Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 03, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | QUOT | |
Entity Registrant Name | Quotient Technology Inc. | |
Entity Central Index Key | 0001115128 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 93,656,678 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 286,458 | $ 302,028 |
Short-term investments | 20,738 | |
Accounts receivable, net of allowance for doubtful accounts of $1,331 and $1,200 at March 31, 2019 and December 31, 2018, respectively | 108,323 | 112,108 |
Prepaid expenses and other current assets | 10,931 | 10,044 |
Total current assets | 405,712 | 444,918 |
Property and equipment, net | 15,379 | 15,579 |
Intangible assets, net | 76,085 | 81,724 |
Goodwill | 118,821 | 118,821 |
Other assets | 8,628 | 1,311 |
Total assets | 624,625 | 662,353 |
Current liabilities: | ||
Accounts payable | 17,478 | 17,060 |
Accrued compensation and benefits | 8,099 | 13,107 |
Other current liabilities | 42,797 | 53,255 |
Deferred revenues | 9,807 | 8,686 |
Contingent consideration related to acquisitions | 24,893 | |
Total current liabilities | 103,074 | 92,108 |
Other non-current liabilities | 7,668 | 3,622 |
Contingent consideration related to acquisitions | 7,133 | 28,963 |
Convertible senior notes, net | 158,276 | 155,719 |
Deferred tax liabilities | 1,854 | 1,854 |
Total liabilities | 278,005 | 282,266 |
Commitments and contingencies (Note 14) | ||
Stockholders’ equity: | ||
Preferred stock, $0.00001 par value—10,000,000 shares authorized and no shares issued or outstanding at March 31, 2019 and December 31, 2018 | ||
Common stock, $0.00001 par value—250,000,000 shares authorized; 93,536,042 and 94,995,211 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively | 1 | 1 |
Additional paid-in capital | 689,809 | 703,023 |
Accumulated other comprehensive loss | (814) | (844) |
Accumulated deficit | (342,376) | (322,093) |
Total stockholders’ equity | 346,620 | 380,087 |
Total liabilities and stockholders’ equity | $ 624,625 | $ 662,353 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 1,331 | $ 1,200 |
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 | 93,536,042 | 94,995,211 |
Common stock, shares outstanding | 93,536,042 | 94,995,211 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
Revenues | $ 98,107 | $ 86,766 |
Costs and expenses: | ||
Cost of revenues | 56,823 | 40,453 |
Sales and marketing | 25,523 | 23,830 |
Research and development | 10,370 | 12,626 |
General and administrative | 13,623 | 11,392 |
Change in fair value of escrowed shares and contingent consideration, net | 3,062 | 7,350 |
Total costs and expenses | 109,401 | 95,651 |
Loss from operations | (11,294) | (8,885) |
Interest expense | (3,439) | (3,308) |
Other income (expense), net | 1,531 | 938 |
Loss before income taxes | (13,202) | (11,255) |
Provision for income taxes | 26 | 102 |
Net loss | $ (13,228) | $ (11,357) |
Net loss per share, basic and diluted | $ (0.14) | $ (0.12) |
Weighted-average number of common shares used in computing net loss per share, basic and diluted | 94,263 | 92,711 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (13,228) | $ (11,357) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | 30 | (22) |
Comprehensive loss | $ (13,198) | $ (11,379) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Common Stock and Additional Paid-In Capital | Treasury Stock | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Beginning balances at Dec. 31, 2017 | $ 398,041 | $ 686,025 | $ (700) | $ (287,285) | |
Other comprehensive income (loss) | (22) | (22) | |||
Cumulative-effect of accounting change | 105 | ||||
Stock-based compensation | 7,857 | ||||
Exercise of employee stock options | 1,675 | ||||
Payments for taxes related to net share settlement of equity awards | (6,859) | ||||
Change in fair value of escrowed shares related to a services and data agreement | 1,350 | ||||
Net loss | (11,357) | (11,357) | |||
Ending balance at Mar. 31, 2018 | 390,789 | 690,048 | (722) | (298,537) | |
Beginning balances at Dec. 31, 2018 | 380,087 | 703,023 | (844) | (322,093) | |
Other comprehensive income (loss) | 30 | 30 | |||
Repurchase of common stock | $ (25,162) | ||||
Stock-based compensation | 8,102 | ||||
Exercise of employee stock options | 1,443 | ||||
Payments for taxes related to net share settlement of equity awards | (4,651) | ||||
Retirement of treasury stock | (18,107) | $ 25,162 | (7,055) | ||
Net loss | (13,228) | (13,228) | |||
Ending balance at Mar. 31, 2019 | $ 346,620 | $ 689,810 | $ (814) | $ (342,376) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (13,228) | $ (11,357) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 7,722 | 4,417 |
Stock-based compensation | 8,048 | 7,796 |
Amortization of debt discount and issuance cost | 2,558 | 2,425 |
Loss on disposal of property and equipment | 3 | 2 |
Allowance for doubtful accounts | 132 | 95 |
Deferred income taxes | 25 | 102 |
Change in fair value of escrowed shares and contingent consideration, net | 3,062 | 7,350 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 3,652 | (4,433) |
Prepaid expenses and other current assets | (791) | (1,634) |
Accounts payable and other current liabilities | 2,418 | (5,783) |
Accrued compensation and benefits | (5,004) | (5,901) |
Deferred revenues | 1,121 | 668 |
Net cash provided by (used in) operating activities | 9,718 | (6,253) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,994) | (1,713) |
Purchase of intangible assets | (14,611) | |
Purchases of short-term investments | (25,721) | |
Proceeds from maturities of short-term investment | 20,738 | 34,750 |
Net cash provided by investing activities | 4,133 | 7,316 |
Cash flows from financing activities: | ||
Proceeds from issuances of common stock under stock plans | 1,443 | 1,675 |
Payments for taxes related to net share settlement of equity awards | (4,651) | (6,857) |
Repurchases and retirement of common stock under share repurchase program | (26,134) | |
Principal payments on promissory note and capital lease obligations | (77) | (82) |
Net cash used in financing activities | (29,419) | (5,264) |
Effect of exchange rates on cash and cash equivalents | (2) | 13 |
Net decrease in cash and cash equivalents | (15,570) | (4,188) |
Cash and cash equivalents at beginning of period | 302,028 | 334,635 |
Cash and cash equivalents at end of period | 286,458 | 330,447 |
Supplemental disclosures of cash flow information: | ||
Cash paid for income taxes | 57 | 42 |
Cash paid for interest | 6 | 8 |
Supplemental disclosures of noncash investing and financing activities: | ||
Fixed asset purchases not yet paid | 826 | $ 320 |
Repurchase of common stock not settled | $ 586 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | 1. Description of Business Quotient Technology Inc. (together with its subsidiaries, the “Company”), is an industry leading digital marketing platform, providing technology and services that power integrated digital promotions and media programs for consumer packaged goods (“CPG”s) brands and retailers. These programs are delivered across the Company’s network, including its flagship consumer brand Coupons.com and retail partners. This network provides the Company with proprietary and licensed data, including online behaviors, purchase intent, and retailers’ in-store point-of-sale (“POS”) shopper data, to target shoppers with the most relevant digital coupons and ads. Customers and partners use the Company to influence shoppers via digital channels, integrate marketing and merchandising programs, and leverage shopper data and insights to drive measurable sales results. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
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, 2018. 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, 2019 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 except for the adoption of the requirements of Accounting Standards Update ("ASU") No. 2016-02, Leases Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the Company’s condensed consolidated financial statements and accompanying notes. Such management estimates include, but are not limited to, revenue recognition, collectability of accounts receivable, coupon code sales return reserve, valuation of assets acquired and liabilities assumed in a business combination, useful lives of intangible assets and property and equipment, estimates related to recovery of long-lived assets and goodwill, stock-based compensation, measurement of contingent consideration, restructuring accruals, classification of current and non-current deferred revenue, debt discounts, and income taxes, deferred income tax assets and associated valuation allowances. These estimates generally require judgments, may involve the analysis of historical and prediction of future trends, and are subject to change from period to period. Actual results may differ from the Company’s estimates, and such differences may be material to the accompanying condensed consolidated financial statements. Recently Issued Accounting Pronouncements Accounting Pronouncements Adopted Leases Topic 842 : Leases (Topic 842). The Company adopted ASU 2016-02 in the first quarter of 2019 utilizing the modified retrospective transition method through a cumulative-effect adjustment at the beginning of the first quarter of 2019. The Company has elected certain practical expedients, which allows the Company not to reassess (i) whether any expired or existing contracts as of the adoption date are or contain a lease, (ii) lease classification for any expired or existing leases as of the adoption date and (iii) initial direct costs for any existing leases as of the adoption date. The Company has elected to account for lease and non-lease components as a single lease component. In addition, the Company has elected not to recognize right-of-use assets and liabilities for short-term leases with terms of twelve months or less. The adoption of ASU 2016-02 on January 1, 2019, resulted in the recognition of 1) right-of-use assets of $8.5 million, adjusted for deferred rent and lease incentives as of the adoption date, and 2) lease liabilities for operating leases of $11.5 million on its condensed consolidated balance sheet, with no material impact to its condensed consolidated statements of operations and cash flows. Refer to Note 13 for further information regarding the impact of adoption of the standard on the Company’s condensed consolidated financial statements. Revenue from Contracts with Customers Topic 606: In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers The Company adopted Topic 606 as of January 1, 2018, using the modified retrospective method. As a result of adopting the new standard, the Company recorded a net increase to retained earnings of $0.1 million as of January 1, 2018, with the impact primarily related to unbilled receivables for performance obligations that have been satisfied but no invoice has been issued. The impact to revenues as a result of applying Topic 606 for the year ended December 31, 2018 was an increase of $1.0 million. Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract Topic 350: In August 2018, the FASB issued ASU No. 2018-15, Intangibles Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract Revenue Recognition The Company primarily generates revenue by providing digital promotions and media solutions to its customers and partners. Revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, we satisfy a performance obligation Promotion Revenue The Company generates revenue from promotions, in which consumer packaged goods brands, or CPGs, pay the Company to deliver coupons to consumers through its network of publishers and retail partners. The Company generates revenues, as consumers select, activate, or redeem a coupon through its platform by either saving it to a retailer loyalty account for automatic digital redemption, or printing it for physical redemption at a retailer. The pricing for promotion arrangements generally includes both coupon setup fees and coupon transaction fees. Coupon setup fees are related to the creation of digital coupons and set up of the underlying campaign on Quotient’s proprietary platform for tracking of related activations or redemptions. The Company recognizes revenues related to coupon setup fees over time, proportionally, on a per transaction basis, using the number of authorized transactions per insertion order, commencing on the date of the first coupon transaction. Coupon transaction fees are generally determined on a per unit activation or per redemption basis, and are generally billed monthly. Insertion orders generally include a limit on the number of activations, or times consumers may select a coupon. Promotion revenues also include the Company’s Specialty Retail business, in which specialty stores including clothing, electronics, home improvement and others, offer coupon codes that the Company distributes. Each time a consumer makes a purchase using a coupon code, a transaction occurs and a distribution fee is generally paid to the Company. 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 recognizes revenues for the delivery of coupon codes, it also estimates and records a reserve, based upon historical experience, to provide for end-user cancelations or product returns which may not be reported until a subsequent date. Media Revenue The Company’s media services enable CPGs and retailers to distribute digital media to promote their brands and products on its websites, and mobile apps, and through a network of affiliate publishers and non-publisher third parties that display its media offerings on their websites or mobile apps. Revenue is generally recognized each time a digital media ad is displayed or each time a user clicks on the media ad displayed on the Company’s websites, mobile apps or on third-party websites. Media pricing is generally determined on a per campaign, impression or per click basis and are generally billed monthly . 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 evaluates whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis). Generally, the Company reports digital promotion and media advertising revenues for campaigns placed on third-party owned properties on a gross basis, that is, the amounts billed to its customers are recorded as revenues, and distribution fees paid to retailers or digital publishers are recorded as cost of revenues. The Company is the principal because it controls the digital coupon and media advertising inventory before it is transferred to its customers. The Company’s control is evidenced by its sole ability to monetize the digital coupon and media advertising inventory, being primarily responsible to its customers, having discretion in establishing pricing for the delivery of the digital coupons and media, or a combination of these. Arrangements with Multiple Performance Obligations The Company’s contracts with customers may include multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines its best estimate of its standalone selling prices based on its overall pricing objectives, taking into consideration market conditions and other factors, including the value of its contracts and characteristics of targeted customers. Accounts Receivables, Net of Allowance for Doubtful Accounts Trade and other receivables are included in accounts receivables and primarily comprised of trade receivables that are recorded at invoiced amounts and do not bear interest, net of an allowance for doubtful accounts. Other receivables included unbilled receivables related to digital promotions and media advertising contracts with customers. The Company generally does not require collateral and performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses. The Company maintains an allowance for doubtful accounts based upon the expected collectability of its accounts receivable. The allowance is determined based upon specific account identification and historical experience of uncollectable accounts. The expectation of collectability is based on the Company’s review of credit profiles of customers, contractual terms and conditions, current economic trends, and historical payment experience. Deferred Revenues Deferred revenues consist of coupon setup fees, coupon transaction fees and digital media fees that are expected to be recognized upon coupon activations, or delivery of media impressions or clicks, which generally occur within the next twelve months. The Company records deferred revenues, including amounts which are refundable, when cash payments are received or become due in advance of the Company satisfying its performance obligations. The increase in the deferred revenue balance for the three months ended March 31, 2019 is primarily driven by cash payments received or due in advance of satisfying the Company’s performance obligations of $6.2 million, partially offset by $5.1 million of recognized revenue. The Company’s payment terms vary by the type and size of its customers. For certain products or services and customer types, we require payment before the products or services are delivered to the customer. Disaggregated Revenue The following table presents the Company’s revenues disaggregated by type of services (in thousands, unaudited). The majority of the Company’s revenue is generated from sales in the United States. Three Months Ended March 31, 2019 2018 Promotion $ 63,567 $ 63,783 Media 34,540 22,983 Total Revenue $ 98,107 $ 86,766 Practical Expedients and Exemptions The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which it recognizes revenue for an amount where it has the right to invoice for services performed. Sales Commissions The Company generally incurs and expenses sales commissions upon recognition of revenue for related goods and services, which typically occurs within one year or less. Sales commissions earned related to revenues for initial contracts are commensurate with sales commissions related to renewal contracts. These costs are recorded within sales and marketing expenses on the condensed consolidated statements of operations. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
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 (unadjusted) in active markets for identical assets or liabilities. Level 2—Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company’s fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis are as follows (in thousands): March 31, 2019 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 143,259 — — $ 143,259 U.S. Treasury Bills 40,855 — — 40,855 Short-Term investments: Certificate of deposit — — — — Total $ 184,114 $ — $ — $ 184,114 Liabilities: Contingent consideration related to acquisitions — — 32,026 32,026 Total $ — $ — $ 32,026 $ 32,026 December 31, 2018 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 142,507 — — $ 142,507 U.S. Treasury Bills 19,689 — — 19,689 Short-Term investments: Certificate of deposit — 20,738 — 20,738 Total $ 162,196 $ 20,738 $ — $ 182,934 Liabilities: Contingent consideration related to acquisitions — — 28,963 28,963 Total $ — $ — $ 28,963 $ 28,963 The valuation technique used to measure the fair value of money market funds and U.S. Treasury Bills includes using quoted prices in active markets. The money market funds have a fixed net asset value (NAV) of $1. The valuation technique to measure the fair value of certificate of deposits included using quoted prices in active markets for similar assets. The contingent consideration as of March 31, 2019 relates to the acquisition of MLW Squared Inc. (“Ahalogy”) and Elevaate Ltd. (“Elevaate”) The contingent consideration as of March 31, 2018 relates to the acquisition of Crisp Media, Inc. (“Crisp”). The fair values of contingent consideration are based on the expected achievement of certain revenue targets as defined under the acquisition agreements and were estimated using an option pricing method with significant inputs that are not observable in the market, thus classified as a Level 3 instrument. The inputs included the expected achievement of certain financial metrics over the contingent consideration period, volatility and discount rate. The fair-value of the contingent consideration is classified as a liability and is re-measured each reporting period. Refer to Note 6 for further details related to the acquisitions. The following table represents the change in the contingent consideration (in thousands): Three Months Ended March 31, 2019 Elevaate Ahalogy Level 3 Level 3 Balance at the beginning of period $ 6,121 $ 22,842 Change in fair value during the period 1,012 2,051 Balance as of March 31, 2019 $ 7,133 $ 24,893 Three Months Ended March 31, 2018 Crisp Level 3 Balance at the beginning of period $ 18,500 Change in fair value during the period 6,000 Balance as of March 31, 2018 $ 24,500 For the three months ended March 31, 2019 and 2018, the Company recorded a charge of $3.1 million and $6.0 million, respectively, for the re-measurement of the fair values of contingent consideration related to acquisitions, as a component of operating expenses in the accompanying condensed consolidated statements of operations. Fair Value Measurements of Other Financial Instruments As of March 31, 2019 and December 31, 2018, the fair value of the Company’s 1.75% convertible senior notes due 2022 was $188.3 million and $187.5 million, respectively. The fair value was determined based on a quoted price of the convertible senior notes in an over-the-counter market on the last trading day of the reporting period. Accordingly, these convertible senior notes are classified within Level 2 in the fair value hierarchy. Refer to Note 8 for additional information related to the Company’s convertible debt. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Assets and liabilities are valued on the date of acquisition for businesses acquired on a nonrecurring basis. As of March 31, 2019 and December 31, 2018, there were no assets and liabilities that are required to be measured at fair value on a nonrecurring basis. |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 2018 Balance at the beginning of period $ 1,200 $ 786 Bad debt expense 132 95 Write-offs (1 ) (67 ) Balance at the end of period $ 1,331 $ 814 |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 December 31, 2018 Software $ 40,381 $ 37,987 Computer equipment 24,372 23,986 Leasehold improvements 8,195 8,147 Furniture and fixtures 2,078 2,057 Total 75,026 72,177 Accumulated depreciation and amortization (60,860 ) (59,348 ) Projects in process 1,213 2,750 Total property and equipment, net $ 15,379 $ 15,579 Depreciation and amortization expense related to property and equipment was $1.8 million and $1.6 million for the three months ended March 31, 2019 and 2018, respectively. The Company capitalized internal use software development and enhancement costs of $1.0 million and $0.9 million during the three months ended March 31, 2019 and 2018, respectively. During the three months ended March 31, 2019 and 2018, the Company had $0.6 million and zero, respectively, in amortization expense related to internal use software, which is included in property and equipment depreciation and amortization expense and recorded as cost of revenues. The unamortized capitalized development costs were $5.7 million and $6.1 million as of March 31, 2019 and December 31, 2018, respectively. Accrued Compensation and Benefits Accrued compensation and benefits consist of the following (in thousands): March 31, 2019 December 31, 2018 Commissions $ 2,760 $ 4,104 Bonus 2,358 5,997 Payroll and related expenses 2,561 1,938 Vacation 420 359 Severance related to restructuring — 709 Total accrued compensation and benefits $ 8,099 $ 13,107 Other Current Liabilities Other current liabilities consist of the following (in thousands): March 31, 2019 December 31, 2018 Distribution fees $ 16,354 $ 15,389 Prefunded liability 5,255 5,131 Traffic acquisition cost 3,899 2,417 Operating lease liabilities 4,362 — Marketing expenses 2,117 2,416 Interest payable 1,157 282 Facility exit costs related to restructuring — 1,019 Liability related to purchased intangible asset — 14,500 Other 9,653 12,101 Total other current liabilities $ 42,797 $ 53,255 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | 6. Acquisitions Acquisition of Elevaate On October 26, 2018, the Company acquired all the outstanding shares of Elevaate, a sponsored search company for retail partners and CPG brands. The total preliminary acquisition consideration of $13.3 million consisted of $7.2 million in cash and contingent consideration of up to $18.5 million payable in cash with an estimated fair value of $6.1 million as of the acquisition date. The contingent consideration payout is based on Elevaate achieving certain financial metrics between February 1, 2019 through January 31, 2021. The acquisition date fair value of the contingent consideration was determined by using an option pricing model. The fair value of the contingent consideration will be remeasured every reporting period. Refer to Note 3 for the fair value of contingent consideration at March 31, 2019. Acquisition of SavingStar, Inc. On August 27, 2018, the Company acquired all the outstanding shares of SavingStar, Inc. (“SavingStar”), a digital promotions company The total preliminary acquisition consideration at closing consisted of $7.5 million in cash. In addition, SavingStar may receive potential contingent consideration of up to $10.6 million payable in all cash, subject to achieving certain financial metrics between closing through February 29, 2020. At the date of acquisition and March 31, 2019, the contingent consideration’s fair value was determined to be zero using an option pricing model. The fair value of the contingent consideration is remeasured every reporting period. Acquisition of Ahalogy On June 1, 2018, the Company acquired all the outstanding shares of Ahalogy, an influencer marketing firm that delivers premium content across social media channels for CPG brands. The acquisition enhances the Company’s performance media solutions for CPGs and retailers, adding social media expertise and a roster of influencers. The total preliminary acquisition consideration of $36.4 million consisted of $21.8 million in cash and contingent consideration of up to $30.0 million payable in all cash with an estimated fair value of $14.6 million as of the acquisition date. The contingent consideration payout is based on Ahalogy achieving certain financial metrics between closing through December 31, 2019. At the date of acquisition, the contingent consideration’s fair value was determined by using an option pricing model. The fair value of the contingent consideration is remeasured every reporting period. Refer to Note 3 for the fair value of contingent consideration at March 31, 2019. The Elevaate, SavingStar and Ahalogy, transactions were each accounted for as a business combination. Accordingly, assets acquired and liabilities assumed were recorded at their estimated fair values as of the acquisition date when control was obtained. The Company expensed all transaction costs in the period in which they were incurred. The Company acquired various intangible assets resulting from these acquisitions, such as, customer relationships, vendor relationships, developed technologies and trade names. The fair value of the customer relationships was determined by using a discounted cash flow model. The fair value of the vendor relationships was determined by using a cost approach. The fair value of developed technologies was determined by using the relief from royalty method or the with-and-without method. The fair value of trade names was determined by using the relief from royalty method. The excess of the consideration paid over the fair value of the net tangible assets and liabilities and identifiable intangible assets acquired is recorded as goodwill. The goodwill arising from the acquisitions are largely attributable to the synergies expected to be realized. None of the goodwill recorded from the acquisitions will be deductible for income tax purposes. For each of these transactions, The following table summarizes the preliminary acquisition consideration and the related fair values of the assets acquired and liabilities assumed (in thousands): Purchase Consideration Net Tangible Assets Acquired/ (Liabilities Assumed) Identifiable Intangible Assets Goodwill Goodwill Deductible for Taxes (1) Acquisition Related Expenses Elevaate $ 13,346 $ (60 ) $ 3,781 $ 9,625 Not $ 549 SavingStar $ 7,485 $ (1,126 ) $ 2,577 $ 6,034 Not Deductible $ 419 Ahalogy $ 36,432 $ 2,196 $ 11,580 $ 22,656 Not Deductible $ 684 $ 57,263 $ 1,010 $ 17,938 Not Deductible $ 1,652 (1) Expensed as general and administrative The following sets forth each component of identifiable intangible assets acquired in connection with the acquisitions (in thousands): Elevaate Estimated Useful Life (in Years) SavingStar Estimated Useful Life (in Years) Ahalogy Estimated Useful Life (in Years) Developed technologies $ 3,307 5.0 $ 1,476 3.0 $ 3,100 4.0 Customer relationships 379 5.0 1,040 3.0 6,210 6.0 Trade names 95 3.0 61 1.5 650 4.0 Vendor relationships — — — — 1,620 2.0 Total identifiable intangible assets $ 3,781 $ 2,577 $ 11,580 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 7. Intangible Assets The following table summarizes the gross carrying amount and accumulated amortization for the intangible assets (in thousands): March 31, 2019 Gross Accumulated Amortization Net Weighted Average Amortization Period (Years) Media service rights $ 34,684 $ (9,121 ) $ 25,563 2.9 Promotion service rights 29,548 (7,987 ) 21,561 4.8 Developed technologies 20,070 (9,440 ) 10,630 3.0 Customer relationships 19,290 (9,974 ) 9,316 4.4 Data access rights 10,801 (5,007 ) 5,794 3.1 Domain names 5,948 (5,364 ) 584 0.4 Trade names 2,573 (1,083 ) 1,490 2.5 Vendor relationships 2,510 (1,564 ) 946 1.2 Patents 975 (834 ) 141 3.4 Registered users 420 (360 ) 60 0.7 $ 126,819 $ (50,734 ) $ 76,085 3.5 December 31, 2018 Gross Accumulated Amortization Net Weighted Average Amortization Period (Years) Media service rights $ 34,476 $ (6,838 ) $ 27,638 3.2 Promotion service rights 29,492 (7,248 ) 22,244 5.1 Developed technologies 20,070 (8,353 ) 11,717 3.2 Customer relationships 19,290 (9,145 ) 10,145 4.5 Data access rights 10,801 (4,544 ) 6,257 3.3 Domain names 5,948 (5,260 ) 688 0.5 Trade names 2,573 (923 ) 1,650 2.7 Vendor relationships 2,510 (1,364 ) 1,146 1.4 Patents 975 (821 ) 154 3.6 Registered users 420 (335 ) 85 1.0 $ 126,555 $ (44,831 ) $ 81,724 3.7 As of March 31, 2019 and December 31, 2018, the Company has a domain name with a gross value of $0.4 million with an indefinite useful life that is not subject to amortization. Intangible assets subject to amortization are amortized over their useful lives as shown in the table above. Amortization expense related to intangible assets subject to amortization was $5.9 million and $2.8 million during the three months ended March 31, 2019 and 2018, respectively. Total 2019, remaining nine months $ 17,285 2020 21,121 2021 15,206 2022 9,304 2023 4,949 2024 and beyond 812 Total estimated amortization expense $ 68,677 |
Debt Obligations
Debt Obligations | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt Obligations | 8. Debt Obligations 2018 Convertible Senior Notes In November 2017, the Company issued and sold $200.0 million aggregate principal amount of 1.75% convertible senior notes due 2022 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, (the “notes”). The notes are unsecured obligations of the Company and bear interest at a fixed rate of 1.75% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, 2018. The total net proceeds from the debt offering, after deducting transaction costs, were approximately $193.8 million. The conversion rate for the notes is initially 57.6037 shares of the Company’s common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $17.36 per share of common stock, subject to adjustment upon the occurrence of specified events. Holders of the notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding September 1, 2022, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2018 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five-business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate for the notes on each such trading day; (3) if the Company calls any or all of the notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after September 1, 2022, holders may convert all or any portion of their notes at any time prior to the close of business on the scheduled trading day immediately preceding the maturity date regardless of the foregoing conditions. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election. The Company intends to settle the principal amount of the notes with cash. The Company may not redeem the notes prior to December 5, 2020. It may redeem for cash all or any portion of the notes, at its option, on or after December 5, 2020 if the last reported sale price of its common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending not more than three trading days preceding the date on which it provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the notes. If the Company undergoes a fundamental change prior to the maturity date, holders may require the Company to repurchase for cash all or any portion of their notes at a fundamental change repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In accounting for the issuance of the notes, the Company separated the notes into liability and equity components. The carrying amount of the liability component of $149.3 million was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component of $50.7 million, representing the conversion option, was determined by deducting the fair value of the liability component from the par value of the notes. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) is amortized to interest expense over the term of the notes at an effective interest rate of 5.8%. The Company allocated the total debt issuance costs incurred of $6.2 million to the liability and equity components of the notes in proportion to the respective values. Issuance costs attributable to the liability component of $4.6 million are being amortized to interest expense using the effective interest method over the contractual terms of the notes. Issuance costs attributable to the equity component of $1.6 million were netted with the equity component in additional paid-in capital. The net carrying amount of the liability component of the notes recorded in convertible senior notes, net on the condensed consolidated balance sheets was as follows (in thousands): March 31, March 31, 2019 2018 Principal $ 200,000 $ 200,000 Unamortized debt discount (38,322 ) (47,435 ) Unamortized debt issuance costs (3,402 ) (4,319 ) Net carrying amount of the liability component $ 158,276 $ 148,246 The net carrying amount of the equity component of the notes recorded in additional paid-in capital on the condensed consolidated balance sheets was $49.1 million, net of debt issuance costs of $1.6 million as of March 31, 2019 and December 31, 2018. The following table sets forth the interest expense related to the notes recognized in interest expense on the condensed consolidated statements of operations (in thousands): Three Months Ended March 31, 2019 Three Months Ended March 31, 2018 Contractual interest expense $ 875 $ 875 Amortization of debt discount 2,328 2,197 Amortization of debt issuance costs 230 229 Total interest expense related to the Notes $ 3,433 $ 3,301 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
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, (2) any shares that become available upon forfeiture or repurchase by the Company under the 2006 Plan and (3) any shares added to the 2013 Plan pursuant to the next paragraph. Under the 2013 Plan, the Company may grant stock options, stock appreciation rights, restricted stock and restricted stock units (“RSUs”), performance shares and units to employees, directors and consultants. The shares available will be increased at the beginning of each year by the lesser of (i) 4% of outstanding common stock on the last day of the immediately preceding year, or (ii) such number determined by the Board of Directors and subject to additional restrictions relating to the maximum number of shares issuable pursuant to incentive stock options. Under the 2013 Plan, both the ISOs and NSOs are granted at a price per share not less than 100% of the fair market value on the effective date of the grant. The Board of Directors determines the vesting period for each option award on the grant date, and the options generally expire 10 years from the grant date or such shorter term as may be determined by the Board of Directors. Stock Options The fair value of each option was estimated using the Black-Scholes model on the date of grant for the periods presented using the following assumptions: Three Months Ended March 31, 2019 2018 Expected life (in years) 6.02 6.02 Risk-free interest rate 2.66% 2.66% Volatility 50% 50% Dividend yield — — The weighted-average grant-date fair value of options was $5.01 and $6.59 per share during the three months ended March 31, 2019 and 2018, respectively. Restricted Stock Units and Performance-Based Restricted Stock Units The fair value of RSUs equals the market value of the Company’s common stock on the date of 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 thousands) Balance as of December 31, 2018 6,497,353 4,904,161 $ 12.48 6,622,006 $ 12.12 5.96 $ 9,987 Increase in shares authorized 3,799,808 — — — — — — Options granted (1,317,926 ) — — 1,317,926 $ 9.96 — — Options exercised — — — (302,948 ) $ 4.76 — $ 1,949 Options canceled or expired 57,287 — — (57,287 ) $ 11.20 — — RSUs granted (2,427,631 ) 2,427,631 $ 9.99 — — — — RSUs vested — (1,207,853 ) $ 12.26 — — — — RSUs canceled or expired 248,484 (248,484 ) $ 12.16 — — — — RSUs vested and withheld for taxes (458,337 ) — — — — — — Balance as of March 31, 2019 6,399,038 5,875,455 $ 11.52 7,579,697 $ 12.05 6.69 $ 5,973 Vested and exercisable as of March 31, 2019 4,878,570 $ 12.58 5.41 $ 5,639 The aggregate intrinsic value disclosed in the table above is based on the difference between the exercise price of the options and the fair value of the Company’s common stock. The aggregate total fair value of options vested was $1.3 million and $2.4 million during the three months ended March 31, 2019 and 2018, respectively. Employee Stock Purchase Plan The Company’s Board of Directors adopted the 2013 Employee Stock Purchase Plan (“ESPP”), which became effective in March 2014. Eligible employees can enroll and elect to contribute up to 15% of their base compensation through payroll withholdings in each offering period which is six months in duration, subject to certain limitations. The 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, 2019 2018 Expected life (in years) 0.50 0.50 Risk-free interest rate 2.50% 1.42% Volatility 35% 40% Dividend yield — — As of March 31, 2019, a total of 1,149,287 shares of common stock were issued under the ESPP since inception of the plan. As of March 31, 2019, a total of 2,050,713 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, 2019 2018 Cost of revenues $ 602 $ 540 Sales and marketing 1,738 1,600 Research and development 1,366 1,827 General and administrative 4,342 3,829 Total stock-based compensation expense $ 8,048 $ 7,796 As of March 31, 2019, there was $76.6 million of unrecognized stock-based compensation expense, of which $14.9 million is related to stock options and ESPP shares and $61.7 million is related to RSUs. The total unrecognized stock-based compensation expense related to stock options and ESPP as of March 31, 2019 will be amortized over a weighted-average period of 2.91 years. The total unrecognized stock-based compensation expense related to RSUs as of March 31, 2019 will be amortized over a weighted-average period of 2.93 years. During the three months ended March 31, 2019 and 2018, the Company capitalized $0.1 million in each respective period of stock-based compensation expense in projects in process as part of property and equipment, net on the accompanying condensed consolidated balance sheets. |
Common Stock Repurchase Program
Common Stock Repurchase Programs | 3 Months Ended |
Mar. 31, 2019 | |
Common Stock Repurchase Program [Abstract] | |
Common Stock Repurchase Programs | 10. Common Stock Repurchase Programs The Board of Directors has approved programs for the Company to repurchase shares of its common stock. In April 2018, the Board of Directors authorized a one-year share repurchase program (“2018 Program”) for the Company to repurchase up to $100.0 million of its common stock from May 2018 through May 2019. Additionally, in April 2019, the Company’s Board of Directors authorized a one-year share repurchase program (“2019 Program”) for the Company to repurchase up to $60.0 million of its common stock from May 2019 through May 2020. The 2019 Program will commence after the termination of the 2018 Program. Stock repurchases may be made from time to time in open market transactions or privately negotiated transactions, and the Company may use a plan that is intended to meet the requirements of SEC Rule 10b5-1 to enable stock repurchases to occur during periods when the trading window would otherwise be closed. The Company may suspend, modify or terminate the 2019 Program at any time without prior notice. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The Company recorded a provision for income taxes of $26 thousand and $0.1 million during the three months ended March 31, 2019 and 2018, respectively. The provision for income taxes for the three months ended March 31, 2019 and 2018 was primarily attributable to the Company’s foreign operations. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 12. Net Loss Per Share The computation of the Company’s basic and diluted net loss per share is as follows (in thousands, except per share data): Three Months Ended March 31, 2019 2018 Net loss $ (13,228 ) $ (11,357 ) Weighted-average number of common shares used in computing net loss per share, basic and diluted 94,263 92,711 Net loss per share, basic and diluted $ (0.14 ) $ (0.12 ) The outstanding common equivalent shares excluded from the computation of the diluted net loss per share for the periods presented because including them would have been antidilutive are as follows (in thousands): Three Months Ended March 31, 2019 2018 Stock options and ESPP 7,705 8,071 Restricted stock units 5,875 5,715 Shares held in escrow — 1,000 Shares related to convertible senior notes 11,521 11,521 25,101 26,307 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | 13. Leases The Company has entered into operating leases primarily for office facilities. These leases have terms which typically range from 1 year to 5 years, and often include options to renew. These renewal terms can extend the lease term up to 6 years, and are included in the lease term when it is reasonably certain that the Company will exercise the option. Effective January 1, 2019, t Based on the present value of the lease payments for the remaining lease term of the Company's existing leases, the Company recognized 1) right-of-use assets of $8.5 million, adjusted for deferred rent and lease incentives as of the adoption date, and 2) lease liabilities for operating leases of $11.5 million on January 1, 2019. Operating lease right-of-use assets and liabilities commencing after January 1, 2019 are recognized at commencement date based on the present value of lease payments over the lease term. The Company has entered into short-term leases primarily for office facilities with an initial term of twelve months or less, and a professional sports team suite with a 20-year term, which it uses for sales and marketing purposes. The effective lease term for the professional sports team suite is based on the cumulative days available for use throughout the 20-year contractual term, which is less than twelve months and therefore is classified as a short-term lease. As of March 31, 2019, the Company’s lease commitment of $6.1 million, relating to the professional sports team suite, expires in 2034, and does not reflect short-term lease costs. These leases are not recorded on the Company's condensed consolidated balance sheet due to the accounting policy election as discussed under Note 2 to the condensed consolidated financial statements. All operating lease expense is recognized on a straight-line basis over the lease term . During the three months ended March 31, 2019, the Company recognized $0.9 million in total lease costs, which is comprised of $0.8 million in operating lease costs for right-of-use assets and $0.1 million in short-term lease costs related to short-term operating leases. Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. The Company has certain contracts for office facilities which may contain lease and non-lease components which it has elected to be treated as a single lease component due to the accounting policy election as discussed under Note 2 to the condensed consolidated financial statements. Supplemental cash flow information related to operating leases was as follows (in thousands): Three Months Ended March 31, 2019 Cash paid for operating lease liabilities $ 1,348 Right-of-use assets obtained in exchange for lease obligations 12,955 Supplemental balance sheet information related to operating leases was as follows (in thousands, except lease term and discount rate): Three Months Ended March 31, 2019 Operating right-of-use assets reported as: Other assets $ 7,400 Operating lease liabilities reported as: Other current liabilities $ 4,362 Other non-current liabilities 7,412 Total operating lease liabilities $ 11,774 Weighted average remaining lease term (in years) 3.7 Weighted average discount rate 7.9 % Maturities of operating lease liabilities were as follows (in thousands): Operating Leases 2019, remaining 9 months $ 4,170 2020 3,536 2021 1,884 2022 1,572 2023 1,551 2024 and thereafter 909 Total lease payments $ 13,622 Less: Imputed Interest (1,848 ) Total $ 11,774 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Purchase Obligations The Company has unconditional purchase commitments, primarily related to software license fees and marketing services, of $10.5 million as of March 31, 2019. Promissory Note In January 2017, the Company entered into a promissory note agreement with a lender to finance the purchase of computer equipment for $0.8 million to be paid in quarterly installments over three years. As of March 31, 2019, the Company had a remaining balance of $0.3 million under the agreement, which is included in other current liabilities and other non-current liabilities on the condensed consolidated balance sheets. Indemnification In the normal course of business, to facilitate transactions related to the Company’s operations, the Company indemnifies certain parties, including CPGs, advertising agencies, retailers and other third parties. The Company has agreed to hold certain parties harmless against losses arising from claims of intellectual property infringement or other liabilities relating to or arising from our products or services or other contractual infringement. The term of these indemnity provisions generally survive termination or expiration of the applicable agreement. To date, the Company has not recorded any liabilities related to these agreements. Litigation In the ordinary course of business, the Company may be involved in lawsuits, claims, investigations, and proceedings consisting of intellectual property, commercial, employment, and other matters. The Company records a provision for these claims when it is both probable that a liability has been incurred and the amount of the loss, or a range of the potential loss, can be reasonably estimated. These provisions are reviewed regularly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information or events pertaining to a particular case. In the event that one or more of these matters were to result in a claim against the Company, an adverse outcome, including a judgment or settlement, may cause a material adverse effect on the Company’s future business, operating results, or financial condition. The Company believes that liabilities associated with existing claims are remote, therefore the Company has not recorded any accrual for claims as of March 31, 2019 and December 31, 2018. The Company expenses legal fees in the period in which they are incurred. |
Employee Benefit Plan
Employee Benefit Plan | 3 Months Ended |
Mar. 31, 2019 | |
Defined Contribution Pension And Other Postretirement Plans Disclosure [Abstract] | |
Employee Benefit Plan | 15. Employee Benefit Plan The Company maintains a defined-contribution plan under Section 401(k) of the Internal Revenue Code. The 401(k) plan provides retirement benefits for eligible employees. Eligible employees may elect to contribute to the 401(k) plan. The Company provides a match of up to the lesser of 3% of each employee’s annual salary or $6,000, which vests immediately for employees with tenure of over a year. Previously, the Company’s 401(k) plan contributions vest over four years after continuous employment. The Company’s matching contribution expense was $0.7 million and $0.6 million during the three months ended March 31, 2019 and 2018, respectively. |
Information About Geographic Ar
Information About Geographic Areas | 3 Months Ended |
Mar. 31, 2019 | |
Segments Geographical Areas [Abstract] | |
Information About Geographic Areas | 16. 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events In April 2019, the Company’s Board of Directors authorized the 2019 Program for the Company to repurchase up to $60.0 million of its common stock from May 2019 through May 2020. The 2019 Program will commence after the termination of the 2018 Program. Stock repurchases may be made from time to time in open market transactions or privately negotiated transactions, and the Company may use a plan that is intended to meet the requirements of SEC Rule 10b5-1 to enable stock repurchases to occur during periods when the trading window would otherwise be closed. The Company may suspend, modify or terminate the 2019 Program at any time without prior notice. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2018. 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, 2019 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 except for the adoption of the requirements of Accounting Standards Update ("ASU") No. 2016-02, Leases |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the Company’s condensed consolidated financial statements and accompanying notes. Such management estimates include, but are not limited to, revenue recognition, collectability of accounts receivable, coupon code sales return reserve, valuation of assets acquired and liabilities assumed in a business combination, useful lives of intangible assets and property and equipment, estimates related to recovery of long-lived assets and goodwill, stock-based compensation, measurement of contingent consideration, restructuring accruals, classification of current and non-current deferred revenue, debt discounts, and income taxes, deferred income tax assets and associated valuation allowances. These estimates generally require judgments, may involve the analysis of historical and prediction of future trends, and are subject to change from period to period. Actual results may differ from the Company’s estimates, and such differences may be material to the accompanying condensed consolidated financial statements. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Accounting Pronouncements Adopted Leases Topic 842 : Leases (Topic 842). The Company adopted ASU 2016-02 in the first quarter of 2019 utilizing the modified retrospective transition method through a cumulative-effect adjustment at the beginning of the first quarter of 2019. The Company has elected certain practical expedients, which allows the Company not to reassess (i) whether any expired or existing contracts as of the adoption date are or contain a lease, (ii) lease classification for any expired or existing leases as of the adoption date and (iii) initial direct costs for any existing leases as of the adoption date. The Company has elected to account for lease and non-lease components as a single lease component. In addition, the Company has elected not to recognize right-of-use assets and liabilities for short-term leases with terms of twelve months or less. The adoption of ASU 2016-02 on January 1, 2019, resulted in the recognition of 1) right-of-use assets of $8.5 million, adjusted for deferred rent and lease incentives as of the adoption date, and 2) lease liabilities for operating leases of $11.5 million on its condensed consolidated balance sheet, with no material impact to its condensed consolidated statements of operations and cash flows. Refer to Note 13 for further information regarding the impact of adoption of the standard on the Company’s condensed consolidated financial statements. Revenue from Contracts with Customers Topic 606: In May 2014, FASB issued ASU 2014-09, Revenue from Contracts with Customers The Company adopted Topic 606 as of January 1, 2018, using the modified retrospective method. As a result of adopting the new standard, the Company recorded a net increase to retained earnings of $0.1 million as of January 1, 2018, with the impact primarily related to unbilled receivables for performance obligations that have been satisfied but no invoice has been issued. The impact to revenues as a result of applying Topic 606 for the year ended December 31, 2018 was an increase of $1.0 million. Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract Topic 350: In August 2018, the FASB issued ASU No. 2018-15, Intangibles Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract |
Revenue Recognition | Revenue Recognition The Company primarily generates revenue by providing digital promotions and media solutions to its customers and partners. Revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, we satisfy a performance obligation |
Promotion Revenue | Promotion Revenue The Company generates revenue from promotions, in which consumer packaged goods brands, or CPGs, pay the Company to deliver coupons to consumers through its network of publishers and retail partners. The Company generates revenues, as consumers select, activate, or redeem a coupon through its platform by either saving it to a retailer loyalty account for automatic digital redemption, or printing it for physical redemption at a retailer. The pricing for promotion arrangements generally includes both coupon setup fees and coupon transaction fees. Coupon setup fees are related to the creation of digital coupons and set up of the underlying campaign on Quotient’s proprietary platform for tracking of related activations or redemptions. The Company recognizes revenues related to coupon setup fees over time, proportionally, on a per transaction basis, using the number of authorized transactions per insertion order, commencing on the date of the first coupon transaction. Coupon transaction fees are generally determined on a per unit activation or per redemption basis, and are generally billed monthly. Insertion orders generally include a limit on the number of activations, or times consumers may select a coupon. Promotion revenues also include the Company’s Specialty Retail business, in which specialty stores including clothing, electronics, home improvement and others, offer coupon codes that the Company distributes. Each time a consumer makes a purchase using a coupon code, a transaction occurs and a distribution fee is generally paid to the Company. 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 recognizes revenues for the delivery of coupon codes, it also estimates and records a reserve, based upon historical experience, to provide for end-user cancelations or product returns which may not be reported until a subsequent date. |
Media Revenue | Media Revenue The Company’s media services enable CPGs and retailers to distribute digital media to promote their brands and products on its websites, and mobile apps, and through a network of affiliate publishers and non-publisher third parties that display its media offerings on their websites or mobile apps. Revenue is generally recognized each time a digital media ad is displayed or each time a user clicks on the media ad displayed on the Company’s websites, mobile apps or on third-party websites. Media pricing is generally determined on a per campaign, impression or per click basis and are generally billed monthly . |
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 evaluates whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis). Generally, the Company reports digital promotion and media advertising revenues for campaigns placed on third-party owned properties on a gross basis, that is, the amounts billed to its customers are recorded as revenues, and distribution fees paid to retailers or digital publishers are recorded as cost of revenues. The Company is the principal because it controls the digital coupon and media advertising inventory before it is transferred to its customers. The Company’s control is evidenced by its sole ability to monetize the digital coupon and media advertising inventory, being primarily responsible to its customers, having discretion in establishing pricing for the delivery of the digital coupons and media, or a combination of these. |
Arrangements with Multiple Performance Obligations | Arrangements with Multiple Performance Obligations The Company’s contracts with customers may include multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines its best estimate of its standalone selling prices based on its overall pricing objectives, taking into consideration market conditions and other factors, including the value of its contracts and characteristics of targeted customers. |
Accounts Receivable, Net of Allowance for Doubtful Accounts | Accounts Receivables, Net of Allowance for Doubtful Accounts Trade and other receivables are included in accounts receivables and primarily comprised of trade receivables that are recorded at invoiced amounts and do not bear interest, net of an allowance for doubtful accounts. Other receivables included unbilled receivables related to digital promotions and media advertising contracts with customers. The Company generally does not require collateral and performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses. The Company maintains an allowance for doubtful accounts based upon the expected collectability of its accounts receivable. The allowance is determined based upon specific account identification and historical experience of uncollectable accounts. The expectation of collectability is based on the Company’s review of credit profiles of customers, contractual terms and conditions, current economic trends, and historical payment experience. |
Deferred Revenues | Deferred Revenues Deferred revenues consist of coupon setup fees, coupon transaction fees and digital media fees that are expected to be recognized upon coupon activations, or delivery of media impressions or clicks, which generally occur within the next twelve months. The Company records deferred revenues, including amounts which are refundable, when cash payments are received or become due in advance of the Company satisfying its performance obligations. The increase in the deferred revenue balance for the three months ended March 31, 2019 is primarily driven by cash payments received or due in advance of satisfying the Company’s performance obligations of $6.2 million, partially offset by $5.1 million of recognized revenue. The Company’s payment terms vary by the type and size of its customers. For certain products or services and customer types, we require payment before the products or services are delivered to the customer. |
Disaggregated Revenue | Disaggregated Revenue The following table presents the Company’s revenues disaggregated by type of services (in thousands, unaudited). The majority of the Company’s revenue is generated from sales in the United States. Three Months Ended March 31, 2019 2018 Promotion $ 63,567 $ 63,783 Media 34,540 22,983 Total Revenue $ 98,107 $ 86,766 |
Practical Expedients and Exemptions | Practical Expedients and Exemptions The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which it recognizes revenue for an amount where it has the right to invoice for services performed. |
Sales Commissions | Sales Commissions The Company generally incurs and expenses sales commissions upon recognition of revenue for related goods and services, which typically occurs within one year or less. Sales commissions earned related to revenues for initial contracts are commensurate with sales commissions related to renewal contracts. These costs are recorded within sales and marketing expenses on the condensed consolidated statements of operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Revenues Disaggregated by Type of Services | The following table presents the Company’s revenues disaggregated by type of services (in thousands, unaudited). The majority of the Company’s revenue is generated from sales in the United States. Three Months Ended March 31, 2019 2018 Promotion $ 63,567 $ 63,783 Media 34,540 22,983 Total Revenue $ 98,107 $ 86,766 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 143,259 — — $ 143,259 U.S. Treasury Bills 40,855 — — 40,855 Short-Term investments: Certificate of deposit — — — — Total $ 184,114 $ — $ — $ 184,114 Liabilities: Contingent consideration related to acquisitions — — 32,026 32,026 Total $ — $ — $ 32,026 $ 32,026 December 31, 2018 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 142,507 — — $ 142,507 U.S. Treasury Bills 19,689 — — 19,689 Short-Term investments: Certificate of deposit — 20,738 — 20,738 Total $ 162,196 $ 20,738 $ — $ 182,934 Liabilities: Contingent consideration related to acquisitions — — 28,963 28,963 Total $ — $ — $ 28,963 $ 28,963 |
Summary of Changes in Contingent Consideration | The following table represents the change in the contingent consideration (in thousands): Three Months Ended March 31, 2019 Elevaate Ahalogy Level 3 Level 3 Balance at the beginning of period $ 6,121 $ 22,842 Change in fair value during the period 1,012 2,051 Balance as of March 31, 2019 $ 7,133 $ 24,893 Three Months Ended March 31, 2018 Crisp Level 3 Balance at the beginning of period $ 18,500 Change in fair value during the period 6,000 Balance as of March 31, 2018 $ 24,500 |
Allowance for Doubtful Accoun_2
Allowance for Doubtful Accounts (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 2018 Balance at the beginning of period $ 1,200 $ 786 Bad debt expense 132 95 Write-offs (1 ) (67 ) Balance at the end of period $ 1,331 $ 814 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Property and Equipment, Net | Property and equipment consist of the following (in thousands): March 31, 2019 December 31, 2018 Software $ 40,381 $ 37,987 Computer equipment 24,372 23,986 Leasehold improvements 8,195 8,147 Furniture and fixtures 2,078 2,057 Total 75,026 72,177 Accumulated depreciation and amortization (60,860 ) (59,348 ) Projects in process 1,213 2,750 Total property and equipment, net $ 15,379 $ 15,579 |
Accrued Compensation and Benefits | Accrued compensation and benefits consist of the following (in thousands): March 31, 2019 December 31, 2018 Commissions $ 2,760 $ 4,104 Bonus 2,358 5,997 Payroll and related expenses 2,561 1,938 Vacation 420 359 Severance related to restructuring — 709 Total accrued compensation and benefits $ 8,099 $ 13,107 |
Other Current Liabilities | Other current liabilities consist of the following (in thousands): March 31, 2019 December 31, 2018 Distribution fees $ 16,354 $ 15,389 Prefunded liability 5,255 5,131 Traffic acquisition cost 3,899 2,417 Operating lease liabilities 4,362 — Marketing expenses 2,117 2,416 Interest payable 1,157 282 Facility exit costs related to restructuring — 1,019 Liability related to purchased intangible asset — 14,500 Other 9,653 12,101 Total other current liabilities $ 42,797 $ 53,255 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Summary of Preliminary Acquisition Consideration and the Related Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary acquisition consideration and the related fair values of the assets acquired and liabilities assumed (in thousands): Purchase Consideration Net Tangible Assets Acquired/ (Liabilities Assumed) Identifiable Intangible Assets Goodwill Goodwill Deductible for Taxes (1) Acquisition Related Expenses Elevaate $ 13,346 $ (60 ) $ 3,781 $ 9,625 Not $ 549 SavingStar $ 7,485 $ (1,126 ) $ 2,577 $ 6,034 Not Deductible $ 419 Ahalogy $ 36,432 $ 2,196 $ 11,580 $ 22,656 Not Deductible $ 684 $ 57,263 $ 1,010 $ 17,938 Not Deductible $ 1,652 (1) Expensed as general and administrative |
Component of Identifiable Intangible Assets | The following sets forth each component of identifiable intangible assets acquired in connection with the acquisitions (in thousands): Elevaate Estimated Useful Life (in Years) SavingStar Estimated Useful Life (in Years) Ahalogy Estimated Useful Life (in Years) Developed technologies $ 3,307 5.0 $ 1,476 3.0 $ 3,100 4.0 Customer relationships 379 5.0 1,040 3.0 6,210 6.0 Trade names 95 3.0 61 1.5 650 4.0 Vendor relationships — — — — 1,620 2.0 Total identifiable intangible assets $ 3,781 $ 2,577 $ 11,580 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Gross Carrying Amount and Accumulated Amortization for Intangible Assets Intangible Assets | The following table summarizes the gross carrying amount and accumulated amortization for the intangible assets (in thousands): March 31, 2019 Gross Accumulated Amortization Net Weighted Average Amortization Period (Years) Media service rights $ 34,684 $ (9,121 ) $ 25,563 2.9 Promotion service rights 29,548 (7,987 ) 21,561 4.8 Developed technologies 20,070 (9,440 ) 10,630 3.0 Customer relationships 19,290 (9,974 ) 9,316 4.4 Data access rights 10,801 (5,007 ) 5,794 3.1 Domain names 5,948 (5,364 ) 584 0.4 Trade names 2,573 (1,083 ) 1,490 2.5 Vendor relationships 2,510 (1,564 ) 946 1.2 Patents 975 (834 ) 141 3.4 Registered users 420 (360 ) 60 0.7 $ 126,819 $ (50,734 ) $ 76,085 3.5 December 31, 2018 Gross Accumulated Amortization Net Weighted Average Amortization Period (Years) Media service rights $ 34,476 $ (6,838 ) $ 27,638 3.2 Promotion service rights 29,492 (7,248 ) 22,244 5.1 Developed technologies 20,070 (8,353 ) 11,717 3.2 Customer relationships 19,290 (9,145 ) 10,145 4.5 Data access rights 10,801 (4,544 ) 6,257 3.3 Domain names 5,948 (5,260 ) 688 0.5 Trade names 2,573 (923 ) 1,650 2.7 Vendor relationships 2,510 (1,364 ) 1,146 1.4 Patents 975 (821 ) 154 3.6 Registered users 420 (335 ) 85 1.0 $ 126,555 $ (44,831 ) $ 81,724 3.7 |
Estimated Amortization of Intangible Assets | Total 2019, remaining nine months $ 17,285 2020 21,121 2021 15,206 2022 9,304 2023 4,949 2024 and beyond 812 Total estimated amortization expense $ 68,677 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Net Carrying Amount of Liability Component | The net carrying amount of the liability component of the notes recorded in convertible senior notes, net on the condensed consolidated balance sheets was as follows (in thousands): March 31, March 31, 2019 2018 Principal $ 200,000 $ 200,000 Unamortized debt discount (38,322 ) (47,435 ) Unamortized debt issuance costs (3,402 ) (4,319 ) Net carrying amount of the liability component $ 158,276 $ 148,246 |
Schedule Of Interest Expense | The following table sets forth the interest expense related to the notes recognized in interest expense on the condensed consolidated statements of operations (in thousands): Three Months Ended March 31, 2019 Three Months Ended March 31, 2018 Contractual interest expense $ 875 $ 875 Amortization of debt discount 2,328 2,197 Amortization of debt issuance costs 230 229 Total interest expense related to the Notes $ 3,433 $ 3,301 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 using the Black-Scholes model on the date of grant for the periods presented using the following assumptions: Three Months Ended March 31, 2019 2018 Expected life (in years) 6.02 6.02 Risk-free interest rate 2.66% 2.66% Volatility 50% 50% Dividend yield — — |
Summary of Stock Option and Restricted Stock Units Award Activity | A summary of the Company’s stock option and RSU 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 thousands) Balance as of December 31, 2018 6,497,353 4,904,161 $ 12.48 6,622,006 $ 12.12 5.96 $ 9,987 Increase in shares authorized 3,799,808 — — — — — — Options granted (1,317,926 ) — — 1,317,926 $ 9.96 — — Options exercised — — — (302,948 ) $ 4.76 — $ 1,949 Options canceled or expired 57,287 — — (57,287 ) $ 11.20 — — RSUs granted (2,427,631 ) 2,427,631 $ 9.99 — — — — RSUs vested — (1,207,853 ) $ 12.26 — — — — RSUs canceled or expired 248,484 (248,484 ) $ 12.16 — — — — RSUs vested and withheld for taxes (458,337 ) — — — — — — Balance as of March 31, 2019 6,399,038 5,875,455 $ 11.52 7,579,697 $ 12.05 6.69 $ 5,973 Vested and exercisable as of March 31, 2019 4,878,570 $ 12.58 5.41 $ 5,639 |
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, 2019 2018 Expected life (in years) 0.50 0.50 Risk-free interest rate 2.50% 1.42% Volatility 35% 40% 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, 2019 2018 Cost of revenues $ 602 $ 540 Sales and marketing 1,738 1,600 Research and development 1,366 1,827 General and administrative 4,342 3,829 Total stock-based compensation expense $ 8,048 $ 7,796 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share | The computation of the Company’s basic and diluted net loss per share is as follows (in thousands, except per share data): Three Months Ended March 31, 2019 2018 Net loss $ (13,228 ) $ (11,357 ) Weighted-average number of common shares used in computing net loss per share, basic and diluted 94,263 92,711 Net loss per share, basic and diluted $ (0.14 ) $ (0.12 ) |
Schedule of Outstanding Common Equivalent Shares Excluded from Computation of Diluted Net Loss Per Share | The outstanding common equivalent shares excluded from the computation of the diluted net loss per share for the periods presented because including them would have been antidilutive are as follows (in thousands): Three Months Ended March 31, 2019 2018 Stock options and ESPP 7,705 8,071 Restricted stock units 5,875 5,715 Shares held in escrow — 1,000 Shares related to convertible senior notes 11,521 11,521 25,101 26,307 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Schedule of Supplemental Cash Flow Information Related to Operating Leases | Supplemental cash flow information related to operating leases was as follows (in thousands): Three Months Ended March 31, 2019 Cash paid for operating lease liabilities $ 1,348 Right-of-use assets obtained in exchange for lease obligations 12,955 |
Supplemental Balance Sheet Information Related to Operating Leases | Supplemental balance sheet information related to operating leases was as follows (in thousands, except lease term and discount rate): Three Months Ended March 31, 2019 Operating right-of-use assets reported as: Other assets $ 7,400 Operating lease liabilities reported as: Other current liabilities $ 4,362 Other non-current liabilities 7,412 Total operating lease liabilities $ 11,774 Weighted average remaining lease term (in years) 3.7 Weighted average discount rate 7.9 % |
Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities were as follows (in thousands): Operating Leases 2019, remaining 9 months $ 4,170 2020 3,536 2021 1,884 2022 1,572 2023 1,551 2024 and thereafter 909 Total lease payments $ 13,622 Less: Imputed Interest (1,848 ) Total $ 11,774 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Jan. 01, 2019 | Jan. 01, 2018 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Operating lease, right-of-use asset | $ 7,400 | $ 8,500 | |||
Operating lease, liability | 11,774 | $ 11,500 | |||
Deferred revenue due to performance obligations | 1,121 | $ 668 | |||
ASU 2016-02 | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Operating lease, right-of-use asset | 8,500 | ||||
Operating lease, liability | 11,500 | ||||
ASU 2014-09 | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Impact to revenues due to adoption of new standard | $ 1,000 | ||||
Deferred revenue, revenue recognized | 5,100 | ||||
Deferred revenue due to performance obligations | $ 6,200 | ||||
ASU 2014-09 | Retained Earnings | |||||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | |||||
Cumulative effect adjustment to retained earnings | $ 100 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Revenues Disaggregated by Type of Services (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | $ 98,107 | $ 86,766 |
Promotion | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | 63,567 | 63,783 |
Media | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | $ 34,540 | $ 22,983 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Assets: | ||
Assets fair value | $ 184,114 | $ 182,934 |
Liabilities: | ||
Liabilities fair value | 32,026 | 28,963 |
Contingent Consideration | ||
Liabilities: | ||
Liabilities fair value | 32,026 | 28,963 |
Cash Equivalents | Money Market Funds | ||
Assets: | ||
Assets fair value | 143,259 | 142,507 |
Cash Equivalents | U.S. Treasury Bills | ||
Assets: | ||
Assets fair value | 40,855 | 19,689 |
Short-Term Investments | Certificate of Deposit | ||
Assets: | ||
Assets fair value | 20,738 | |
Level 1 | ||
Assets: | ||
Assets fair value | 184,114 | 162,196 |
Level 1 | Cash Equivalents | Money Market Funds | ||
Assets: | ||
Assets fair value | 143,259 | 142,507 |
Level 1 | Cash Equivalents | U.S. Treasury Bills | ||
Assets: | ||
Assets fair value | 40,855 | 19,689 |
Level 2 | ||
Assets: | ||
Assets fair value | 20,738 | |
Level 2 | Short-Term Investments | Certificate of Deposit | ||
Assets: | ||
Assets fair value | 20,738 | |
Level 3 | ||
Liabilities: | ||
Liabilities fair value | 32,026 | 28,963 |
Level 3 | Contingent Consideration | ||
Liabilities: | ||
Liabilities fair value | $ 32,026 | $ 28,963 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Nov. 30, 2017 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Charge related to changes in fair value of contingent consideration | $ 3,100,000 | $ 6,000,000 | ||
Assets fair value | 184,114,000 | $ 182,934,000 | ||
Liabilities fair value | 32,026,000 | 28,963,000 | ||
Fair Value, Measurements, Nonrecurring | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Assets fair value | 0 | 0 | ||
Liabilities fair value | 0 | 0 | ||
Level 2 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Assets fair value | 20,738,000 | |||
1.75% Convertible Senior Notes Due 2022 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Debt instrument fixed interest rate per annum | 1.75% | |||
1.75% Convertible Senior Notes Due 2022 | Level 2 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Fair value of convertible senior notes | $ 188,300,000 | $ 187,500,000 | ||
Debt instrument fixed interest rate per annum | 1.75% | 1.75% | ||
Money Market Funds | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Fixed net asset value | $ 1 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Contingent Consideration (Details) - Level 3 - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Elevaate | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Balance at the beginning of period | $ 6,121 | |
Change in fair value during the period | 1,012 | |
Balance at the end of period | 7,133 | |
Ahalogy | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Balance at the beginning of period | 22,842 | |
Change in fair value during the period | 2,051 | |
Balance at the end of period | $ 24,893 | |
Crisp Media, Inc | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Balance at the beginning of period | $ 18,500 | |
Change in fair value during the period | 6,000 | |
Balance at the end of period | $ 24,500 |
Allowance for Doubtful Accoun_3
Allowance for Doubtful Accounts - Summary of Activity in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Receivables [Abstract] | ||
Balance at the beginning of period | $ 1,200 | $ 786 |
Bad debt expense | 132 | 95 |
Write-offs | (1) | (67) |
Balance at the end of period | $ 1,331 | $ 814 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, Total | $ 75,026 | $ 72,177 |
Accumulated depreciation and amortization | (60,860) | (59,348) |
Projects in process | 1,213 | 2,750 |
Total property and equipment, net | 15,379 | 15,579 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Total | 40,381 | 37,987 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Total | 24,372 | 23,986 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Total | 8,195 | 8,147 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Total | $ 2,078 | $ 2,057 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |||
Depreciation | $ 1.8 | $ 1.6 | |
Capitalized costs | 1 | 0.9 | |
Amortization expense | 0.6 | $ 0 | |
Unamortized costs | $ 5.7 | $ 6.1 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Compensation and Benefits (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Payables And Accruals [Abstract] | ||
Commissions | $ 2,760 | $ 4,104 |
Bonus | 2,358 | 5,997 |
Payroll and related expenses | 2,561 | 1,938 |
Vacation | 420 | 359 |
Severance related to restructuring | 709 | |
Total accrued compensation and benefits | $ 8,099 | $ 13,107 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Payables And Accruals [Abstract] | ||
Distribution fees | $ 16,354 | $ 15,389 |
Prefunded liability | 5,255 | 5,131 |
Traffic acquisition cost | 3,899 | 2,417 |
Operating lease liabilities | 4,362 | |
Marketing expenses | 2,117 | 2,416 |
Interest payable | 1,157 | 282 |
Facility exit costs related to restructuring | 1,019 | |
Liability related to purchased intangible asset | 14,500 | |
Other | 9,653 | 12,101 |
Total other current liabilities | $ 42,797 | $ 53,255 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) | Oct. 26, 2018 | Aug. 27, 2018 | Jun. 01, 2018 | Mar. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||
Contingent consideration, fair value | $ 7,133,000 | $ 28,963,000 | |||
Goodwill deductible for income tax purposes | 0 | ||||
Elevaate | |||||
Business Acquisition [Line Items] | |||||
Total preliminary acquisition consideration | $ 13,300,000 | ||||
Cash payments for purchase of assets | 7,200,000 | ||||
Contingent consideration payable in cash | 18,500,000 | ||||
Contingent consideration, fair value | $ 6,100,000 | ||||
Contingent consideration, milestones achievement period start date | Feb. 1, 2019 | ||||
Contingent consideration, milestones achievement period end date | Jan. 31, 2021 | ||||
SavingStar, Inc | |||||
Business Acquisition [Line Items] | |||||
Cash payments for purchase of assets | $ 7,500,000 | ||||
Contingent consideration payable in cash | 10,600,000 | ||||
Contingent consideration, fair value | $ 0 | $ 0 | |||
Contingent consideration, milestones achievement period end date | Feb. 29, 2020 | ||||
Ahalogy | |||||
Business Acquisition [Line Items] | |||||
Total preliminary acquisition consideration | $ 36,400,000 | ||||
Cash payments for purchase of assets | 21,800,000 | ||||
Contingent consideration payable in cash | 30,000,000 | ||||
Contingent consideration, fair value | $ 14,600,000 | ||||
Contingent consideration, milestones achievement period end date | Dec. 31, 2019 |
Acquisitions - Summary of Preli
Acquisitions - Summary of Preliminary Acquisition Consideration and the Related Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Oct. 26, 2018 | Aug. 27, 2018 | Jun. 01, 2018 | Mar. 31, 2019 |
Business Acquisition [Line Items] | ||||
Purchase Consideration | $ 57,263 | |||
Net Tangible Assets Acquired/ (Liabilities Assumed) | 1,010 | |||
Identifiable Intangible Assets | $ 17,938 | |||
Goodwill Deductible for Taxes | Not Deductible | |||
Acquisition Related Expenses | $ 1,652 | |||
Elevaate | ||||
Business Acquisition [Line Items] | ||||
Purchase Consideration | $ 13,346 | |||
Net Tangible Assets Acquired/ (Liabilities Assumed) | (60) | |||
Identifiable Intangible Assets | 3,781 | |||
Goodwill | $ 9,625 | |||
Goodwill Deductible for Taxes | Not Deductible | |||
Acquisition Related Expenses | $ 549 | |||
SavingStar, Inc | ||||
Business Acquisition [Line Items] | ||||
Purchase Consideration | $ 7,485 | |||
Net Tangible Assets Acquired/ (Liabilities Assumed) | (1,126) | |||
Identifiable Intangible Assets | 2,577 | |||
Goodwill | $ 6,034 | |||
Goodwill Deductible for Taxes | Not Deductible | |||
Acquisition Related Expenses | $ 419 | |||
Ahalogy | ||||
Business Acquisition [Line Items] | ||||
Purchase Consideration | $ 36,432 | |||
Net Tangible Assets Acquired/ (Liabilities Assumed) | 2,196 | |||
Identifiable Intangible Assets | 11,580 | |||
Goodwill | $ 22,656 | |||
Goodwill Deductible for Taxes | Not Deductible | |||
Acquisition Related Expenses | $ 684 |
Acquisitions - Component of Ide
Acquisitions - Component of Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | Oct. 26, 2018 | Aug. 27, 2018 | Jun. 01, 2018 | Mar. 31, 2019 |
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Identifiable intangible assets | $ 17,938 | |||
Elevaate | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Identifiable intangible assets | $ 3,781 | |||
SavingStar, Inc | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Identifiable intangible assets | $ 2,577 | |||
Ahalogy | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Identifiable intangible assets | $ 11,580 | |||
Developed Technologies | Elevaate | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Identifiable intangible assets | $ 3,307 | |||
Estimated Useful Life (in Years) | 5 years | |||
Developed Technologies | SavingStar, Inc | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Identifiable intangible assets | $ 1,476 | |||
Estimated Useful Life (in Years) | 3 years | |||
Developed Technologies | Ahalogy | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Identifiable intangible assets | $ 3,100 | |||
Estimated Useful Life (in Years) | 4 years | |||
Customer Relationships | Elevaate | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Identifiable intangible assets | $ 379 | |||
Estimated Useful Life (in Years) | 5 years | |||
Customer Relationships | SavingStar, Inc | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Identifiable intangible assets | $ 1,040 | |||
Estimated Useful Life (in Years) | 3 years | |||
Customer Relationships | Ahalogy | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Identifiable intangible assets | $ 6,210 | |||
Estimated Useful Life (in Years) | 6 years | |||
Trade Names | Elevaate | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Identifiable intangible assets | $ 95 | |||
Estimated Useful Life (in Years) | 3 years | |||
Trade Names | SavingStar, Inc | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Identifiable intangible assets | $ 61 | |||
Estimated Useful Life (in Years) | 1 year 6 months | |||
Trade Names | Ahalogy | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Identifiable intangible assets | $ 650 | |||
Estimated Useful Life (in Years) | 4 years | |||
Vendor Relationships | Ahalogy | ||||
Acquired Finite Lived Intangible Assets [Line Items] | ||||
Identifiable intangible assets | $ 1,620 | |||
Estimated Useful Life (in Years) | 2 years |
Intangible Assets - Summary of
Intangible Assets - Summary of Gross Carrying Amount and Accumulated Amortization for Intangible Assets Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 126,819 | $ 126,555 |
Accumulated Amortization | (50,734) | (44,831) |
Net | $ 76,085 | $ 81,724 |
Weighted Average Amortization Period (Years) | 3 years 6 months | 3 years 8 months 12 days |
Media Service Rights | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 34,684 | $ 34,476 |
Accumulated Amortization | (9,121) | (6,838) |
Net | $ 25,563 | $ 27,638 |
Weighted Average Amortization Period (Years) | 2 years 10 months 24 days | 3 years 2 months 12 days |
Promotion Service Rights | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 29,548 | $ 29,492 |
Accumulated Amortization | (7,987) | (7,248) |
Net | $ 21,561 | $ 22,244 |
Weighted Average Amortization Period (Years) | 4 years 9 months 18 days | 5 years 1 month 6 days |
Developed Technologies | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 20,070 | $ 20,070 |
Accumulated Amortization | (9,440) | (8,353) |
Net | $ 10,630 | $ 11,717 |
Weighted Average Amortization Period (Years) | 3 years | 3 years 2 months 12 days |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 19,290 | $ 19,290 |
Accumulated Amortization | (9,974) | (9,145) |
Net | $ 9,316 | $ 10,145 |
Weighted Average Amortization Period (Years) | 4 years 4 months 24 days | 4 years 6 months |
Data Access Rights | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 10,801 | $ 10,801 |
Accumulated Amortization | (5,007) | (4,544) |
Net | $ 5,794 | $ 6,257 |
Weighted Average Amortization Period (Years) | 3 years 1 month 6 days | 3 years 3 months 18 days |
Domain Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 5,948 | $ 5,948 |
Accumulated Amortization | (5,364) | (5,260) |
Net | $ 584 | $ 688 |
Weighted Average Amortization Period (Years) | 4 months 24 days | 6 months |
Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 2,573 | $ 2,573 |
Accumulated Amortization | (1,083) | (923) |
Net | $ 1,490 | $ 1,650 |
Weighted Average Amortization Period (Years) | 2 years 6 months | 2 years 8 months 12 days |
Vendor Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 2,510 | $ 2,510 |
Accumulated Amortization | (1,564) | (1,364) |
Net | $ 946 | $ 1,146 |
Weighted Average Amortization Period (Years) | 1 year 2 months 12 days | 1 year 4 months 24 days |
Patents | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 975 | $ 975 |
Accumulated Amortization | (834) | (821) |
Net | $ 141 | $ 154 |
Weighted Average Amortization Period (Years) | 3 years 4 months 24 days | 3 years 7 months 6 days |
Registered Users | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 420 | $ 420 |
Accumulated Amortization | (360) | (335) |
Net | $ 60 | $ 85 |
Weighted Average Amortization Period (Years) | 8 months 12 days | 1 year |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Intangible Assets [Line Items] | |||
Amortization expense of intangible assets | $ 5.9 | $ 2.8 | |
Domain Names | |||
Intangible Assets [Line Items] | |||
Indefinite lived intangible, gross value | $ 0.4 | $ 0.4 |
Intangible Assets - Estimated A
Intangible Assets - Estimated Amortization of Intangible Assets (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2019, remaining nine months | $ 17,285 |
2020 | 21,121 |
2021 | 15,206 |
2022 | 9,304 |
2023 | 4,949 |
2024 and beyond | 812 |
Total estimated amortization expense | $ 68,677 |
Debt Obligations - Additional I
Debt Obligations - Additional Information (Details) - 1.75% Convertible Senior Notes Due 2022 | 1 Months Ended | 3 Months Ended | ||
Nov. 30, 2017USD ($)d$ / sharesshares | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | |
Line Of Credit Facility [Line Items] | ||||
Debt instrument aggregate principal amount | $ 200,000,000 | |||
Debt instrument maturity year | 2022 | |||
Debt instrument fixed interest rate per annum | 1.75% | |||
Debt instrument, frequency of payment | Payable semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, 2018. | |||
Net proceeds from the debt offering, after deducting transaction costs | $ 193,800,000 | |||
Convertible notes, shares issued | shares | 57.6037 | |||
Convertible notes, principal amount | $ 1,000 | |||
Convertible notes, initial conversion price | $ / shares | $ 17.36 | |||
Convertible notes, type of equity security issued | Common stock | |||
Convertible notes, conversion description | Holders of the notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding September 1, 2022, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2018 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five-business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate for the notes on each such trading day; (3) if the Company calls any or all of the notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after September 1, 2022, holders may convert all or any portion of their notes at any time prior to the close of business on the scheduled trading day immediately preceding the maturity date regardless of the foregoing conditions. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election. The Company intends to settle the principal amount of the notes with cash. | |||
Convertible notes, percentage of conversion price | 130.00% | |||
Convertible notes, redemption description | The Company may not redeem the notes prior to December 5, 2020. It may redeem for cash all or any portion of the notes, at its option, on or after December 5, 2020 if the last reported sale price of its common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending not more than three trading days preceding the date on which it provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. | |||
Convertible notes, redemption percentage | 100.00% | |||
Convertible notes, sinking fund | $ 0 | |||
Percentage of repurchase price is equal to principal amount of convertible notes | 100.00% | |||
Carrying amount of the liability component | $ 149,300,000 | |||
Carrying amount of the equity component | $ 50,700,000 | |||
Convertible notes, effective interest rate | 5.80% | |||
Debt issuance costs | $ 6,200,000 | |||
Amortization of interest expense | 4,600,000 | $ 230,000 | $ 229,000 | |
Adjustments to additional paid in capital, equity component of debt issuance costs | $ 1,600,000 | 1,600,000 | $ 1,600,000 | |
Additional Paid-In Capital | ||||
Line Of Credit Facility [Line Items] | ||||
Carrying amount of the equity component | $ 49,100,000 | $ 49,100,000 | ||
90% Applicable Conversion Price | ||||
Line Of Credit Facility [Line Items] | ||||
Convertible notes, consecutive trading days | d | 5 | |||
Minimum | 130% Applicable Conversion Price | ||||
Line Of Credit Facility [Line Items] | ||||
Convertible notes, consecutive trading days | d | 20 | |||
Maximum | ||||
Line Of Credit Facility [Line Items] | ||||
Convertible notes, percentage of last reported sale price of common stock | 98.00% | |||
Maximum | 130% Applicable Conversion Price | ||||
Line Of Credit Facility [Line Items] | ||||
Convertible notes, consecutive trading days | d | 30 |
Debt Obligations -Schedule of N
Debt Obligations -Schedule of Net Carrying Amount of Liability Component (Details) - 1.75% Convertible Senior Notes Due 2022 - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 31, 2018 |
Line Of Credit Facility [Line Items] | ||
Principal | $ 200,000 | $ 200,000 |
Unamortized debt discount | (38,322) | (47,435) |
Unamortized debt issuance costs | (3,402) | (4,319) |
Net carrying amount of the liability component | $ 158,276 | $ 148,246 |
Debt Obligations - Interest Exp
Debt Obligations - Interest Expense (Details) - 1.75% Convertible Senior Notes Due 2022 - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Nov. 30, 2017 | Mar. 31, 2019 | Mar. 31, 2018 | |
Line Of Credit Facility [Line Items] | |||
Contractual interest expense | $ 875 | $ 875 | |
Amortization of debt discount | 2,328 | 2,197 | |
Amortization of debt issuance costs | $ 4,600 | 230 | 229 |
Total interest expense related to the Notes | $ 3,433 | $ 3,301 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted average grant date fair value | $ 5.01 | $ 6.59 |
Issuance of common stock, stock purchase plan, shares | 1,149,287 | |
Shares available for issuance | 2,050,713 | |
Stock-based compensation | $ 8,048 | $ 7,796 |
Property and Equipment | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation | $ 100 | 100 |
2013 Equity Incentive Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Common stock reserved for future issuance | 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 options vested, total | $ 1,300 | $ 2,400 |
Unrecognized stock based compensation | $ 61,700 | |
Unrecognized stock based compensation, amortized weighted average period | 2 years 11 months 4 days | |
2013 Employee Stock Purchase Plan ("ESPP") | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Maximum contribution of base compensation for employee stock purchase plan | 15.00% | |
Offering period of employee stock purchase plan | 6 months | |
Purchase price of common stock percentage of fair market value | 85.00% | |
Stock Based Compensation Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized stock based compensation | $ 76,600 | |
Stock Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized stock based compensation | $ 14,900 | |
Unrecognized stock based compensation, amortized weighted average period | 2 years 10 months 28 days |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Assumptions Used to Estimate the Fair Value of Stock Options and Employee Stock Purchase Plan (Details) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
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 | 2.50% | 1.42% |
Volatility | 35.00% | 40.00% |
Stock Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected life (in years) | 6 years 7 days | 6 years 7 days |
Risk-free interest rate | 2.66% | 2.66% |
Volatility | 50.00% | 50.00% |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option and Restricted Stock Units Award Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Shares Available for Grant | ||
Beginning balance | 6,497,353 | |
Increase in shares authorized | 3,799,808 | |
Options granted | (1,317,926) | |
Options canceled or expired | 57,287 | |
RSUs granted | (2,427,631) | |
RSUs canceled or expired | 248,484 | |
RSUs vested and withheld for taxes | (458,337) | |
Ending balance | 6,399,038 | 6,497,353 |
Number of Shares | ||
Beginning balance | 6,622,006 | |
Options granted | 1,317,926 | |
Options exercised | (302,948) | |
Options canceled or expired | (57,287) | |
Ending balance | 7,579,697 | 6,622,006 |
Vested and exercisable at the end of period | 4,878,570 | |
Weighted Average Exercise Price | ||
Beginning balance | $ 12.12 | |
Options granted | 9.96 | |
Options exercised | 4.76 | |
Options canceled or expired | 11.20 | |
Ending balance | 12.05 | $ 12.12 |
Vested and exercisable at the end of period | $ 12.58 | |
Weighted Average Remaining Contractual Term (Years) / Aggregate Intrinsic Value | ||
Weighted Average Remaining Contractual Term (Years) | 6 years 8 months 8 days | 5 years 11 months 15 days |
Vested and exercisable at the end of period | 5 years 4 months 28 days | |
Aggregate Intrinsic Value | $ 5,973 | $ 9,987 |
Aggregate Intrinsic Value, Options exercised | 1,949 | |
Vested and exercisable at the end of period | $ 5,639 | |
Restricted Stock Units, Number of Shares | ||
RSUs granted | 2,427,631 | |
RSUs canceled or expired | (248,484) | |
Restricted Stock Units | ||
Shares Available for Grant | ||
RSUs granted | (2,427,631) | |
RSUs vested | 1,207,853 | |
RSUs canceled or expired | 248,484 | |
Restricted Stock Units, Number of Shares | ||
Beginning balance | 4,904,161 | |
RSUs granted | 2,427,631 | |
RSUs vested | (1,207,853) | |
RSUs canceled or expired | (248,484) | |
Ending balance | 5,875,455 | 4,904,161 |
Weighted Average Grant Date Fair Value | ||
Beginning Balance | $ 12.48 | |
RSUs granted | 9.99 | |
RSUs vested | 12.26 | |
RSUs canceled or expired | 12.16 | |
Ending balance | $ 11.52 | $ 12.48 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation | $ 8,048 | $ 7,796 |
Cost of Revenues | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation | 602 | 540 |
Sales and Marketing | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation | 1,738 | 1,600 |
Research and Development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation | 1,366 | 1,827 |
General and Administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation | $ 4,342 | $ 3,829 |
Common Stock Repurchase Progr_2
Common Stock Repurchase Programs - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2019 | Apr. 30, 2018 | Mar. 31, 2019 | |
Share Repurchase Program ("2018 Program") | |||
Common Stock Repurchases [Line Items] | |||
Number of shares repurchased and retired | 2,511,633 | ||
Remaining amount available for future share repurchases | $ 59,000,000 | ||
Aggregate cost of shares repurchased and retired | $ 25,200,000 | ||
Stock repurchase program duration | 1 year | ||
Share repurchase program, beginning date | 2018-05 | ||
Share repurchase program, end date | 2019-05 | ||
Subsequent Event | Share Repurchase Program ("2019 Program") | |||
Common Stock Repurchases [Line Items] | |||
Stock repurchase program duration | 1 year | ||
Share repurchase program, beginning date | 2019-05 | ||
Share repurchase program, end date | 2020-05 | ||
Maximum | Share Repurchase Program ("2018 Program") | |||
Common Stock Repurchases [Line Items] | |||
Repurchase of authorized common stock | $ 100,000,000 | ||
Maximum | Subsequent Event | Share Repurchase Program ("2019 Program") | |||
Common Stock Repurchases [Line Items] | |||
Repurchase of authorized common stock | $ 60,000,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Provision for (benefit from) income taxes | $ 26 | $ 102 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (13,228) | $ (11,357) |
Weighted-average number of common shares used in computing net loss per share, basic and diluted | 94,263 | 92,711 |
Net loss per share, basic and diluted | $ (0.14) | $ (0.12) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Outstanding Common Equivalent Shares Excluded from Computation of Diluted Net Loss Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Outstanding common equivalent shares | 25,101 | 26,307 |
Stock Options and ESPP | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Outstanding common equivalent shares | 7,705 | 8,071 |
Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Outstanding common equivalent shares | 5,875 | 5,715 |
Shares Held in Escrow | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Outstanding common equivalent shares | 1,000 | |
Shares Related to Convertible Senior Notes | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Outstanding common equivalent shares | 11,521 | 11,521 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Jan. 01, 2019 | |
Lessee Lease Description [Line Items] | ||
Lessee operating lease description | The Company has entered into operating leases primarily for office facilities. These leases have terms which typically range from 1 year to 5 years | |
Lessee operating lease option to extend | and often include options to renew. | |
Option to extend operating lease | true | |
Operating lease, right-of-use asset | $ 7,400 | $ 8,500 |
Operating lease, liability | 11,774 | $ 11,500 |
Long term lease commitment, amount | 13,622 | |
Total lease costs | 900 | |
Operating lease costs for right-of-use assets | 800 | |
Short-term lease costs related to short-term operating leases | $ 100 | |
Professional Sports Team Suite | ||
Lessee Lease Description [Line Items] | ||
Operating lease, term of contract | 20 years | |
Long term lease commitment, amount | $ 6,100 | |
Long term operating lease term | 2034 | |
Minimum | ||
Lessee Lease Description [Line Items] | ||
Operating lease, term of contract | 1 year | |
Maximum | ||
Lessee Lease Description [Line Items] | ||
Operating lease, term of contract | 5 years | |
Operating lease, renewal term | 6 years |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Operating Leases (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Cash paid for operating lease liabilities | $ 1,348 |
Right-of-use assets obtained in exchange for lease obligations | $ 12,955 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Operating Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 |
Leases [Abstract] | ||
Other assets | $ 7,400 | $ 8,500 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsMember | |
Other current liabilities | $ 4,362 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:OtherCurrentLiabilitiesMember | |
Other non-current liabilities | $ 7,412 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherNoncurrentLiabilitiesMember | |
Total operating lease liabilities | $ 11,774 | $ 11,500 |
Weighted average remaining lease term (in years) | 3 years 8 months 12 days | |
Weighted average discount rate | 7.90% |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 |
Leases [Abstract] | ||
2019, remaining 9 months | $ 4,170 | |
2020 | 3,536 | |
2021 | 1,884 | |
2022 | 1,572 | |
2023 | 1,551 | |
2024 and thereafter | 909 | |
Total lease payments | 13,622 | |
Less: Imputed Interest | (1,848) | |
Operating lease, liability | $ 11,774 | $ 11,500 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Jan. 31, 2017 | Mar. 31, 2019 | |
Computer Equipment | Promissory Note | ||
Commitments And Contingencies [Line Items] | ||
Debt instrument, used to finance | $ 800,000 | |
Debt instrument, frequency of payment | quarterly | |
Debt instrument, maturity period | 3 years | |
Debt instrument, remaining amount | $ 300,000 | |
Open Purchase Commitments | ||
Commitments And Contingencies [Line Items] | ||
Software license fees and marketing services | $ 10,500,000 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
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 | $ 700,000 | $ 600,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Share Repurchase Program ("2019 Program") - Subsequent Event | 1 Months Ended |
Apr. 30, 2019USD ($) | |
Subsequent Event [Line Items] | |
Share repurchase program, beginning date | 2019-05 |
Share repurchase program, end date | 2020-05 |
Maximum | |
Subsequent Event [Line Items] | |
Repurchase of authorized common stock | $ 60,000,000 |