be recognized as cost of revenues over the related service period. Indemnification In the normal course of business, to facilitate transactions related to the Company’s operations, the Company indemnifies certain parties, including CPGs, advertising agencies and other third parties including retailers. The Company has agreed to hold certain parties harmless against losses arising from claims of intellectual property infringement or other liabilities relating to or arising from our products or services or other contractual infringement. The term of these indemnity provisions generally survive termination or expiration of the applicable agreement. To date, the Company has not recorded any liabilities related to these agreements. Litigation On March 11, 2015, a putative stockholder class action lawsuit was filed against us, the members of our board of directors, certain of our executive officers and the underwriters of our IPO: Nguyen v. Coupons.com Incorporated, Nguyen v. Coupons.com Incorporated O’Donnell v. Coupons.com Incorporated So v. Coupons.com Incorporated Silverberg v. Coupons.com Incorporated Nguyen, So and Silverberg O’Donnell In addition, in the ordinary course of business, the Company may be involved in lawsuits, claims, investigations, and proceedings consisting of intellectual property, commercial, employment, and other matters. The Company records a provision for these claims when it is both probable that a liability has been incurred and the amount of the loss, or a range of the potential loss, can be reasonably estimated. These provisions are reviewed regularly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information or events pertaining to a particular case. In the event that one or more of these matters were to result in a claim against the Company, an adverse outcome, including a judgment or settlement, may cause a material adverse effect on the Company’s future business, operating results, or financial condition. The Company believes that liabilities associated with existing claims are remote, therefore the Company has not recorded any accrual for claims as of March 31, 2016 and December 31, 2015. We expense legal fees in the period in which they are incurred. |
Employee Benefit Plan
Employee Benefit Plan | 3 Months Ended |
Mar. 31, 2016 | |
Defined Contribution Pension And Other Postretirement Plans Disclosure [Abstract] | |
Employee Benefit Plan | 13. 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 $0.6 million and $0.7 million for the three months ended March 31, 2016 and 2015, respectively. |
Information About Geographic Ar
Information About Geographic Areas | 3 Months Ended |
Mar. 31, 2016 | |
Segments Geographical Areas [Abstract] | |
Information About Geographic Areas | 14. Information About Geographic Areas Revenues generated outside of the United States were insignificant for all periods presented. Additionally, as the Company’s assets are primarily located in the United States, information regarding geographical location is not presented, as such amounts are immaterial to these condensed consolidated financial statements taken as a whole. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2016 or for any other period. There have been no changes to the Company’s significant accounting policies described in the Annual Report on Form 10-K that have had a material impact on its condensed consolidated financial statements and related notes. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the Company’s condensed consolidated financial statements and accompanying notes. Such management estimates include, but are not limited to, |
Foreign Currency | Foreign Currency Prior to the first quarter of 2016, the functional currency of our international subsidiaries was the local currency. In the first quarter of 2016, the functional currency of certain international subsidiaries changed from the local currency to USD. This was due to significant changes in the nature of how we conduct business internationally. Gains (losses) from foreign currency transactions are included in other income (expense), net in the accompanying condensed consolidated statements of operations. Foreign currency transaction gains (losses) were immaterial in the first quarter of 2016. |
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), – 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 February 2016, the FASB issued ASU 2016-02— Leases (Topic 842). In March 2016, the FASB issued ASU 2016-09— Stock Compensation (Topic 718) The Company is currently evaluating on the consolidated financial statements. Accounting Pronouncements Adopted In September 2015, the FASB issued ASU 2015-16 — Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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): March 31, 2016 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 19,968 $ — $ — $ 19,968 Certificate of deposit (2) — 25,000 — 25,000 Total $ 19,968 $ 25,000 $ — $ 44,968 Liabilities: Contingent consideration related to Shopmium acquisition $ — $ — $ 1,653 $ 1,653 Total $ — $ — $ 1,653 $ 1,653 December 31, 2015 Level 1 Level 2 Level 3 Total Assets: Money market funds (1) $ 19,948 $ — $ — $ 19,948 Certificate of deposit (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) (2) (3) |
Summary of Changes in Contingent Consideration | The following table represents the change in the contingent consideration (in thousands): Eckim Shopmium Level 1 Level 3 Balance as of December 31, 2015 $ 2,291 $ 1,407 Change in fair value (348 ) 246 Reclassification to stockholder's equity (1,943 ) — Balance as of March 31, 2016 $ — $ 1,653 |
Allowance for Doubtful Accoun23
Allowance for Doubtful Accounts (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Receivables [Abstract] | |
Summary of Activity in Allowance for Doubtful Accounts | The summary of activity in the allowance for doubtful accounts is as follows (in thousands): Three Months Ended March 31, 2016 2015 Balance at beginning of period $ 833 $ 408 Bad debt expense (reversal) (56 ) 9 Write-offs, net (66 ) (10 ) Balance at end of period $ 711 $ 407 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Balance Sheet Related Disclosures [Abstract] | |
Property and Equipment, Net | Property and equipment consist of the following (in thousands): March 31, 2016 December 31, 2015 Software $ 33,143 $ 33,139 Computer equipment 22,517 21,186 Leasehold improvements 6,486 4,721 Furniture and fixtures 2,012 1,670 Total 64,158 60,716 Accumulated depreciation and amortization (42,717 ) (39,124 ) Projects in process 997 3,536 Property and equipment, net $ 22,438 $ 25,128 |
Accrued Compensation and Benefits | Accrued compensation and benefits consist of the following (in thousands): March 31, 2016 December 31, 2015 Bonus $ 2,258 $ 6,858 Commissions 2,130 3,645 Vacation 2,123 2,118 Payroll and related expenses 2,363 2,616 Accrued compensation and benefits $ 8,874 $ 15,237 |
Other Current Liabilities | Other current liabilities consist of the following (in thousands): March 31, 2016 December 31, 2015 Distribution fees $ 8,078 $ 8,349 Marketing expenses 2,474 3,336 Deferred rent, current 517 346 Legal and professional fees 448 745 Accrued property and equipment 8 929 Contingent consideration — 2,291 Other 3,864 4,174 Other current liabilities $ 15,389 $ 20,170 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible assets consist of the following (in thousands): March 31, 2016 Gross Accumulated Amortization Foreign Currency Translation March 31, 2016 Net Weighted Average Amortization Period (Years) Customer relationships $ 8,860 $ (3,749 ) $ (36 ) $ 5,075 4 Developed technologies 7,460 (2,060 ) (89 ) 5,311 4 Domain names 5,948 (3,580 ) (9 ) 2,359 3 Patents 1,050 (713 ) — 337 6 Vendor relationships 890 (500 ) — 390 2 Registered users 420 (40 ) (11 ) 369 4 Trade names 167 (156 ) 1 12 0.5 $ 24,795 $ (10,798 ) $ (144 ) $ 13,853 4 As of March 31, 2016, the Company has a domain name with a gross value of $0.4 million that has an indefinite useful life, hence is not subject to amortization. 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 4 Trade names 167 (149 ) 1 19 1 $ 24,795 $ (9,771 ) $ (144 ) $ 14,880 4 |
Estimated Amortization of Intangible Assets | Estimated future amortization expense of intangible assets as of March 31, 2016 is as follows (in thousands): Total 2016, remaining nine months $ 3,003 2017 3,727 2018 3,449 2019 2,346 2020 907 2021 and beyond 68 Total estimated amortization expense $ 13,500 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Assumptions Used to Estimate the Fair Value of Stock Options | The fair value of each option was estimated on the date of grant for the period presented using the following assumptions: Three Months Ended March 31, 2016 Expected life (in years) 5.93 – Risk-free interest rate 1.32% - 1.34% Volatility 65% Dividend yield — |
Summary of Stock Option and Restricted Stock Units Award Activity | A summary of the Company’s stock option and RSU award activity under the 2013 Plan is as follows: RSUs Outstanding Options Outstanding Shares Available for Grant Number of Shares Weighted Average Grant Date Fair Value Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in Balance as of December 31, 2015 2,889,301 6,786,446 $ 13.14 8,469,666 $ 7.62 5.91 $ 19,231 Increase in shares authorized 3,279,811 Options granted (1,964,700 ) 1,964,700 8.51 Options exercised — (533,205 ) 3.35 2,040 Options canceled or expired 155,675 (155,675 ) 7.85 RSUs granted (968,648 ) 968,648 7.19 RSUs vested — (1,267,623 ) 13.20 RSUs canceled or expired 542,684 (542,684 ) 13.60 Balance as of March 31, 2016 3,934,123 5,944,787 $ 11.71 9,745,486 $ 8.03 6.55 $ 40,379 Vested and expected to vest as of March 31, 2016 8,899,161 $ 7.78 6.36 $ 38,717 Vested and exercisable as of March 31, 2016 6,334,334 $ 6.55 5.19 $ 34,458 |
Summary of Assumptions Used to Estimate the Fair Value of Employee Stock Purchase Plan | The fair value of the option feature is estimated using the Black-Scholes model for the period presented based on the following assumptions: Three Months Ended March 31, 2016 2015 Expected life (in years) 0.50 0.50 Risk-free interest rate 0.33% 0.07% Volatility 72% 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 condensed consolidated statements of operations (in thousands): Three Months Ended March 31, 2016 2015 Cost of revenues $ 497 $ 449 Sales and marketing 1,583 2,941 Research and development 2,240 2,784 General and administrative 3,290 2,758 Total stock-based compensation expense $ 7,610 $ 8,932 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss per Share Attributable to Common Stockholders | The computation of the Company’s basic and diluted net loss per share attributable to common stockholders is as follows (in thousands, except per share data): Three Months Ended March 31, 2016 2015 Net loss $ (8,195 ) $ (4,001 ) Weighted-average number of common shares used in computing net loss per share attributable to common stockholders, basic and diluted 82,518 82,166 Net loss per share attributable to common stockholders, basic and diluted $ (0.10 ) $ (0.05 ) |
Schedule of Outstanding Common Equivalent Shares Excluded from Computation of Diluted Net Loss per Share Attributable to Common Stockholders | The outstanding common equivalent shares excluded from the computation of the diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive are as follows (in thousands): Three Months Ended March 31, 2016 2015 Stock options and ESPP 9,851 9,200 Restricted stock units 5,623 7,526 15,474 16,726 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Minimum Payments Under Non-Cancelable Operating and Capital Leases | As of March 31, 2016, the Company’s minimum payments under its non-cancelable operating and capital leases are as follows (in thousands): Operating Leases Capital Leases 2016, remaining nine months $ 2,909 $ 38 2017 2,323 22 2018 2,004 18 2019 2,004 1 2020 1,989 — 2021 and thereafter 2,382 — Total minimum payments $ 13,611 $ 79 Less: Amount representing interest 4 Present value of capital lease obligations 75 Less: Current portion 41 Capital lease obligation, net of current portion $ 34 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | |
Assets: | |||
Assets fair value | $ 44,968 | $ 44,948 | |
Liabilities: | |||
Liabilities fair value | 1,653 | 3,698 | |
Certificate Of Deposit | |||
Assets: | |||
Assets fair value | [1] | 25,000 | 25,000 |
Money Market Funds | |||
Assets: | |||
Assets fair value | [2] | 19,968 | 19,948 |
Contingent Consideration | Shopmium Acquisition | |||
Liabilities: | |||
Liabilities fair value | 1,653 | 1,407 | |
Contingent Consideration | Eckim Acquisition | |||
Liabilities: | |||
Liabilities fair value | [3] | 2,291 | |
Level 1 | |||
Assets: | |||
Assets fair value | 19,968 | 19,948 | |
Liabilities: | |||
Liabilities fair value | 2,291 | ||
Level 1 | Money Market Funds | |||
Assets: | |||
Assets fair value | [2] | 19,968 | 19,948 |
Level 1 | Contingent Consideration | Eckim Acquisition | |||
Liabilities: | |||
Liabilities fair value | [3] | 2,291 | |
Level 2 | |||
Assets: | |||
Assets fair value | 25,000 | 25,000 | |
Level 2 | Certificate Of Deposit | |||
Assets: | |||
Assets fair value | [1] | 25,000 | 25,000 |
Level 3 | |||
Liabilities: | |||
Liabilities fair value | 1,653 | 1,407 | |
Level 3 | Contingent Consideration | Shopmium Acquisition | |||
Liabilities: | |||
Liabilities fair value | $ 1,653 | $ 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 ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Gain from reclassification of contingent liability | $ 102,000 | $ 354,000 |
Change in fair value of contingent consideration | 102,000 | 354,000 |
Transfers between fair value hierarchies | $ 0 | $ 0 |
Eckim, LLC | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Business combination, equity issuable date | Apr. 30, 2016 | |
Reclassification of contingent liability to stockholder's equity | $ 1,900,000 | |
Gain from reclassification of contingent liability | 300,000 | |
Shopmium | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Change in fair value of contingent consideration | $ (200,000) |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Balance as of December 31, 2015 | $ 1,407 | |
Change in fair value | 102 | $ 354 |
Balance as of March 31, 2016 | 1,653 | |
Change in fair value of contingent consideration | (102) | $ (354) |
Eckim, LLC | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Change in fair value | 300 | |
Reclassification to stockholder's equity | (1,900) | |
Eckim, LLC | Level 1 | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Balance as of December 31, 2015 | 2,291 | |
Change in fair value | (348) | |
Reclassification to stockholder's equity | (1,943) | |
Shopmium | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Change in fair value of contingent consideration | 200 | |
Shopmium | Level 3 | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Balance as of December 31, 2015 | 1,407 | |
Change in fair value of contingent consideration | 246 | |
Balance as of March 31, 2016 | $ 1,653 |
Allowance for Doubtful Accoun32
Allowance for Doubtful Accounts - Summary of Activity in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Receivables [Abstract] | ||
Balance at beginning of period | $ 833 | $ 408 |
Bad debt expense (reversal) | (56) | 9 |
Write-offs, net | (66) | (10) |
Balance at end of period | $ 711 | $ 407 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, Total | $ 64,158 | $ 60,716 |
Accumulated depreciation and amortization | (42,717) | (39,124) |
Projects in process | 997 | 3,536 |
Property and equipment, net | 22,438 | 25,128 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Total | 33,143 | 33,139 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Total | 22,517 | 21,186 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Total | 6,486 | 4,721 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Total | $ 2,012 | $ 1,670 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |||
Depreciation | $ 3.9 | $ 3.1 | |
Capitalized costs | 0.1 | 0.3 | |
Amortization expense | 2.7 | $ 2.3 | |
Unamortized costs | $ 8.6 | $ 11.1 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Compensation and Benefits (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Payables And Accruals [Abstract] | ||
Bonus | $ 2,258 | $ 6,858 |
Commissions | 2,130 | 3,645 |
Vacation | 2,123 | 2,118 |
Payroll and related expenses | 2,363 | 2,616 |
Accrued compensation and benefits | $ 8,874 | $ 15,237 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Payables And Accruals [Abstract] | ||
Distribution fees | $ 8,078 | $ 8,349 |
Marketing expenses | 2,474 | 3,336 |
Deferred rent, current | 517 | 346 |
Legal and professional fees | 448 | 745 |
Accrued property and equipment | 8 | 929 |
Contingent consideration | 2,291 | |
Other | 3,864 | 4,174 |
Other current liabilities | $ 15,389 | $ 20,170 |
Intangible Assets - Intangible
Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 24,795 | $ 24,795 |
Accumulated Amortization | (10,798) | (9,771) |
Foreign Currency Translation | (144) | (144) |
Net | $ 13,853 | $ 14,880 |
Weighted Average Amortization Period (Years) | 4 years | 4 years |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 8,860 | $ 8,860 |
Accumulated Amortization | (3,749) | (3,345) |
Foreign Currency Translation | (36) | (36) |
Net | $ 5,075 | $ 5,479 |
Weighted Average Amortization Period (Years) | 4 years | 4 years |
Developed Technologies | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 7,460 | $ 7,460 |
Accumulated Amortization | (2,060) | (1,709) |
Foreign Currency Translation | (89) | (89) |
Net | $ 5,311 | $ 5,662 |
Weighted Average Amortization Period (Years) | 4 years | 4 years |
Domain Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 5,948 | $ 5,948 |
Accumulated Amortization | (3,580) | (3,419) |
Foreign Currency Translation | (9) | (9) |
Net | $ 2,359 | $ 2,520 |
Weighted Average Amortization Period (Years) | 3 years | 3 years |
Patents | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 1,050 | $ 1,050 |
Accumulated Amortization | (713) | (686) |
Net | $ 337 | $ 364 |
Weighted Average Amortization Period (Years) | 6 years | 6 years |
Vendor Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 890 | $ 890 |
Accumulated Amortization | (500) | (445) |
Net | $ 390 | $ 445 |
Weighted Average Amortization Period (Years) | 2 years | 2 years |
Registered Users | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 420 | $ 420 |
Accumulated Amortization | (40) | (18) |
Foreign Currency Translation | (11) | (11) |
Net | $ 369 | $ 391 |
Weighted Average Amortization Period (Years) | 4 years | 4 years |
Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 167 | $ 167 |
Accumulated Amortization | (156) | (149) |
Foreign Currency Translation | 1 | 1 |
Net | $ 12 | $ 19 |
Weighted Average Amortization Period (Years) | 6 months | 1 year |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Intangible Assets [Line Items] | ||
Amortization expense of intangible assets | $ 1 | $ 0.8 |
Domain Names | ||
Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | $ 0.4 |
Intangible Assets - Estimated A
Intangible Assets - Estimated Amortization of Intangible Assets (Details) $ in Thousands | Mar. 31, 2016USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2016, remaining nine months | $ 3,003 |
2,017 | 3,727 |
2,018 | 3,449 |
2,019 | 2,346 |
2,020 | 907 |
2021 and beyond | 68 |
Total estimated amortization expense | $ 13,500 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Assumptions Used to Estimate the Fair Value of Stock Options (Details) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 1.32% | |
Risk-free interest rate, maximum | 1.34% | |
Volatility | 65.00% | |
Employee Stock Purchase Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life (in years) | 6 months | 6 months |
Risk-free interest rate | 0.33% | 0.07% |
Volatility | 72.00% | 70.00% |
Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life (in years) | 5 years 11 months 5 days | |
Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life (in years) | 6 years 29 days |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 31, 2016 | Mar. 31, 2016 | Mar. 31, 2015 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted average grant date fair value | $ 8.51 | ||
Options granted | 1,964,700 | 0 | |
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 | 365,772 | ||
Shares available for issuance | 1,634,228 | 1,634,228 | |
Restricted Stock Units | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Fair value of options vested, total | $ 0.8 | $ 1.2 | |
Unrecognized stock based compensation, net of forfeitures | $ 42.4 | $ 42.4 | |
Unrecognized stock based compensation, amortized weighted average period | 2 years 8 months 9 days | ||
Stock Based Compensation Expense | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unrecognized stock based compensation, net of forfeitures | 54.2 | $ 54.2 | |
Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Unrecognized stock based compensation, net of forfeitures | $ 11.8 | $ 11.8 | |
Unrecognized stock based compensation, amortized weighted average period | 3 years 3 months |
Stock-Based Compensation - Su42
Stock-Based Compensation - Summary of Stock Option and Restricted Stock Units Award Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Shares Available for Grant | |||
Beginning balance | 2,889,301 | ||
Increase in shares authorized | 3,279,811 | ||
Options granted | (1,964,700) | 0 | |
Options canceled or expired | 155,675 | ||
RSUs granted | (968,648) | ||
RSUs canceled or expired | 542,684 | ||
Ending balance | 3,934,123 | 2,889,301 | |
Number of Shares | |||
Beginning balance | 8,469,666 | ||
Options granted | 1,964,700 | 0 | |
Options exercised | (533,205) | ||
Options canceled or expired | (155,675) | ||
Ending balance | 9,745,486 | 8,469,666 | |
Vested and expected to vest at the end of period | 8,899,161 | ||
Vested and exercisable at the end of period | 6,334,334 | ||
Weighted Average Exercise Price | |||
Beginning balance | $ 7.62 | ||
Options granted | 8.51 | ||
Options exercised | 3.35 | ||
Options canceled or expired | 7.85 | ||
Ending balance | 8.03 | $ 7.62 | |
Vested and expected to vest at the end of period | 7.78 | ||
Vested and exercisable at the end of period | $ 6.55 | ||
Weighted Average Remaining Contractual Term (Years) / Aggregate Intrinsic Value | |||
Weighted Average Remaining Contractual Term (Years) | 6 years 6 months 18 days | 5 years 10 months 28 days | |
Vested and expected to vest at the end of period | 6 years 4 months 10 days | ||
Vested and exercisable at the end of period | 5 years 2 months 9 days | ||
Aggregate Intrinsic Value, Beginning balance | $ 19,231 | ||
Aggregate Intrinsic Value, Options exercised | 2,040 | ||
Aggregate Intrinsic Value, Ending balance | 40,379 | $ 19,231 | |
Vested and expected to vest at the end of period | 38,717 | ||
Vested and exercisable at the end of period | $ 34,458 | ||
Restricted Stock Units, Number of Shares | |||
RSUs granted | 968,648 | ||
RSUs canceled or expired | (542,684) | ||
Restricted Stock Units | |||
Shares Available for Grant | |||
RSUs granted | (968,648) | ||
RSUs canceled or expired | 542,684 | ||
Restricted Stock Units, Number of Shares | |||
Beginning balance | 6,786,446 | ||
RSUs granted | 968,648 | ||
RSUs vested | (1,267,623) | ||
RSUs canceled or expired | (542,684) | ||
Ending balance | 5,944,787 | 6,786,446 | |
Weighted Average Grant Date Fair Value | |||
Beginning Balance | $ 13.14 | ||
RSUs granted | 7.19 | ||
RSUs vested | 13.20 | ||
RSUs canceled or expired | 13.60 | ||
Ending balance | $ 11.71 | $ 13.14 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation | $ 7,610 | $ 8,932 |
Cost of Revenues | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation | 497 | 449 |
Sales and Marketing | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation | 1,583 | 2,941 |
Research and Development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation | 2,240 | 2,784 |
General and Administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation | $ 3,290 | $ 2,758 |
Common Stock Repurchase Progr44
Common Stock Repurchase Program - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Feb. 29, 2016 | Feb. 28, 2015 | |
Share Repurchase Program | |||
Common Stock Repurchases [Line Items] | |||
Stock repurchased, amount | $ 8,000,000 | $ 31,300,000 | |
Remaining amount available for future share repurchases | 18,700,000 | ||
Stock repurchase program expiration month and year | 2016-02 | ||
New Share Purchase Program | |||
Common Stock Repurchases [Line Items] | |||
Stock repurchased, amount | $ 3,000,000 | ||
Remaining amount available for future share repurchases | $ 47,000,000 | ||
Stock repurchase program expiration month and year | 2017-02 | ||
Maximum | Share Repurchase Program | |||
Common Stock Repurchases [Line Items] | |||
Repurchase of authorized common stock | $ 50,000,000 | ||
Maximum | Common Stock | Stock Repurchase Program through February 2017 | |||
Common Stock Repurchases [Line Items] | |||
Repurchase of authorized common stock | $ 50,000,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $ 46 | $ 192 |
Decrease in income tax expense | $ 100 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Computation of Basic and Diluted Net Loss per Share Attributable to Common Stockholders (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (8,195) | $ (4,001) |
Weighted-average number of common shares used in computing net loss per share attributable to common stockholders, basic and diluted | 82,518 | 82,166 |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.10) | $ (0.05) |
Net Loss per Share - Schedule47
Net Loss per Share - Schedule of Outstanding Common Equivalent Shares Excluded from Computation of Diluted Net Loss per Share Attributable to Common Stockholders (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Outstanding common equivalent shares | 15,474 | 16,726 |
Stock Options and ESPP | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Outstanding common equivalent shares | 9,851 | 9,200 |
Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Outstanding common equivalent shares | 5,623 | 7,526 |
Commitments and Contingencies -
Commitments and Contingencies - Minimum Payments Under Non-Cancelable Operating and Capital Leases (Details) $ in Thousands | Mar. 31, 2016USD ($) |
Operating Leases | |
2016, remaining nine months | $ 2,909 |
2,017 | 2,323 |
2,018 | 2,004 |
2,019 | 2,004 |
2,020 | 1,989 |
2021 and thereafter | 2,382 |
Total minimum payments | 13,611 |
Capital Leases | |
2016, remaining nine months | 38 |
2,017 | 22 |
2,018 | 18 |
2,019 | 1 |
Total minimum payments | 79 |
Less: Amount representing interest | 4 |
Present value of capital lease obligations | 75 |
Less: Current portion | 41 |
Capital lease obligation, net of current portion | $ 34 |
Commitments and Contingencies49
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Commitments And Contingencies [Line Items] | ||
Non-cancelable operating lease agreements expiration | 2024-12 | |
Rent expense | $ 0.9 | $ 0.8 |
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 obligations | $ 6.8 | |
Unconditional purchase obligations year | 2,034 | |
Period of unconditional purchase obligations | 20 years | |
Service Agreements | ||
Commitments And Contingencies [Line Items] | ||
Non-refundable amounts under service agreements | $ 3.7 | |
Non-refundable and unamortized prepayment | $ 7.2 | |
Ohio | ||
Commitments And Contingencies [Line Items] | ||
Non-cancelable operating lease agreements expiration | 2024-06 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
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 | $ 600,000 | $ 700,000 |