Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 01, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
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 | 89,949,596 | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity File Number | 001-36331 | |
Entity Tax Identification Number | 77-0485123 | |
Entity Address, Address Line One | 400 Logue Avenue | |
Entity Address, City or Town | Mountain View | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94043 | |
City Area Code | 650 | |
Local Phone Number | 605-4600 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common stock, $0.00001 par value | |
Security Exchange Name | NYSE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 196,798 | $ 224,764 |
Accounts receivable, net of allowance for credit losses of $2,043 and $2,021 at March 31, 2020 and December 31, 2019, respectively | 108,835 | 125,304 |
Prepaid expenses and other current assets | 21,878 | 22,026 |
Total current assets | 327,511 | 372,094 |
Property and equipment, net | 14,319 | 13,704 |
Intangible assets, net | 62,511 | 69,752 |
Goodwill | 128,427 | 128,427 |
Other assets | 7,438 | 7,961 |
Total assets | 540,206 | 591,938 |
Current liabilities: | ||
Accounts payable | 13,478 | 19,116 |
Accrued compensation and benefits | 9,559 | 15,232 |
Other current liabilities | 43,765 | 50,032 |
Deferred revenues | 12,086 | 10,903 |
Contingent consideration related to acquisitions | 27,000 | |
Total current liabilities | 78,888 | 122,283 |
Other non-current liabilities | 6,765 | 7,119 |
Contingent consideration related to acquisitions | 9,680 | 9,220 |
Convertible senior notes, net | 168,855 | 166,157 |
Deferred tax liabilities | 1,937 | 1,937 |
Total liabilities | 266,125 | 306,716 |
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, 2020 and December 31, 2019 | ||
Common stock, $0.00001 par value—250,000,000 shares authorized; 89,845,169 and 89,371,199 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively | 1 | 1 |
Additional paid-in capital | 676,877 | 671,060 |
Accumulated other comprehensive loss | (1,149) | (916) |
Accumulated deficit | (401,648) | (384,923) |
Total stockholders’ equity | 274,081 | 285,222 |
Total liabilities and stockholders’ equity | $ 540,206 | $ 591,938 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Allowance for credit losses accounts | $ 2,043 | $ 2,021 |
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 89,845,169 | 89,371,199 |
Common stock, shares outstanding | 89,845,169 | 89,371,199 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 98,787 | $ 98,107 |
Costs and expenses: | ||
Cost of revenues | 61,111 | 56,823 |
Sales and marketing | 25,034 | 25,523 |
Research and development | 10,593 | 10,370 |
General and administrative | 15,090 | 13,623 |
Change in fair value of contingent consideration | 460 | 3,062 |
Total costs and expenses | 112,288 | 109,401 |
Loss from operations | (13,501) | (11,294) |
Interest expense | (3,574) | (3,439) |
Other income (expense), net | 580 | 1,531 |
Loss before income taxes | (16,495) | (13,202) |
Provision for income taxes | 230 | 26 |
Net loss | $ (16,725) | $ (13,228) |
Net loss per share, basic and diluted | $ (0.19) | $ (0.14) |
Weighted-average number of common shares used in computing net loss per share, basic and diluted | 89,638 | 94,263 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (16,725) | $ (13,228) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | (233) | 30 |
Comprehensive loss | $ (16,958) | $ (13,198) |
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, 2018 | $ 380,087 | $ 703,023 | $ (844) | $ (322,093) | |
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) | ||
Other comprehensive income (loss) | 30 | 30 | |||
Net loss | (13,228) | (13,228) | |||
Ending balance at Mar. 31, 2019 | 346,620 | 689,810 | (814) | (342,376) | |
Beginning balances at Dec. 31, 2019 | 285,222 | 671,061 | (916) | (384,923) | |
Stock-based compensation | 7,661 | ||||
Exercise of employee stock options | 468 | ||||
Payments for taxes related to net share settlement of equity awards | (2,312) | ||||
Other comprehensive income (loss) | (233) | (233) | |||
Net loss | (16,725) | (16,725) | |||
Ending balance at Mar. 31, 2020 | $ 274,081 | $ 676,878 | $ (1,149) | $ (401,648) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (16,725) | $ (13,228) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 8,886 | 7,722 |
Stock-based compensation | 7,526 | 8,048 |
Amortization of debt discount and issuance cost | 2,698 | 2,558 |
Allowance for credit losses | 217 | 132 |
Deferred income taxes | 230 | 25 |
Change in fair value of contingent consideration | 460 | 3,062 |
Other non-cash expenses | 726 | 3 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 16,252 | 3,652 |
Prepaid expenses and other current assets | (128) | (791) |
Accounts payable and other current liabilities | (9,111) | 2,418 |
Payments for contingent consideration and bonuses | (15,418) | |
Accrued compensation and benefits | (5,694) | (5,004) |
Deferred revenues | 1,183 | 1,121 |
Net cash (used in) provided by operating activities | (8,898) | 9,718 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (2,488) | (1,994) |
Purchase of intangible assets | (14,611) | |
Proceeds from maturities of short-term investment | 20,738 | |
Net cash (used in) provided by investing activities | (2,488) | 4,133 |
Cash flows from financing activities: | ||
Proceeds from issuances of common stock under stock plans | 468 | 1,443 |
Payments for taxes related to net share settlement of equity awards | (2,312) | (4,651) |
Repurchases and retirement of common stock under share repurchase program | (26,134) | |
Principal payments on promissory note and capital lease obligations | (82) | (77) |
Payments for contingent consideration | (14,582) | |
Net cash used in financing activities | (16,508) | (29,419) |
Effect of exchange rates on cash and cash equivalents | (72) | (2) |
Net decrease in cash and cash equivalents | (27,966) | (15,570) |
Cash and cash equivalents at beginning of period | 224,764 | 302,028 |
Cash and cash equivalents at end of period | 196,798 | 286,458 |
Supplemental disclosures of cash flow information: | ||
Cash paid for income taxes | 17 | 57 |
Cash paid for interest | 2 | 6 |
Supplemental disclosures of noncash investing and financing activities: | ||
Fixed asset purchases not yet paid | 439 | 826 |
Intangible asset acquisitions not yet paid | $ 1,000 | |
Repurchase of common stock not settled | $ 586 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2020 | |
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. The Company also delivers digital promotions and media programs to third party publishing properties outside of its network. 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, 2020 | |
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, 2019. 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, 2020 or for any other period. There have been no significant changes to the Company’s significant accounting policies described in the Annual Report on Form 10-K that have had a material impact on its condensed consolidated financial statements and related notes. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the Company’s condensed consolidated financial statements and accompanying notes. Such management estimates include, but are not limited to, 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, estimates related to recovery of long-lived assets and goodwill, measurement of contingent consideration, restructuring accruals, debt discounts, stock-based compensation, deferred income tax assets and associated valuation allowances and distribution fee commitments. These estimates generally require judgments, may involve the analysis of historical and prediction of future trends, and are subject to change from period to period. Actual results may differ from the Company’s estimates, and such differences may be material to the accompanying condensed consolidated financial statements. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business slowdowns or shutdowns, depress demand for the Company’s advertising business, and adversely impact the Company’s results of operations. . The Company’s estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in its condensed consolidated financial statements. Recently Issued Accounting Pronouncements Accounting Pronouncements Adopted Credit Losses Topic 326: I held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of a broader range of information to estimate credit loss es . The Company adopted ASU 2016-13 on January 1, 2020 and the impact of the adoption was not material to the Company’s condensed consolidated financial statements and related disclosures. 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 The Company provides digital promotions, including digital coupons, and/or media programs to its customers which consists of CPG customers, retail partners and advertising agencies whereby it uses its proprietary technology platforms to create, target, and deliver these programs. The Company typically generates revenue from its customers through the use of these programs on a cost-per-click, cost-per-impression, or cost-per-acquisition basis. Programs usually include a limit on the number of clicks and/or impressions and are billed monthly. The pricing of digital promotions programs typically includes both promotion setup fees and promotion campaign fees. Promotion setup fees are related to the creation of digital promotions and set up of the underlying campaign on Quotient’s proprietary platform for tracking of the related clicks. The Company recognizes revenues related to promotion setup fees over time, proportionally, on a per click basis, using the number of authorized clicks, per insertion order, commencing on the date of the first click. A click refers to the consumers action of activating a digital promotion through the Company’s proprietary technology platform by either saving it to a retailer’s loyalty account for automatic digital redemption, or printing it for physical redemption at a retailer. Promotion campaign fees are usually determined on a per click basis. The Company typically recognizes revenues for digital promotion campaign fees as clicks occur. The Company’s media programs enable CPGs and retailers to distribute digital media to promote their brands and products on its retailers’ 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. Pricing for media campaigns is usually determined on a cost-per-impression, cost-per-click or cost-per-acquisition basis. The Company recognizes revenue each time a digital media ad is displayed or each time a user clicks on the media ad displayed on the Company’s websites, mobile apps or on third-party websites. Digital promotion programs also include the Company’s Specialty Retail business, in which specialty stores including clothing, electronics, home improvement and others, and coupon codes offers. Each time a consumer makes a purchase using a coupon code, a fee is typically paid to the Company. The Company usually 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. Gross Versus Net Revenue Reporting In the normal course of business and through its distribution network, the Company delivers digital promotions 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 promotion and media advertising inventory before it is transferred to its customers. The Company’s control is evidenced by its sole ability to monetize the digital coupon and media advertising inventory, being primarily responsible to its customers, having discretion in establishing pricing for the delivery of the digital promotions 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 Credit Losses Trade and other receivables are included in accounts receivables and primarily comprised of trade receivables that are recorded at invoiced amounts, net of an allowance for credit losses and do not bear interest. Other receivables included unbilled receivables related to digital 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 credit losses based upon the expected collectability of its accounts receivable. The Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when we identify specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company reviewed credit profiles of its customers, contractual terms and conditions, current economic trends, reasonable and supportable forecasts of future economic conditions, and historical payment experience. For the three months ended March 31, 2020, the Company’s assessment considered business and market disruptions caused by COVID-19 and estimates of expected emerging credit and collectability trends. The continued volatility in market conditions and evolving shifts in credit trends are difficult to predict causing variability and volatility that may have a material impact on our allowance for credit losses in future periods. Deferred Revenues Deferred revenues consist of promotion setup fees, promotion campaign fees and digital media fees that are expected to be recognized upon click, or delivery of media impressions, 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, 2020 is primarily driven by cash payments received or due in advance of satisfying the Company’s performance obligations of $7.0 million, partially offset by $5.8 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, 2020 2019 Promotion $ 59,711 $ 63,567 Media 39,076 34,540 Total Revenue $ 98,787 $ 98,107 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, 2020 | |
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, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 104,790 — — $ 104,790 U.S. Treasury Bills 15,185 — — 15,185 Total $ 119,975 $ — $ — $ 119,975 Liabilities: Contingent consideration related to acquisitions — — 9,680 9,680 Total $ — $ — $ 9,680 $ 9,680 December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 124,303 — — $ 124,303 U.S. Treasury Bills 15,120 — — 15,120 Total $ 139,423 $ — $ — $ 139,423 Liabilities: Contingent consideration related to acquisitions — — 36,220 36,220 Total $ — $ — $ 36,220 $ 36,220 The valuation technique used to measure the fair value of money market funds and U.S. Treasury Bills includes using quoted prices in active markets. The money market funds have a fixed net asset value (NAV) of $1.0. The contingent consideration relates to the acquisitions of MLW Squared Inc. (“Ahalogy”), Elevaate Ltd. (“Elevaate”) and Ubimo Ltd. (“Ubimo”) The fair values of contingent consideration are based on the expected achievement of certain 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, 2020 Ubimo Elevaate Ahalogy Level 3 Level 3 Level 3 Balance at the beginning of period $ 5,686 $ 3,534 $ 27,000 Change in fair value during the period 293 167 — Payments made during the period — — (27,000 ) Total $ 5,979 $ 3,701 $ — 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 Total $ 7,133 $ 24,893 The Company recorded a charge of $0.5 million and $3.1 million during the three months ended March 31, 2020 and 2019, 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. During the three months ended March 31, 2020, the Company paid $27.0 million related to Ahalogy’s achievement of financial metrics subject to contingent consideration during the measurement period ending December 31, 2019, and as a result, no liability exists as of March 31, 2020. Out of the total consideration paid, $14.6 million was originally measured and recorded on the acquisition date and $12.4 million was recorded subsequent to the acquisition date through changes in fair value of contingent consideration within the condensed consolidated statements of operations. Fair Value Measurements of Other Financial Instruments As of March 31, 2020 and December 31, 2019, the fair value of the Company’s 1.75% convertible senior notes due 2022 was $187.1 million and $195.4 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. |
Allowance for Credit Losses
Allowance for Credit Losses | 3 Months Ended |
Mar. 31, 2020 | |
Credit Loss [Abstract] | |
Allowance for Credit Losses | 4. Allowance for Credit Losses The summary of activity in the allowance for credit losses is as follows (in thousands): Three Months Ended March 31, 2020 2019 Balance at the beginning of period $ 2,021 $ 1,200 Provision for expected credit losses 217 132 Write-offs charged against the allowance (195 ) (1 ) Balance at the end of period $ 2,043 $ 1,331 |
Balance Sheet Components
Balance Sheet Components | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 December 31, 2019 Software $ 42,060 $ 41,876 Computer equipment 26,408 25,773 Leasehold improvements 5,855 5,883 Furniture and fixtures 2,451 2,449 Total 76,774 75,981 Accumulated depreciation and amortization (65,130 ) (63,543 ) Projects in process 2,675 1,266 Total property and equipment, net $ 14,319 $ 13,704 Depreciation and amortization expense related to property and equipment was $1.6 million and $1.8 million for the three months ended March 31, 2020 and 2019, respectively. The Company capitalized internal use software development and enhancement costs of $1.7 million and $1.0 million during the three months ended March 31, 2020 and 2019, respectively. During the three months ended March 31, 2020 and 2019, the Company had $0.7 million and $0.6 million, respectively, in amortization expense related to internal use software, which is included in property and equipment depreciation and amortization expense and recorded as cost of revenues. The unamortized capitalized development costs were $6.8 million and $5.8 million as of March 31, 2020 and December 31, 2019, respectively. Accrued Compensation and Benefits Accrued compensation and benefits consist of the following (in thousands): March 31, 2020 December 31, 2019 Payroll and related expenses $ 4,576 2,533 Commissions 2,523 5,996 Bonus 1,690 5,997 Vacation 770 706 Total accrued compensation and benefits $ 9,559 $ 15,232 Other Current Liabilities Other current liabilities consist of the following (in thousands): March 31, 2020 December 31, 2019 Distribution fees $ 17,555 $ 20,360 Prefunded liability 4,937 5,429 Marketing expenses 3,077 2,164 Operating lease liabilities 2,785 3,168 Traffic acquisition cost 1,690 5,278 Interest payable 1,157 282 Liability related to purchased intangible asset 1,000 1,000 Other 11,564 12,351 Total other current liabilities $ 43,765 $ 50,032 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | 6. Acquisitions Acquisition of Ubimo On November 19, 2019, the Company acquired all outstanding shares of Ubimo, a leading data and media activation company. The total preliminary acquisition consideration of $20.7 million consisted of $15.0 million in cash and contingent consideration of up to $24.8 million payable in cash with an estimated fair value of $5.7 million as of the acquisition date. The contingent consideration payout is based on Ubimo achieving certain financial metrics between the date of the acquisition through December 31, 2021. The acquisition date fair value was determined using an option pricing model. The fair value of the contingent consideration will be re-measured through earnings every reporting period. Refer to Note 3 for the fair value of contingent consideration at March 31, 2020. 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 re-measured every reporting period. Refer to Note 3 for the fair value of contingent consideration at March 31, 2020. 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, the contingent consideration’s fair value was determined to be zero using an option pricing model. As of February 29, 2020, the date that the contingent consideration period ended, SavingStar did not achieve certain financial metrics for payout and the fair value was concluded to be zero. Accordingly, the Company determined that no payout was required when the contingent consideration period ended. Acquisition of Ahalogy On June 1, 2018, the Company acquired all the outstanding shares of Ahalogy, an influencer marketing firm that delivers premium content across social media channels for CPG brands. The acquisition enhances the Company’s performance media solutions for CPGs and retailers, adding social media expertise and a roster of influencers. The total 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. The acquisition date fair value of the contingent consideration was determined by using an option pricing model. The fair value of the contingent consideration is re-measured every reporting period. As of December 31, 2019, the date that the contingent consideration period ended, Ahalogy earned the full payout of the contingent consideration by achieving certain financial metrics. The Company paid out $30.0 million during the three months ended March 31, 2020, of which $27.0 million related to contingent consideration and $3.0 million related to certain bonuses; and as a result, no liability exists as of March 31, 2020. Of the total $30.0 million that was paid, $14.6 million is classified within financing activity and the remaining $15.4 million is classified within operating activity on the Company’s condensed consolidated statements of cash flows. Refer to Note 3 for the fair value of contingent consideration at March 31, 2020. Each of these acquisitions were accounted for as a business combination. Accordingly, assets acquired and liabilities assumed were recorded at their estimated fair values as of the acquisition date when control was obtained. The Company expensed all transaction costs in the period in which they were incurred. The Company acquired various intangible assets resulting from these acquisitions, such as, customer relationships, vendor relationships, developed technologies and trade names. The fair value of the customer relationships was determined by using a discounted cash flow model. The fair value of the vendor relationships was determined by using a cost approach. The fair value of developed technologies was determined by using the relief from royalty method or the with-and-without method. The fair value of trade names was determined by using the relief from royalty method. The excess of the consideration paid over the fair value of the net tangible assets and liabilities and identifiable intangible assets acquired is recorded as goodwill. The goodwill arising from the acquisitions are largely attributable to the synergies expected to be realized. None of the goodwill recorded from the acquisitions will be deductible for income tax purposes. For each of these transactions, As the Company finalizes certain valuation assumptions, the provisional measurements of identifiable assets and liabilities, and the resulting goodwill related to the acquisition of Ubimo are subject to change and the final purchase price accounting could be different from the amounts presented herein. 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 Ubimo $ 20,740 $ 384 $ 10,750 $ 9,606 Not $ 579 Elevaate 13,346 (60 ) 3,781 9,625 Not 549 SavingStar 7,485 (1,126 ) 2,577 6,034 Not Deductible 556 Ahalogy 36,432 2,196 11,580 22,656 Not Deductible 684 $ 78,003 $ 1,394 $ 28,688 $ 47,921 $ 2,368 (1) Expensed as general and administrative The following sets forth each component of identifiable intangible assets acquired in connection with the acquisitions (in thousands): Ubimo Estimated Useful Life (in Years) Elevaate Estimated Useful Life (in Years) SavingStar Estimated Useful Life (in Years) Ahalogy Estimated Useful Life (in Years) Developed technologies $ 7,100 4.0 $ 3,307 5.0 $ 1,476 3.0 $ 3,100 4.0 Customer relationships 3,400 2.0 379 5.0 1,040 3.0 6,210 6.0 Trade names 250 4.0 95 3.0 61 1.5 650 4.0 Vendor relationships — — — — — — 1,620 2.0 Total identifiable intangible assets $ 10,750 $ 3,781 $ 2,577 $ 11,580 |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 Gross Accumulated Amortization Net Weighted Average Amortization Period (Years) Media service rights $ 34,684 $ (18,426 ) $ 16,258 2.0 Promotion service rights 30,548 (12,104 ) 18,444 3.4 Developed technologies 27,170 (14,419 ) 12,751 3.0 Customer relationships 22,690 (13,266 ) 9,424 3.1 Data access rights 10,801 (6,885 ) 3,916 2.0 Domain names 5,948 (5,557 ) 391 0.6 Trade names 2,823 (1,724 ) 1,099 2.0 Vendor relationships 2,510 (2,375 ) 135 0.2 Patents 975 (882 ) 93 2.6 Registered users 420 (420 ) — 0.0 $ 138,569 $ (76,058 ) $ 62,511 2.8 December 31, 2019 Gross Accumulated Amortization Net Weighted Average Amortization Period (Years) Media service rights $ 34,684 $ (16,098 ) $ 18,586 2.2 Promotion service rights 30,548 (10,682 ) 19,866 3.6 Developed technologies 27,170 (12,790 ) 14,380 3.2 Customer relationships 22,690 (12,267 ) 10,423 3.3 Data access rights 10,801 (6,415 ) 4,386 2.3 Domain names 5,948 (5,540 ) 408 0.8 Trade names 2,823 (1,560 ) 1,263 2.2 Vendor relationships 2,510 (2,172 ) 338 0.4 Patents 975 (873 ) 102 2.8 Registered users 420 (420 ) — 0.0 $ 138,569 $ (68,817 ) $ 69,752 3.0 As of March 31, 2020 and December 31, 2019, 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 $7.3 million and $5.9 million during the three months ended March 31, 2020 and 2019, respectively. Total 2020, remaining nine months $ 20,288 2021 21,001 2022 13,419 2023 6,642 2024 809 2025 and beyond — Total estimated amortization expense $ 62,159 As of March 31, 2020, the Company performed an analysis of the impact of recent events, including business and market disruption caused by COVID-19, on the fair values of its intangible assets. The Company did not identify any indicators of impairment that required an interim impairment test. While the intangible assets are not currently impaired there can be no assurances that intangible assets will not be impaired in future periods. The Company will continue to monitor the operating results, cash flow forecasts and challenges from declines in current market conditions, as well as impacts of COVID-19 for these intangible assets. |
Debt Obligations
Debt Obligations | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt Obligations | 8. Debt Obligations 2017 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, December 31, 2020 2019 Principal $ 200,000 $ 200,000 Unamortized debt discount (28,665 ) (31,132 ) Unamortized debt issuance costs (2,480 ) (2,711 ) Net carrying amount of the liability component $ 168,855 $ 166,157 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, 2020 and December 31, 2019. 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, 2020 2019 Contractual interest expense $ 875 $ 875 Amortization of debt discount 2,467 2,328 Amortization of debt issuance costs 231 230 Total interest expense related to the Notes $ 3,573 $ 3,433 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
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-based stock 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, 2020 2019 Expected life (in years) 6.02 6.02 Risk-free interest rate 0.96% 2.66% Volatility 50% 50% Dividend yield — — The weighted-average grant date fair value of options was $4.26 and $5.01 per share during the three months ended March 31, 2020 and 2019, respectively. Restricted Stock Units and Performance-Based Restricted Stock Units The fair value of RSUs equals the market value of the Company’s common stock on the date of 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, 2019 6,036,180 5,022,675 $ 10.66 8,600,441 $ 11.40 5.16 $ 8,811 Increase in shares authorized 3,574,847 — — — — — — Options granted (1,150,178 ) — — 1,150,178 $ 8.95 — — Options exercised — — — (58,017 ) $ 8.07 — $ 140 Options canceled or expired 387,626 — — (387,626 ) $ 12.77 — — RSUs granted (1,356,389 ) 1,356,389 $ 9.04 — — — — RSUs vested — (656,922 ) $ 11.11 — — — — RSUs canceled or expired 319,534 (319,534 ) $ 11.14 — — — — RSUs vested and withheld for taxes 240,969 — — — — — — Balance as of March 31, 2020 8,052,589 5,402,608 $ 10.17 9,304,976 $ 11.06 5.45 $ 1,078 Vested and exercisable as of March 31, 2020 5,344,446 $ 12.45 3.65 $ 1,078 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 $1.4 million and $1.3 million during the three months ended March 31, 2020 and 2019, 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, 2020 2019 Expected life (in years) 0.50 0.50 Risk-free interest rate 1.59% 2.50% Volatility 55% 35% Dividend yield — — As of March 31, 2020, a total of 1,450,236 shares of common stock were issued under the ESPP since inception of the plan. As of March 31, 2020, a total of 2,149,764 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, 2020 2019 Cost of revenues $ 435 $ 602 Sales and marketing 1,402 1,738 Research and development 881 1,366 General and administrative 4,808 4,342 Total stock-based compensation expense $ 7,526 $ 8,048 As of March 31, 2020, there was $66.2 million of unrecognized stock-based compensation expense, of which $16.8 million is related to stock options and ESPP shares and $49.4 million is related to RSUs. The total unrecognized stock-based compensation expense related to stock options and ESPP as of March 31, 2020 will be amortized over a weighted-average period of 3.10 years. The total unrecognized stock-based compensation expense related to RSUs as of March 31, 2020 will be amortized over a weighted-average period of 2.71 years. During the three months ended March 31, 2020 and 2019, 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, 2020 | |
Common Stock Repurchase Program [Abstract] | |
Common Stock Repurchase Programs | 10. Common Stock Repurchase Programs The Board of Directors previously approved programs for the Company to repurchase shares of its common stock. In August 2019, the Company’s Board of Directors authorized a one-year |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The Company recorded a provision for income taxes of $0.2 million and $26 thousand during the three months ended March 31, 2020 and 2019, respectively. The provision for income taxes for the three months ended March 31, 2020 was primarily attributable to the Company’s foreign operations, federal and state taxes, and amortization of tax deductible goodwill from prior year acquisitions. The provision for income taxes for the three months ended March 31, 2019 was primarily attributable to the Company’s foreign operations and amortization of tax deductible goodwill from prior year acquisitions. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 2019 Net loss $ (16,725 ) $ (13,228 ) Weighted-average number of common shares used in computing net loss per share, basic and diluted 89,638 94,263 Net loss per share, basic and diluted $ (0.19 ) $ (0.14 ) 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, 2020 2019 Stock options and ESPP 9,424 7,705 Restricted stock units 5,403 5,875 Shares related to convertible senior notes 11,521 11,521 26,348 25,101 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
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. T 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 All operating lease expense is recognized on a straight-line basis over the lease term . During the three months ended March 31, 2020 and 2019, the Company recognized $1.1 million and $0.9 million, respectively, in total lease costs, which is comprised of $0.8 million and $0.8 million, respectively, in operating lease costs for right-of-use assets and $0.3 million and $0.1 million, respectively, 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, 2020 2019 Cash paid for operating lease liabilities 974 $ 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): March 31, 2020 December 31, 2019 Operating right-of-use assets reported as: Other assets $ 6,483 $ 7,211 Operating lease liabilities reported as: Other current liabilities $ 2,785 $ 3,168 Other non-current liabilities 6,202 6,692 Total operating lease liabilities $ 8,987 $ 9,860 Weighted average remaining lease term (in years) 3.8 3.9 Weighted average discount rate 7.9 % 7.9 % Maturities of operating lease liabilities were as follows (in thousands): Operating Leases 2020, remaining nine months $ 2,840 2021 2,189 2022 1,885 2023 1,877 2024 1,211 2025 and thereafter 556 Total lease payments $ 10,558 Less: Imputed Interest (1,571 ) Total $ 8,987 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Lease Obligations In the first quarter of 2020, the Company entered into operating leases with total contractual lease commitments of approximately $17.7 million. Those leases have not commenced and are not recorded on the Company’s condensed consolidated balance sheets as of March 31, 2020. Purchase Obligations The Company has unconditional purchase commitments, primarily related to distribution fees, software license fees and marketing services, of $35.7 million as of March 31, 2020. 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, 2020 and December 31, 2019. The Company expenses legal fees in the period in which they are incurred. |
Employee Benefit Plan
Employee Benefit Plan | 3 Months Ended |
Mar. 31, 2020 | |
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 $0.7 million during the three months ended March 31, 2020 and 2019, respectively. |
Information About Geographic Ar
Information About Geographic Areas | 3 Months Ended |
Mar. 31, 2020 | |
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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2019. 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, 2020 or for any other period. There have been no significant changes to the Company’s significant accounting policies described in the Annual Report on Form 10-K that have had a material impact on its condensed consolidated financial statements and related notes. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the Company’s condensed consolidated financial statements and accompanying notes. Such management estimates include, but are not limited to, 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, estimates related to recovery of long-lived assets and goodwill, measurement of contingent consideration, restructuring accruals, debt discounts, stock-based compensation, deferred income tax assets and associated valuation allowances and distribution fee commitments. These estimates generally require judgments, may involve the analysis of historical and prediction of future trends, and are subject to change from period to period. Actual results may differ from the Company’s estimates, and such differences may be material to the accompanying condensed consolidated financial statements. The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business slowdowns or shutdowns, depress demand for the Company’s advertising business, and adversely impact the Company’s results of operations. . The Company’s estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in its condensed consolidated financial statements. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Accounting Pronouncements Adopted Credit Losses Topic 326: I held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of a broader range of information to estimate credit loss es . The Company adopted ASU 2016-13 on January 1, 2020 and the impact of the adoption was not material to the Company’s condensed consolidated financial statements and related disclosures. |
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 The Company provides digital promotions, including digital coupons, and/or media programs to its customers which consists of CPG customers, retail partners and advertising agencies whereby it uses its proprietary technology platforms to create, target, and deliver these programs. The Company typically generates revenue from its customers through the use of these programs on a cost-per-click, cost-per-impression, or cost-per-acquisition basis. Programs usually include a limit on the number of clicks and/or impressions and are billed monthly. The pricing of digital promotions programs typically includes both promotion setup fees and promotion campaign fees. Promotion setup fees are related to the creation of digital promotions and set up of the underlying campaign on Quotient’s proprietary platform for tracking of the related clicks. The Company recognizes revenues related to promotion setup fees over time, proportionally, on a per click basis, using the number of authorized clicks, per insertion order, commencing on the date of the first click. A click refers to the consumers action of activating a digital promotion through the Company’s proprietary technology platform by either saving it to a retailer’s loyalty account for automatic digital redemption, or printing it for physical redemption at a retailer. Promotion campaign fees are usually determined on a per click basis. The Company typically recognizes revenues for digital promotion campaign fees as clicks occur. The Company’s media programs enable CPGs and retailers to distribute digital media to promote their brands and products on its retailers’ 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. Pricing for media campaigns is usually determined on a cost-per-impression, cost-per-click or cost-per-acquisition basis. The Company recognizes revenue each time a digital media ad is displayed or each time a user clicks on the media ad displayed on the Company’s websites, mobile apps or on third-party websites. Digital promotion programs also include the Company’s Specialty Retail business, in which specialty stores including clothing, electronics, home improvement and others, and coupon codes offers. Each time a consumer makes a purchase using a coupon code, a fee is typically paid to the Company. The Company usually 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. |
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 promotions 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 promotion and media advertising inventory before it is transferred to its customers. The Company’s control is evidenced by its sole ability to monetize the digital coupon and media advertising inventory, being primarily responsible to its customers, having discretion in establishing pricing for the delivery of the digital promotions 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 Credit Losses | Accounts Receivables, Net of Allowance for Credit Losses Trade and other receivables are included in accounts receivables and primarily comprised of trade receivables that are recorded at invoiced amounts, net of an allowance for credit losses and do not bear interest. Other receivables included unbilled receivables related to digital 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 credit losses based upon the expected collectability of its accounts receivable. The Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when we identify specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company reviewed credit profiles of its customers, contractual terms and conditions, current economic trends, reasonable and supportable forecasts of future economic conditions, and historical payment experience. For the three months ended March 31, 2020, the Company’s assessment considered business and market disruptions caused by COVID-19 and estimates of expected emerging credit and collectability trends. The continued volatility in market conditions and evolving shifts in credit trends are difficult to predict causing variability and volatility that may have a material impact on our allowance for credit losses in future periods. |
Deferred Revenues | Deferred Revenues Deferred revenues consist of promotion setup fees, promotion campaign fees and digital media fees that are expected to be recognized upon click, or delivery of media impressions, 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, 2020 is primarily driven by cash payments received or due in advance of satisfying the Company’s performance obligations of $7.0 million, partially offset by $5.8 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, 2020 2019 Promotion $ 59,711 $ 63,567 Media 39,076 34,540 Total Revenue $ 98,787 $ 98,107 |
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, 2020 | |
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, 2020 2019 Promotion $ 59,711 $ 63,567 Media 39,076 34,540 Total Revenue $ 98,787 $ 98,107 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 104,790 — — $ 104,790 U.S. Treasury Bills 15,185 — — 15,185 Total $ 119,975 $ — $ — $ 119,975 Liabilities: Contingent consideration related to acquisitions — — 9,680 9,680 Total $ — $ — $ 9,680 $ 9,680 December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 124,303 — — $ 124,303 U.S. Treasury Bills 15,120 — — 15,120 Total $ 139,423 $ — $ — $ 139,423 Liabilities: Contingent consideration related to acquisitions — — 36,220 36,220 Total $ — $ — $ 36,220 $ 36,220 |
Summary of Changes in Contingent Consideration | The following table represents the change in the contingent consideration (in thousands): Three Months Ended March 31, 2020 Ubimo Elevaate Ahalogy Level 3 Level 3 Level 3 Balance at the beginning of period $ 5,686 $ 3,534 $ 27,000 Change in fair value during the period 293 167 — Payments made during the period — — (27,000 ) Total $ 5,979 $ 3,701 $ — 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 Total $ 7,133 $ 24,893 |
Allowance for Credit Losses (Ta
Allowance for Credit Losses (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Credit Loss [Abstract] | |
Summary of Activity in Allowance for Credit Losses | The summary of activity in the allowance for credit losses is as follows (in thousands): Three Months Ended March 31, 2020 2019 Balance at the beginning of period $ 2,021 $ 1,200 Provision for expected credit losses 217 132 Write-offs charged against the allowance (195 ) (1 ) Balance at the end of period $ 2,043 $ 1,331 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Property and Equipment, Net | Property and equipment consist of the following (in thousands): March 31, 2020 December 31, 2019 Software $ 42,060 $ 41,876 Computer equipment 26,408 25,773 Leasehold improvements 5,855 5,883 Furniture and fixtures 2,451 2,449 Total 76,774 75,981 Accumulated depreciation and amortization (65,130 ) (63,543 ) Projects in process 2,675 1,266 Total property and equipment, net $ 14,319 $ 13,704 |
Accrued Compensation and Benefits | Accrued compensation and benefits consist of the following (in thousands): March 31, 2020 December 31, 2019 Payroll and related expenses $ 4,576 2,533 Commissions 2,523 5,996 Bonus 1,690 5,997 Vacation 770 706 Total accrued compensation and benefits $ 9,559 $ 15,232 |
Other Current Liabilities | Other current liabilities consist of the following (in thousands): March 31, 2020 December 31, 2019 Distribution fees $ 17,555 $ 20,360 Prefunded liability 4,937 5,429 Marketing expenses 3,077 2,164 Operating lease liabilities 2,785 3,168 Traffic acquisition cost 1,690 5,278 Interest payable 1,157 282 Liability related to purchased intangible asset 1,000 1,000 Other 11,564 12,351 Total other current liabilities $ 43,765 $ 50,032 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 Ubimo $ 20,740 $ 384 $ 10,750 $ 9,606 Not $ 579 Elevaate 13,346 (60 ) 3,781 9,625 Not 549 SavingStar 7,485 (1,126 ) 2,577 6,034 Not Deductible 556 Ahalogy 36,432 2,196 11,580 22,656 Not Deductible 684 $ 78,003 $ 1,394 $ 28,688 $ 47,921 $ 2,368 (1) Expensed as general and administrative |
Component of Identifiable Intangible Assets | The following sets forth each component of identifiable intangible assets acquired in connection with the acquisitions (in thousands): Ubimo Estimated Useful Life (in Years) Elevaate Estimated Useful Life (in Years) SavingStar Estimated Useful Life (in Years) Ahalogy Estimated Useful Life (in Years) Developed technologies $ 7,100 4.0 $ 3,307 5.0 $ 1,476 3.0 $ 3,100 4.0 Customer relationships 3,400 2.0 379 5.0 1,040 3.0 6,210 6.0 Trade names 250 4.0 95 3.0 61 1.5 650 4.0 Vendor relationships — — — — — — 1,620 2.0 Total identifiable intangible assets $ 10,750 $ 3,781 $ 2,577 $ 11,580 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 Gross Accumulated Amortization Net Weighted Average Amortization Period (Years) Media service rights $ 34,684 $ (18,426 ) $ 16,258 2.0 Promotion service rights 30,548 (12,104 ) 18,444 3.4 Developed technologies 27,170 (14,419 ) 12,751 3.0 Customer relationships 22,690 (13,266 ) 9,424 3.1 Data access rights 10,801 (6,885 ) 3,916 2.0 Domain names 5,948 (5,557 ) 391 0.6 Trade names 2,823 (1,724 ) 1,099 2.0 Vendor relationships 2,510 (2,375 ) 135 0.2 Patents 975 (882 ) 93 2.6 Registered users 420 (420 ) — 0.0 $ 138,569 $ (76,058 ) $ 62,511 2.8 December 31, 2019 Gross Accumulated Amortization Net Weighted Average Amortization Period (Years) Media service rights $ 34,684 $ (16,098 ) $ 18,586 2.2 Promotion service rights 30,548 (10,682 ) 19,866 3.6 Developed technologies 27,170 (12,790 ) 14,380 3.2 Customer relationships 22,690 (12,267 ) 10,423 3.3 Data access rights 10,801 (6,415 ) 4,386 2.3 Domain names 5,948 (5,540 ) 408 0.8 Trade names 2,823 (1,560 ) 1,263 2.2 Vendor relationships 2,510 (2,172 ) 338 0.4 Patents 975 (873 ) 102 2.8 Registered users 420 (420 ) — 0.0 $ 138,569 $ (68,817 ) $ 69,752 3.0 |
Estimated Amortization of Intangible Assets | Total 2020, remaining nine months $ 20,288 2021 21,001 2022 13,419 2023 6,642 2024 809 2025 and beyond — Total estimated amortization expense $ 62,159 As of March 31, 2020, the Company performed an analysis of the impact of recent events, including business and market disruption caused by COVID-19, on the fair values of its intangible assets. The Company did not identify any indicators of impairment that required an interim impairment test. While the intangible assets are not currently impaired there can be no assurances that intangible assets will not be impaired in future periods. The Company will continue to monitor the operating results, cash flow forecasts and challenges from declines in current market conditions, as well as impacts of COVID-19 for these intangible assets. |
Debt Obligations (Tables)
Debt Obligations (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, December 31, 2020 2019 Principal $ 200,000 $ 200,000 Unamortized debt discount (28,665 ) (31,132 ) Unamortized debt issuance costs (2,480 ) (2,711 ) Net carrying amount of the liability component $ 168,855 $ 166,157 |
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, 2020 2019 Contractual interest expense $ 875 $ 875 Amortization of debt discount 2,467 2,328 Amortization of debt issuance costs 231 230 Total interest expense related to the Notes $ 3,573 $ 3,433 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 2019 Expected life (in years) 6.02 6.02 Risk-free interest rate 0.96% 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, 2019 6,036,180 5,022,675 $ 10.66 8,600,441 $ 11.40 5.16 $ 8,811 Increase in shares authorized 3,574,847 — — — — — — Options granted (1,150,178 ) — — 1,150,178 $ 8.95 — — Options exercised — — — (58,017 ) $ 8.07 — $ 140 Options canceled or expired 387,626 — — (387,626 ) $ 12.77 — — RSUs granted (1,356,389 ) 1,356,389 $ 9.04 — — — — RSUs vested — (656,922 ) $ 11.11 — — — — RSUs canceled or expired 319,534 (319,534 ) $ 11.14 — — — — RSUs vested and withheld for taxes 240,969 — — — — — — Balance as of March 31, 2020 8,052,589 5,402,608 $ 10.17 9,304,976 $ 11.06 5.45 $ 1,078 Vested and exercisable as of March 31, 2020 5,344,446 $ 12.45 3.65 $ 1,078 |
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, 2020 2019 Expected life (in years) 0.50 0.50 Risk-free interest rate 1.59% 2.50% Volatility 55% 35% 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, 2020 2019 Cost of revenues $ 435 $ 602 Sales and marketing 1,402 1,738 Research and development 881 1,366 General and administrative 4,808 4,342 Total stock-based compensation expense $ 7,526 $ 8,048 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 2019 Net loss $ (16,725 ) $ (13,228 ) Weighted-average number of common shares used in computing net loss per share, basic and diluted 89,638 94,263 Net loss per share, basic and diluted $ (0.19 ) $ (0.14 ) |
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, 2020 2019 Stock options and ESPP 9,424 7,705 Restricted stock units 5,403 5,875 Shares related to convertible senior notes 11,521 11,521 26,348 25,101 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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, 2020 2019 Cash paid for operating lease liabilities 974 $ 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): March 31, 2020 December 31, 2019 Operating right-of-use assets reported as: Other assets $ 6,483 $ 7,211 Operating lease liabilities reported as: Other current liabilities $ 2,785 $ 3,168 Other non-current liabilities 6,202 6,692 Total operating lease liabilities $ 8,987 $ 9,860 Weighted average remaining lease term (in years) 3.8 3.9 Weighted average discount rate 7.9 % 7.9 % |
Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities were as follows (in thousands): Operating Leases 2020, remaining nine months $ 2,840 2021 2,189 2022 1,885 2023 1,877 2024 1,211 2025 and thereafter 556 Total lease payments $ 10,558 Less: Imputed Interest (1,571 ) Total $ 8,987 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Deferred revenue due to performance obligations | $ 1,183 | $ 1,121 |
ASU 2014-09 | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Deferred revenue, revenue recognized | 5,800 | |
Deferred revenue due to performance obligations | $ 7,000 |
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, 2020 | Mar. 31, 2019 | |
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | $ 98,787 | $ 98,107 |
Promotion | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | 59,711 | 63,567 |
Media | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | $ 39,076 | $ 34,540 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Assets: | ||
Assets fair value | $ 119,975 | $ 139,423 |
Liabilities: | ||
Liabilities fair value | 9,680 | 36,220 |
Contingent Consideration | ||
Liabilities: | ||
Liabilities fair value | 9,680 | 36,220 |
Cash Equivalents | Money Market Funds | ||
Assets: | ||
Assets fair value | 104,790 | 124,303 |
Cash Equivalents | U.S. Treasury Bills | ||
Assets: | ||
Assets fair value | 15,185 | 15,120 |
Level 1 | ||
Assets: | ||
Assets fair value | 119,975 | 139,423 |
Level 1 | Cash Equivalents | Money Market Funds | ||
Assets: | ||
Assets fair value | 104,790 | 124,303 |
Level 1 | Cash Equivalents | U.S. Treasury Bills | ||
Assets: | ||
Assets fair value | 15,185 | 15,120 |
Level 3 | ||
Liabilities: | ||
Liabilities fair value | 9,680 | 36,220 |
Level 3 | Contingent Consideration | ||
Liabilities: | ||
Liabilities fair value | $ 9,680 | $ 36,220 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | Jun. 01, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Nov. 30, 2017 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Charge (benefit) related to changes in fair value of contingent consideration | $ 500,000 | $ 3,100,000 | ||||
Contingent consideration, fair value | 9,680,000 | $ 9,680,000 | $ 9,220,000 | |||
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 | $ 187,100,000 | $ 187,100,000 | $ 195,400,000 | |||
Debt instrument fixed interest rate per annum | 1.75% | 1.75% | 1.75% | |||
Ahalogy | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Contingent consideration paid out | $ 14,600,000 | $ 27,000,000 | $ 12,400,000 | |||
Contingent consideration, fair value | $ 14,600,000 | $ 0 | $ 0 | |||
Money Market Funds | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Fixed net asset value | $ 1 | $ 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, 2020 | Mar. 31, 2019 | |
Ubimo | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Balance at the beginning of period | $ 5,686 | |
Change in fair value during the period | 293 | |
Total | 5,979 | |
Elevaate | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Balance at the beginning of period | 3,534 | $ 6,121 |
Change in fair value during the period | 167 | 1,012 |
Total | 3,701 | 7,133 |
Ahalogy | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Balance at the beginning of period | 27,000 | 22,842 |
Change in fair value during the period | 2,051 | |
Payments made during the period | $ (27,000) | |
Total | $ 24,893 |
Allowance for Credit Losses - S
Allowance for Credit Losses - Summary of Activity in Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Credit Loss [Abstract] | ||
Balance at the beginning of period | $ 2,021 | $ 1,200 |
Provision for expected credit losses | 217 | 132 |
Write-offs charged against the allowance | (195) | (1) |
Balance at the end of period | $ 2,043 | $ 1,331 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, Total | $ 76,774 | $ 75,981 |
Accumulated depreciation and amortization | (65,130) | (63,543) |
Projects in process | 2,675 | 1,266 |
Total property and equipment, net | 14,319 | 13,704 |
Software | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Total | 42,060 | 41,876 |
Computer Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Total | 26,408 | 25,773 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Total | 5,855 | 5,883 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Total | $ 2,451 | $ 2,449 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Property Plant And Equipment [Abstract] | |||
Depreciation | $ 1.6 | $ 1.8 | |
Capitalized costs | 1.7 | 1 | |
Amortization expense | 0.7 | $ 0.6 | |
Unamortized costs | $ 6.8 | $ 5.8 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Compensation and Benefits (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Payroll and related expenses | $ 4,576 | $ 2,533 |
Commissions | 2,523 | 5,996 |
Bonus | 1,690 | 5,997 |
Vacation | 770 | 706 |
Total accrued compensation and benefits | $ 9,559 | $ 15,232 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Distribution fees | $ 17,555 | $ 20,360 |
Prefunded liability | 4,937 | 5,429 |
Marketing expenses | 3,077 | 2,164 |
Operating lease liabilities | 2,785 | 3,168 |
Traffic acquisition cost | 1,690 | 5,278 |
Interest payable | 1,157 | 282 |
Liability related to purchased intangible asset | 1,000 | 1,000 |
Other | 11,564 | 12,351 |
Total other current liabilities | $ 43,765 | $ 50,032 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) | Nov. 19, 2019 | Oct. 26, 2018 | Aug. 27, 2018 | Jun. 01, 2018 | Mar. 31, 2020 | Feb. 29, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||||
Contingent consideration, fair value | $ 9,680,000 | $ 9,220,000 | |||||
Contingent consideration liability | $ 27,000,000 | ||||||
Contingent consideration paid out, financing activity | 14,582,000 | ||||||
Goodwill deductible for income tax purposes | 0 | ||||||
Ubimo | |||||||
Business Acquisition [Line Items] | |||||||
Total preliminary acquisition consideration | $ 20,700,000 | ||||||
Cash payments for purchase of assets | 15,000,000 | ||||||
Contingent consideration payable in cash | 24,800,000 | ||||||
Contingent consideration, fair value | $ 5,700,000 | ||||||
Contingent consideration, milestones achievement period end date | Dec. 31, 2021 | ||||||
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 end date | Jan. 31, 2021 | ||||||
Contingent consideration, milestones achievement period start date | Feb. 1, 2019 | ||||||
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 | 30,000,000 | |||||
Contingent consideration, fair value | $ 14,600,000 | 0 | |||||
Contingent consideration, milestones achievement period end date | Dec. 31, 2019 | ||||||
Contingent consideration paid out including certain bonuses | 30,000,000 | ||||||
Contingent consideration liability | $ 27,000,000 | 0 | |||||
Other current liabilities related to acquisition | $ 3,000,000 | ||||||
Contingent consideration paid out, financing activity | 14,600,000 | ||||||
Contingent consideration paid out, operating activity | $ 15,400,000 |
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 | Nov. 19, 2019 | Oct. 26, 2018 | Aug. 27, 2018 | Jun. 01, 2018 | Mar. 31, 2020 |
Business Acquisition [Line Items] | |||||
Purchase Consideration | $ 78,003 | ||||
Net Tangible Assets Acquired/ (Liabilities Assumed) | 1,394 | ||||
Identifiable Intangible Assets | 28,688 | ||||
Goodwill | 47,921 | ||||
Acquisition Related Expenses | $ 2,368 | ||||
Ubimo | |||||
Business Acquisition [Line Items] | |||||
Purchase Consideration | $ 20,740 | ||||
Net Tangible Assets Acquired/ (Liabilities Assumed) | 384 | ||||
Identifiable Intangible Assets | 10,750 | ||||
Goodwill | $ 9,606 | ||||
Goodwill Deductible for Taxes | Not Deductible | ||||
Acquisition Related Expenses | $ 579 | ||||
Elevaate | |||||
Business Acquisition [Line Items] | |||||
Purchase Consideration | $ 13,346 | ||||
Net Tangible Assets Acquired/ (Liabilities Assumed) | (60) | ||||
Identifiable Intangible Assets | 3,781 | ||||
Goodwill | $ 9,625 | ||||
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 | $ 556 | ||||
Ahalogy | |||||
Business Acquisition [Line Items] | |||||
Purchase Consideration | $ 36,432 | ||||
Net Tangible Assets Acquired/ (Liabilities Assumed) | 2,196 | ||||
Identifiable Intangible Assets | 11,580 | ||||
Goodwill | $ 22,656 | ||||
Goodwill Deductible for Taxes | Not Deductible | ||||
Acquisition Related Expenses | $ 684 |
Acquisitions - Component of Ide
Acquisitions - Component of Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | Nov. 19, 2019 | Oct. 26, 2018 | Aug. 27, 2018 | Jun. 01, 2018 | Mar. 31, 2020 |
Acquired Finite Lived Intangible Assets [Line Items] | |||||
Identifiable intangible assets | $ 28,688 | ||||
Ubimo | |||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||
Identifiable intangible assets | $ 10,750 | ||||
Elevaate | |||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||
Identifiable intangible assets | $ 3,781 | ||||
SavingStar, 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 | Ubimo | |||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||
Identifiable intangible assets | $ 7,100 | ||||
Estimated Useful Life (in Years) | 4 years | ||||
Developed Technologies | Elevaate | |||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||
Identifiable intangible assets | $ 3,307 | ||||
Estimated Useful Life (in Years) | 5 years | ||||
Developed Technologies | SavingStar, 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 | Ubimo | |||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||
Identifiable intangible assets | $ 3,400 | ||||
Estimated Useful Life (in Years) | 2 years | ||||
Customer Relationships | Elevaate | |||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||
Identifiable intangible assets | $ 379 | ||||
Estimated Useful Life (in Years) | 5 years | ||||
Customer Relationships | SavingStar, 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 | Ubimo | |||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||
Identifiable intangible assets | $ 250 | ||||
Estimated Useful Life (in Years) | 4 years | ||||
Trade Names | Elevaate | |||||
Acquired Finite Lived Intangible Assets [Line Items] | |||||
Identifiable intangible assets | $ 95 | ||||
Estimated Useful Life (in Years) | 3 years | ||||
Trade Names | SavingStar, 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 - Additional
Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Intangible Assets [Line Items] | |||
Impairment of intangible assets | $ 0 | ||
Amortization expense of intangible assets | 7,300,000 | $ 5,900,000 | |
Domain Names | |||
Intangible Assets [Line Items] | |||
Indefinite lived intangible, gross value | $ 400,000 | $ 400,000 |
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, 2020 | Dec. 31, 2019 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 138,569 | $ 138,569 |
Accumulated Amortization | (76,058) | (68,817) |
Net | $ 62,511 | $ 69,752 |
Weighted Average Amortization Period (Years) | 2 years 9 months 18 days | 3 years |
Media Service Rights | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 34,684 | $ 34,684 |
Accumulated Amortization | (18,426) | (16,098) |
Net | $ 16,258 | $ 18,586 |
Weighted Average Amortization Period (Years) | 2 years | 2 years 2 months 12 days |
Promotion Service Rights | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 30,548 | $ 30,548 |
Accumulated Amortization | (12,104) | (10,682) |
Net | $ 18,444 | $ 19,866 |
Weighted Average Amortization Period (Years) | 3 years 4 months 24 days | 3 years 7 months 6 days |
Developed Technologies | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 27,170 | $ 27,170 |
Accumulated Amortization | (14,419) | (12,790) |
Net | $ 12,751 | $ 14,380 |
Weighted Average Amortization Period (Years) | 3 years | 3 years 2 months 12 days |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 22,690 | $ 22,690 |
Accumulated Amortization | (13,266) | (12,267) |
Net | $ 9,424 | $ 10,423 |
Weighted Average Amortization Period (Years) | 3 years 1 month 6 days | 3 years 3 months 18 days |
Data Access Rights | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 10,801 | $ 10,801 |
Accumulated Amortization | (6,885) | (6,415) |
Net | $ 3,916 | $ 4,386 |
Weighted Average Amortization Period (Years) | 2 years | 2 years 3 months 18 days |
Domain Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 5,948 | $ 5,948 |
Accumulated Amortization | (5,557) | (5,540) |
Net | $ 391 | $ 408 |
Weighted Average Amortization Period (Years) | 7 months 6 days | 9 months 18 days |
Trade Names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 2,823 | $ 2,823 |
Accumulated Amortization | (1,724) | (1,560) |
Net | $ 1,099 | $ 1,263 |
Weighted Average Amortization Period (Years) | 2 years | 2 years 2 months 12 days |
Vendor Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 2,510 | $ 2,510 |
Accumulated Amortization | (2,375) | (2,172) |
Net | $ 135 | $ 338 |
Weighted Average Amortization Period (Years) | 2 months 12 days | 4 months 24 days |
Patents | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 975 | $ 975 |
Accumulated Amortization | (882) | (873) |
Net | $ 93 | $ 102 |
Weighted Average Amortization Period (Years) | 2 years 7 months 6 days | 2 years 9 months 18 days |
Registered Users | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross | $ 420 | $ 420 |
Accumulated Amortization | $ (420) | $ (420) |
Weighted Average Amortization Period (Years) | 0 years | 0 years |
Intangible Assets - Estimated A
Intangible Assets - Estimated Amortization of Intangible Assets (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2020, remaining nine months | $ 20,288 |
2021 | 21,001 |
2022 | 13,419 |
2023 | 6,642 |
2024 | 809 |
Total estimated amortization expense | $ 62,159 |
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, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
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 | $ 231,000 | $ 230,000 | |
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
Debt Obligations - Schedule of Net Carrying Amount of Liability Component (Details) - 1.75% Convertible Senior Notes Due 2022 - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Line Of Credit Facility [Line Items] | ||
Principal | $ 200,000 | $ 200,000 |
Unamortized debt discount | (28,665) | (31,132) |
Unamortized debt issuance costs | (2,480) | (2,711) |
Net carrying amount of the liability component | $ 168,855 | $ 166,157 |
Debt Obligations - Schedule o_2
Debt Obligations - Schedule of Interest Expense (Details) - 1.75% Convertible Senior Notes Due 2022 - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Nov. 30, 2017 | Mar. 31, 2020 | Mar. 31, 2019 | |
Line Of Credit Facility [Line Items] | |||
Contractual interest expense | $ 875 | $ 875 | |
Amortization of debt discount | 2,467 | 2,328 | |
Amortization of debt issuance costs | $ 4,600 | 231 | 230 |
Total interest expense related to the Notes | $ 3,573 | $ 3,433 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Weighted average grant date fair value | $ 4.26 | $ 5.01 |
Issuance of common stock, stock purchase plan, shares | 1,450,236 | |
Shares available for issuance | 2,149,764 | |
Stock-based compensation | $ 7,526 | $ 8,048 |
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 | $ 1,400 | $ 1,300 |
Unrecognized stock based compensation | $ 49,400 | |
Unrecognized stock based compensation, amortized weighted average period | 2 years 8 months 15 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 | $ 66,200 | |
Stock Options | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized stock based compensation | $ 16,800 | |
Unrecognized stock based compensation, amortized weighted average period | 3 years 1 month 6 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, 2020 | Mar. 31, 2019 | |
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 | 1.59% | 2.50% |
Volatility | 55.00% | 35.00% |
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 | 0.96% | 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, 2020 | Dec. 31, 2019 | |
Shares Available for Grant | ||
Beginning balance | 6,036,180 | |
Increase in shares authorized | 3,574,847 | |
Options granted | (1,150,178) | |
Options canceled or expired | 387,626 | |
RSUs granted | (1,356,389) | |
RSUs canceled or expired | 319,534 | |
RSUs vested and withheld for taxes | 240,969 | |
Ending balance | 8,052,589 | 6,036,180 |
Number of Shares | ||
Beginning balance | 8,600,441 | |
Options granted | 1,150,178 | |
Options exercised | (58,017) | |
Options canceled or expired | (387,626) | |
Ending balance | 9,304,976 | 8,600,441 |
Vested and exercisable at the end of period | 5,344,446 | |
Weighted Average Exercise Price | ||
Beginning balance | $ 11.40 | |
Options granted | 8.95 | |
Options exercised | 8.07 | |
Options canceled or expired | 12.77 | |
Ending balance | 11.06 | $ 11.40 |
Vested and exercisable at the end of period | $ 12.45 | |
Weighted Average Remaining Contractual Term (Years) / Aggregate Intrinsic Value | ||
Weighted Average Remaining Contractual Term (Years) | 5 years 5 months 12 days | 5 years 1 month 28 days |
Vested and exercisable at the end of period | 3 years 7 months 24 days | |
Aggregate Intrinsic Value | $ 1,078 | $ 8,811 |
Aggregate Intrinsic Value, Options exercised | 140 | |
Vested and exercisable at the end of period | $ 1,078 | |
Restricted Stock Units, Number of Shares | ||
RSUs granted | 1,356,389 | |
RSUs canceled or expired | (319,534) | |
Restricted Stock Units | ||
Shares Available for Grant | ||
RSUs granted | (1,356,389) | |
RSUs vested | (656,922) | |
RSUs canceled or expired | 319,534 | |
Restricted Stock Units, Number of Shares | ||
Beginning balance | 5,022,675 | |
RSUs granted | 1,356,389 | |
RSUs vested | (656,922) | |
RSUs canceled or expired | (319,534) | |
Ending balance | 5,402,608 | 5,022,675 |
Weighted Average Grant Date Fair Value | ||
Beginning Balance | $ 10.66 | |
RSUs granted | 9.04 | |
RSUs vested | 11.11 | |
RSUs canceled or expired | 11.14 | |
Ending balance | $ 10.17 | $ 10.66 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation | $ 7,526 | $ 8,048 |
Cost of Revenues | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation | 435 | 602 |
Sales and Marketing | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation | 1,402 | 1,738 |
Research and Development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation | 881 | 1,366 |
General and Administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation | $ 4,808 | $ 4,342 |
Common Stock Repurchase Progr_2
Common Stock Repurchase Programs - Additional Information (Details) - Share Repurchase Program ("August 2019 Program") - USD ($) | 1 Months Ended | 3 Months Ended |
Aug. 31, 2019 | Mar. 31, 2020 | |
Common Stock Repurchases [Line Items] | ||
Number of shares repurchased | 0 | |
Remaining amount available for future share repurchases | $ 50,000,000 | |
Stock repurchase program duration | 1 year | |
Share repurchase program, beginning date | 2019-08 | |
Share repurchase program, end date | 2020-08 | |
Maximum | ||
Common Stock Repurchases [Line Items] | ||
Repurchase of authorized common stock | $ 50,000,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Provision for (benefit from) income taxes | $ 230 | $ 26 |
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, 2020 | Mar. 31, 2019 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (16,725) | $ (13,228) |
Weighted-average number of common shares used in computing net loss per share, basic and diluted | 89,638 | 94,263 |
Net loss per share, basic and diluted | $ (0.19) | $ (0.14) |
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, 2020 | Mar. 31, 2019 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Outstanding common equivalent shares | 26,348 | 25,101 |
Stock Options and ESPP | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Outstanding common equivalent shares | 9,424 | 7,705 |
Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Outstanding common equivalent shares | 5,403 | 5,875 |
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, 2020 | Mar. 31, 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 | |
Long term lease commitment, amount | $ 10,558 | |
Total lease costs | 1,100 | $ 900 |
Operating lease costs for right-of-use assets | 800 | 800 |
Short-term lease costs related to short-term operating leases | $ 300 | $ 100 |
Professional Sports Team Suite | ||
Lessee Lease Description [Line Items] | ||
Operating lease, term of contract | 20 years | |
Long term lease commitment, amount | $ 5,400 | |
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) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Cash paid for operating lease liabilities | $ 974 | $ 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, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Other assets | $ 6,483 | $ 7,211 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsMember | us-gaap:OtherAssetsMember |
Other current liabilities | $ 2,785 | $ 3,168 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:OtherCurrentLiabilitiesMember | us-gaap:OtherCurrentLiabilitiesMember |
Other non-current liabilities | $ 6,202 | $ 6,692 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherNoncurrentLiabilitiesMember | us-gaap:OtherNoncurrentLiabilitiesMember |
Total operating lease liabilities | $ 8,987 | $ 9,860 |
Weighted average remaining lease term (in years) | 3 years 9 months 18 days | 3 years 10 months 24 days |
Weighted average discount rate | 7.90% | 7.90% |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2020, remaining nine months | $ 2,840 | |
2021 | 2,189 | |
2022 | 1,885 | |
2023 | 1,877 | |
2024 | 1,211 | |
2025 and thereafter | 556 | |
Total lease payments | 10,558 | |
Less: Imputed Interest | (1,571) | |
Total | $ 8,987 | $ 9,860 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Commitments And Contingencies [Line Items] | |
Operating lease, lease not yet commenced, lease liability | $ 17.7 |
Open Purchase Commitments | |
Commitments And Contingencies [Line Items] | |
Distribution fees, software license fees and marketing services | $ 35.7 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
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 | $ 700,000 |