RetailMeNot (SALE) 10-Q 2 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	Apr. 21, 2017
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1
Trading Symbol	SALE
Entity Registrant Name	RETAILMENOT, INC.
Entity Central Index Key	1,475,274
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		48,358,395

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 224,933	$ 216,858
Accounts receivable (net of allowance for doubtful accounts of $4,020 and $3,589 at March 31, 2017 and December 31, 2016, respectively)	46,249	66,424
Inventory, net	14,776	9,529
Prepaids and other current assets, net	9,950	10,485
Total current assets	295,908	303,296
Property and equipment, net	24,858	24,800
Intangible assets, net	52,619	55,046
Goodwill	191,167	190,882
Other assets, net	7,798	7,983
Total assets	572,350	582,007
Current liabilities:
Accounts payable	5,530	9,372
Accrued compensation and benefits	7,360	13,104
Accrued expenses and other current liabilities	6,708	5,104
Income taxes payable	6,737	7,564
Current maturities of long term debt	10,000	10,000
Total current liabilities	36,335	45,144
Deferred income tax liability	3,062	1,027
Long term debt	48,722	51,106
Other noncurrent liabilities	9,733	9,121
Total liabilities	97,852	106,398
Commitments and contingencies
Stockholders’ equity:
Preferred stock: $0.001 par value, 10,000,000 shares authorized; zero shares issued and outstanding as of March 31, 2017 and December 31, 2016	0	0
Additional paid-in capital	484,259	480,333
Accumulated other comprehensive loss	(7,314)	(7,810)
Retained earnings (accumulated deficit)	(2,495)	3,038
Total stockholders’ equity	474,498	475,609
Total liabilities and stockholders’ equity	572,350	582,007
Series 1 Common Stock
Stockholders’ equity:
Common stock	48	48
Series 2 Common Stock
Stockholders’ equity:
Common stock	$ 0	$ 0

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Allowance for doubtful accounts	$ 4,020	$ 3,589
Preferred stock, par value (in usd per share)	$ 0.001	$ 0.001
Preferred stock, Shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, Shares issued (in shares)	0	0
Preferred stock, Shares outstanding (in shares)	0	0
Series 1 Common Stock
Common stock, par value (in usd per share)	$ 0.001	$ 0.001
Common stock, Shares authorized (in shares)	150,000,000	150,000,000
Common stock, Shares issued (in shares)	48,299,247	47,855,964
Common stock, Shares outstanding (in shares)	48,299,247	47,855,964
Series 2 Common Stock
Common stock, par value (in usd per share)	$ 0.001	$ 0.001
Common stock, Shares authorized (in shares)	6,107,494	6,107,494
Common stock, Shares issued (in shares)	0	0
Common stock, Shares outstanding (in shares)	0	0

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Statement [Abstract]
Net revenues	$ 69,614	$ 54,649
Cost of net revenues	22,320	5,200
Gross profit	47,294	49,449
Operating expenses:
Product development	13,957	12,611
Sales and marketing	20,390	23,325
General and administrative	11,405	10,226
Amortization of purchased intangible assets	2,472	1,954
Other operating expenses	2,090	832
Total operating expenses	50,314	48,948
Income (loss) from operations	(3,020)	501
Other income (expense):
Interest expense, net	(580)	(600)
Other income, net	88	122
Income (loss) before income taxes	(3,512)	23
Provision for income taxes	(270)	(59)
Net loss	$ (3,782)	$ (36)
Net loss per share:
Basic (in usd per share)	$ (0.08)	$ 0
Diluted (in usd per share)	$ (0.08)	$ 0
Weighted average number of common shares used in computing net loss per share:
Basic (in shares)	48,059	49,188
Diluted (in shares)	48,059	49,188

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Statement of Comprehensive Income [Abstract]
Net loss	$ (3,782)	$ (36)
Other comprehensive income, net of tax:
Foreign currency translation adjustments	496	611
Comprehensive income (loss)	$ (3,286)	$ 575

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash flows from operating activities:
Net loss	$ (3,782)	$ (36)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization expense	5,000	3,950
Stock-based compensation expense	6,243	6,582
Deferred income tax expense	706	2,229
Non-cash interest expense	116	102
Impairment of assets	900	834
Amortization of deferred compensation	1,165	0
Other non-cash gains, net	(1)	(1,524)
Provision for doubtful accounts receivable	726	149
Changes in operating assets and liabilities:
Accounts receivable, net	19,645	23,552
Inventory	(5,247)	0
Prepaid expenses and other current assets, net	156	(2,116)
Accounts payable	(3,298)	(2,924)
Accrued expenses and other current liabilities	(5,728)	(5,577)
Other noncurrent assets and liabilities	269	1,149
Net cash provided by operating activities	16,870	26,370
Cash flows from investing activities:
Purchase of property and equipment	(3,530)	(2,155)
Purchase of other assets	0	(42)
Proceeds from sale of property and equipment	35	2
Net cash used in investing activities	(3,495)	(2,195)
Cash flows from financing activities:
Payments on notes payable	(2,500)	(2,500)
Tax payments related to net share settlement of equity awards, net of proceeds from issuance of common stock	(2,021)	(1,051)
Payments for repurchase of common stock	(925)	(23,770)
Net cash used in financing activities	(5,446)	(27,321)
Effect of foreign currency exchange rate on cash	146	286
Change in cash and cash equivalents	8,075	(2,860)
Cash and cash equivalents, beginning of period	216,858	259,769
Cash and cash equivalents, end of period	224,933	256,909
Supplemental disclosure of cash flow information
Interest payments	623	340
Income tax payments, net of refunds	$ 579	$ 4,539

Description of Business

Description of Business	3 Months Ended
	Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Description of Business We operate a leading savings destination, both online and in-store. We operate under the RetailMeNot brand in the U.S. and portions of the European Union, VoucherCodes in the U.K. and Poulpeo and Ma-Reduc in France. We also operate our discounted gift card marketplace under the RetailMeNot and GiftcardZen brands in the U.S. Our websites, mobile applications, email newsletters and alerts and social media presence enable consumers to search for, discover and redeem relevant digital offers, including discounted digital and physical gift cards, from merchants, including retailers, restaurants and brands. Our marketplace features digital offers across multiple product categories, including clothing and shoes; electronics; health and beauty; home and office; travel, food and entertainment; and personal and business services. We believe our investments in digital offer content quality, product innovation and direct paid merchant relationships allow us to offer a compelling experience to consumers looking to save money, whether online or in-store.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation As used in this report, the terms “we,” “the Company,” “us” or “our” refer to RetailMeNot, Inc. and its wholly-owned subsidiaries. The condensed consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, and Securities and Exchange Commission, or SEC, requirements for interim financial statements. All significant intercompany transactions and balances have been eliminated. The accompanying interim unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting of normal recurring adjustments and those items discussed in these notes, necessary for a fair presentation. Certain information and disclosures normally included in the notes to the annual consolidated financial statements prepared in accordance with GAAP have been omitted from these interim condensed consolidated financial statements pursuant to the rules and regulations of the SEC. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the accompanying notes for the fiscal year ended December 31, 2016 , which are included in our Annual Report on Form 10-K for the year ended December 31, 2016 . The results of operations for the three months ended March 31, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 or for any other period. Significant Estimates and Judgments The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of net revenues and expenses during the reporting periods. These estimates and assumptions could have a material effect on our future results of operations and financial position. Significant items subject to our estimates and assumptions include stock-based compensation, income taxes, valuation of acquired goodwill and intangible assets, allowance for doubtful accounts, revenue returns reserve, the best estimate of selling prices associated with our multiple element revenue arrangements, unrecognized tax benefits, acquisition-related contingent liabilities, the useful lives of property and equipment and intangible assets, deferred compensation arrangements and the fair value of derivative assets and liabilities. As a result, actual amounts could differ from those presented herein. Business Segment To align with a change in how our chief operating decision maker, or CODM, who is our Chief Executive Officer, or CEO, evaluates business performance, we added Gift Card as a separate reportable segment during the second quarter of 2016. The change in segment evaluation and disclosure was made concurrent with the purchase of GiftcardZen Inc, a secondary marketplace for gift cards, on April 5, 2016. As a result, we now have two operating and reporting segments. Our Gift Card segment consists of our marketplace for gift cards, and our Core segment consists of all other products and services that are related to our marketplace for digital offers. Our CEO allocates resources and assesses performance of the business and other activities at the reportable segment level. Cash and Cash Equivalents All highly-liquid investments with an original maturity of three months or less at the date of purchase are considered to be cash equivalents. Accounts Receivable, Net Accounts receivable, net primarily represent amounts due from paid merchants, generally through various performance marketing networks, for commissions earned on consumer purchases and amounts due for advertising. We record an allowance for doubtful accounts in an amount equal to the estimated probable losses net of recoveries, which are based on an analysis of historical bad debt, current receivables aging and expected future write-offs of uncollectible accounts, as well as an assessment of specific identifiable accounts considered at risk or uncollectible. Accounts receivable are written off against the allowance for doubtful accounts when it is determined that the receivable is uncollectible. Inventory, Net Inventory, net consists of the costs to acquire gift cards from consumers and businesses for listing on our secondary marketplace, and is valued using the specific identification method, net of reserves for slow moving inventory and inventory shrinkage due to book-to-physical adjustments. Property and Equipment, Net Property and equipment, net includes assets such as furniture and fixtures, leasehold improvements, computer hardware, office and telephone equipment and certain capitalized internally developed software and website development costs. We record property and equipment at cost less accumulated depreciation and amortization, using the straight-line method. Ordinary maintenance and repairs are charged to expense, while expenditures that extend the physical or economic life of the assets are capitalized. Property and equipment are depreciated over their estimated economic lives, which range from three to ten years , using the straight-line method. Leasehold improvements are amortized over the shorter of the estimated useful lives of the improvements or the lease term. We perform reviews for the impairment of property and equipment when management believes events or circumstances indicate the carrying amount of an asset may not be recoverable. Capitalized Internally Developed Software and Website Development Costs We incur costs related to software and website development, including purchased software and internally developed software. We expense costs in the planning and evaluation stage of internally developed software and website development, as incurred. We capitalize costs to develop software when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. We cease capitalizing and begin depreciating costs when the project is substantially complete and/or the software is ready for use. Capitalized internally developed software and website development costs are included within property and equipment, net in our consolidated balance sheets and depreciated over their estimated useful lives, which range from two to three years . During the first quarter of 2017 and 2016, we noted circumstances that indicated the carrying amount of internally developed software and website development costs related to certain projects might not be recoverable. As a result, we performed a review for impairment of the costs associated with these projects, and have recognized $0.9 million and $0.8 million of impairment expense within other operating expenses in our consolidated statement of operations during the three months ended March 31, 2017 and 2016 , respectively. Goodwill and Other Intangible Assets Goodwill arises from business combinations and is measured as the excess of the cost of the business acquired over the sum of the acquisition-date fair values of tangible and identifiable intangible assets acquired, less any liabilities assumed. We evaluate goodwill for impairment annually on October 1, during the fourth quarter of each year, or more frequently when an event occurs or circumstances change that indicates the carrying value may not be recoverable. Events or circumstances that could trigger an impairment test include, but are not limited to, a significant adverse change in the business climate or in legal factors, an adverse action or assessment by a regulator, a loss of key personnel, significant changes in our use of the acquired assets or the strategy for our overall business, significant negative industry or economic trends, significant underperformance relative to operating performance indicators, a significant decline in market capitalization and significant changes in competition. We evaluate the recoverability of goodwill using a two-step impairment process tested at the reporting unit level. In the first step, the fair value for the reporting unit is compared to our book value including goodwill. If the fair value is less than the book value, a second step is performed that compares the implied fair value of goodwill to the book value of the goodwill. The fair value for the implied goodwill is determined based on the difference between the fair value of the reporting segment and the net fair value of the identifiable assets and liabilities excluding goodwill. If the implied fair value of the goodwill is less than the book value, the difference is recognized as an impairment charge in the consolidated statements of operations. We did not record any goodwill impairment charges during the three months ended March 31, 2017 and the year ended December 31, 2016 . Identifiable intangible assets consist of acquired customer intangible assets, marketing-related intangible assets, contract-based intangible assets, and technology-based intangible assets. Intangible assets with definite lives are amortized over their estimated useful lives on a straight-line basis. See Note 4, “Goodwill and Other Intangible Assets”. The method of amortization applied represents our best estimate of the distribution of the economic value of the identifiable intangible assets. The factors we consider in determining the useful lives of identifiable intangible assets included the extent to which expected future cash flows would be affected by our intent and ability to retain use of these assets. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of intangible assets may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. When such events occur, we compare the carrying amounts of the assets to their undiscounted cash flows. If this comparison indicates that there is impairment, the amount of the impairment is calculated as the difference between the carrying value and the fair value. Revenue Recognition With respect to our Core segment, which consists of our marketplace for digital offers (excluding gift cards), we recognize revenue when persuasive evidence of an arrangement exists, services have been rendered, the fee to the paid merchant, defined as a merchant with which we have a contract, is fixed or determinable and collectability of the resulting receivable is reasonably assured. For commission revenues, which represent the substantial majority of our Core segment net revenues, revenue recognition generally occurs when a consumer, having visited one of our websites and clicked on a digital offer for a paid merchant makes a purchase with such paid merchant, and completion of the order is reported to us by such paid merchant, either directly or through a performance marketing network. The reporting by the paid merchant includes the amount of commissions the paid merchant has calculated as owing to us. Certain paid merchants do not provide reporting until a commission payment is made. In those cases, which have historically not been significant, we record commission revenues on a cash basis. For advertising revenues, revenue recognition occurs when we display a paid merchant’s advertisements on our websites or mobile applications. Rates for advertising are typically negotiated with individual paid merchants. Payments for advertising may be made directly by paid merchants or through performance marketing networks. We also generate revenues in our Gift Card segment, the substantial majority of which are derived from the sale of previously owned gift cards and the remainder of which are derived from the sale of gift cards obtained from merchants. We generally purchase gift cards at a discount to face value and resell them to consumers and businesses through our online marketplace at a markup to our cost, while still at a discount to face value. For gift card revenues, revenue recognition occurs when the cards are sent to the purchaser. Multiple Element Arrangements . When we enter into revenue arrangements with certain paid merchants that are comprised of multiple deliverables, inclusive of the promotion of digital offers and advertising, we allocate consideration to all deliverables based on the relative selling price method in accordance with the selling price hierarchy. The objective of the hierarchy is to determine the price at which we would transact a sale if the service were sold on a stand-alone basis and requires the use of: (1) vendor-specific objective evidence, or VSOE, if available; (2) third-party evidence, or TPE, if VSOE is not available; and (3) a best estimate of the selling price, or BESP, if neither VSOE nor TPE is available. VSOE . We determine VSOE based on our historical pricing and discounting practices for the specific service when sold separately. In determining VSOE, we require that a substantial majority of the stand-alone selling prices for these services fall within a reasonably narrow pricing range. We have not historically sold our services within a reasonably narrow pricing range. As a result, we have not been able to establish VSOE. TPE . When VSOE cannot be established for deliverables in multiple element arrangements, we apply judgment with respect to whether we can establish a selling price based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, our go-to-market strategy differs from that of our peers and our offerings contain a significant level of differentiation such that the comparable pricing of services cannot be obtained. Furthermore, we are unable to reliably determine what similar competitor services’ selling prices are on a stand-alone basis. As a result, we have not been able to establish selling price based on TPE. BESP . When we are unable to establish selling price using VSOE or TPE, we use BESP in our allocation of arrangement consideration. The objective of BESP is to determine the price at which we would transact a sale if the service were sold on a stand-alone basis. BESP is generally used to allocate the selling price to deliverables in our multiple element arrangements. We determine BESP for deliverables by considering multiple factors including, but not limited to, prices we charge for similar offerings, market conditions, competitive landscape and pricing practices. We limit the amount of allocable arrangement consideration to amounts that are fixed or determinable and that are not contingent on future performance or future deliverables. If the facts and circumstances underlying the factors we considered change or should future facts and circumstances lead us to consider additional factors, both our determination of our relative selling price under the hierarchy and our BESPs could change in future periods. We estimate and record a reserve for commission revenues based upon actual, historical return rates as reported to us by paid merchants to provide for end-user cancellations or product returns, which may not be reported by the paid retailer or performance marketing network until a subsequent date. As such, we report commission revenues net of the estimated returns reserve. Net revenues are reported net of sales taxes, where applicable. Our payment arrangements with paid merchants are both direct and through performance marketing networks, which act as intermediaries between the paid merchants and us. No paid merchant individually accounted for more than 10% of net revenues or accounts receivable as of and for the three months ended March 31, 2017 and 2016 . Cost of Net Revenues Cost of net revenues is composed of direct and indirect costs incurred to generate revenue. For our Gift Card segment, these costs consist of the costs to acquire gift cards, including shipping costs. For our Core segment, these costs consist primarily of the personnel costs of our salaried operations and technology support employees and fees paid to third-party contractors engaged in the operation and maintenance of our existing websites and mobile applications. Such technology costs also include website hosting and Internet service costs. Other costs include allocated facility and general information technology costs. Sales and Marketing Expense Our sales and marketing expense consists primarily of personnel costs for our sales, marketing, search engine optimization, search engine marketing and business analytics employees, as well as online, brand and other marketing expenses. Our online, brand and other marketing costs include search engine fees, advertising on social networks, television and radio advertising, promotions, display advertisements, creative development fees, public relations, email campaigns, trade shows and other general marketing costs. Other costs include allocated facility and general information technology costs. Product Development Our product development expense consists primarily of personnel costs of our product management and software engineering teams, as well as fees paid to third-party contractors and consultants engaged in the design, development, testing and improvement of the functionality, offer content and user experience of our websites and mobile applications. General and Administrative Expense Our general and administrative expense represents personnel costs for employees involved in general corporate functions, including executive, finance, accounting, legal and human resources, among others. Additional costs included in general and administrative expense include professional fees for legal, audit and other consulting services, the provision for doubtful accounts receivable, travel and entertainment, charitable contributions, recruiting, allocated facility and general information technology costs and other general corporate overhead expenses. Stock-Based Compensation Expense Stock-based compensation expense is measured at the grant date based on the estimated fair value of the award, net of estimated forfeitures. We recognize these compensation costs on a straight-line basis over the requisite service period of the award. Forfeiture rates are estimated at grant date based on historical experience and adjusted in subsequent periods for differences in actual forfeitures from those estimates. We include stock-based compensation expense in cost of net revenues and operating expenses in our consolidated statements of operations, consistent with the respective employees’ cash compensation. We determine the fair value of stock options on the grant date using the Black-Scholes-Merton valuation model or a Monte Carlo simulation model for certain performance stock options and performance restricted stock units granted to certain executives in 2017 and 2016. Fair Value of Financial Instruments The carrying amounts of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and notes payable, approximate fair value due to the instruments’ short-term maturities or, in the case of the long-term notes payable, based on the variable interest rate feature. We record derivative assets and liabilities at fair value. Income Taxes The provision for income taxes is determined using the asset and liability method. Deferred tax assets and liabilities are calculated based upon the temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using the enacted tax rates that are applicable in a given year. The deferred tax assets are recorded net of a valuation allowance when, based on the available supporting evidence, we believe it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. The Company may be subject to income tax audits by the respective tax authorities in any or all of the jurisdictions in which the Company operates or has operated within a relevant period, including the United States, the United Kingdom, France, Germany, and the Netherlands. Significant judgment is required in determining uncertain tax positions. We utilize a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. We adjust these reserves in light of changing facts and circumstances, such as the closing of an audit or the refinement of an estimate. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. We include interest and penalties related to uncertain tax positions in the provision for income taxes in our consolidated statements of operations. Foreign Currency Our operations outside of the U.S. generally use the local currency as their functional currency. Assets and liabilities for these operations are translated at exchange rates in effect at the balance sheet date. Income and expense accounts are translated at average exchange rates for the period. Foreign currency translation adjustments are recorded in accumulated other comprehensive income (loss) in our consolidated statements of comprehensive income. Gains and losses from foreign currency denominated transactions are recorded in other income (expense), net in our consolidated statements of operations. Non-Marketable Investments and Other-Than-Temporary Impairment During 2015, we invested $4.0 million in a non-controlling minority ownership stake in a privately-held marketing technology company in the United States. The minority interest is included at cost in other assets, net, in our consolidated balance sheets. We own less than 5% of the voting equity of the investee. We regularly evaluate the carrying value of our cost-method investment for impairment and whether any events or circumstances are identified that would significantly harm the fair value of the investment. The primary indicators we utilize to identify these events and circumstances are the investee’s ability to remain in business, such as the investee’s liquidity and rate of cash use, and the investee’s ability to secure additional funding and the value of that additional funding. In the event a decline in fair value is judged to be other-than-temporary, we will record an other-than-temporary impairment charge in other operating expenses, net in our consolidated statements of operations. As the inputs utilized for our periodic impairment assessment are not based on observable market data, potential impairment charges related to our cost-method investment would be classified within Level 3 of the fair value hierarchy. To determine the fair value of this investment, we use all available financial information related to the entity, including information based on recent or pending third-party equity investments in the entity. In certain instances, a cost-method investment’s fair value is not estimated as there are no identified events or changes in the circumstances that may have a significant adverse effect on the fair value of the investment and to do so would be impractical. Derivative Financial Instruments Our operations outside of the U.S. expose us to various market risks that may affect our consolidated results of operations, cash flows and financial position. These market risks include, but are not limited to, fluctuations in currency exchange rates. Our primary foreign currency exposures are in Euros and British Pound Sterling. As a result, we face exposure to adverse movements in currency exchange rates as the financial results of our operations are translated from local currency into U.S. dollars upon consolidation. We have entered into derivative instruments to hedge certain exposures to foreign currency risk on non-functional currency denominated intercompany loans and the re-measurement of certain assets and liabilities denominated in non-functional currencies in our foreign subsidiaries. We may enter into further such instruments in the future. We have not elected to apply hedge accounting or hedge accounting does not apply. Gains and losses resulting from a change in fair value for these derivatives are reflected in the period in which the change occurs and are recorded in other income (expense), net in our consolidated statement of operations. We did not have any foreign exchange derivative instruments outstanding as of, or for the three months ended, March 31, 2017 . During the three months ended March 31, 2016 , we recorded a loss of $0.3 million related to our foreign exchange derivative instruments. We do not use financial instruments for trading or speculative purposes. Derivative instruments are recorded on the balance sheet at fair value and are short-term in duration. We are exposed to the risk that counterparties to derivative contracts may fail to meet their contractual obligations. Recent Accounting Pronouncements Recent Accounting Pronouncements - Recently Adopted In March 2016, the Financial Accounting Standards Board, or FASB, issued new guidance that amends several aspects of the existing accounting standards for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification of related amounts within the statement of cash flows. We adopted this guidance effective January 1, 2017. Under this guidance, entities are permitted to make an accounting policy election to either estimate forfeitures on share-based payment awards, as previously required, or to recognize forfeitures as they occur. We have elected to continue to estimate forfeitures. Additionally, this guidance requires that all income tax effects related to settlements of share-based payment awards be reported in earnings as an increase or decrease to income tax expense (benefit), net. Previously, income tax benefits at settlement of an award were reported as an increase (or decrease) to additional paid-in capital to the extent that those benefits were greater than (or less than) the income tax benefits reported in earnings during the award's vesting period. We have adopted this guidance prospectively. The impact of the adoption resulted in us recording income tax expense of $1.5 million as a component of income taxes, rather than additional paid-in capital, for the three months ended March 31, 2017 related to the excess tax deficiency on share-based payment awards that settled during the quarter. This guidance also requires that all income tax-related cash flows resulting from share-based payments be reported as operating activities in the statement of cash flows. Previously, income tax benefits at settlement of an award were reported as a reduction to operating cash flows and an increase to financing cash flows to the extent that those benefits exceeded the income tax benefits reported in earnings during the award's vesting period. We are electing to adopt this retrospectively effective January 1, 2017. The adoption of this guidance resulted in our operating cash flows for the three months ended March 31, 2016 increasing by $18 thousand . The remaining provisions of this guidance did not have a material impact on our consolidated financial statements. In October 2016, the FASB issued new guidance that requires immediate recognition of the income tax consequences of intercompany asset transfers other than inventory. The guidance is effective for fiscal years beginning after December 15, 2017, using a modified retrospective application method through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. We elected to early adopt this guidance effective January 1, 2017. The adoption of this guidance resulted in a $1.8 million cumulative-effect adjustment that decreased retained earnings as of January 1, 2017. In July 2015, the FASB issued new guidance that simplifies the measurement of inventory. The guidance requires companies to recognize inventory within scope of the standard at the lower of cost or net realizable value, thereby simplifying the current guidance under which companies must measure inventory at the lower of cost or market. We adopted this new accounting standard prospectively effective January 1, 2017. This new accounting standard did not have a significant impact on our consolidated financial statements. Recent Accounting Pronouncements - To Be Adopted In May 2014, the FASB issued new guidance that superseded previously existing revenue recognition requirements. The guidance provides a five-step process to recognize revenue that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration expected in exchange for those goods and services. The guidance requires disclosures enabling users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. On July 9, 2015, the FASB deferred the effective date by one year to December 15, 2017 for the first interim period within annual reporting periods beginning after that date, using either a full or modified retrospective application method. Early adoption of the standard is permitted, but not before the first interim period within annual reporting periods beginning after the original effective date of December 15, 2016. We have made progress toward completing our evaluation of the impact that potential changes from adopting the new standard will have on our net revenues and our consolidated financial statements. We expect to have our preliminary evaluation, including the selection of an adoption method, completed by the end of the first half of 2017. In February 2016, the FASB issued new guidance that amends the existing accounting standards for lease accounting. The guidance requires lessees to recognize assets and liabilities on their balance sheets for all leases with terms of more than twelve months. Additionally, the guidance requires new qualitative and quantitative disclosures about leasing activities. The guidance requires a modified retrospective application approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The guidance is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. We are currently evaluating the effect that the adoption of this guidance will have on our consolidated financial statements. In June 2016, the FASB issued new guidance that modifies the method of accounting for expected credit losses on certain financial instruments, including trade and other receivables, which generally will result in the earlier recognition of allowances for losses. The guidance is effective for fiscal years beginning after December 15, 2019, using a modified retrospective application method through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Early adoption is permitted for fiscal years beginning after December 15, 2018. We are currently evaluating the effect that the adoption of this guidance will have on our consolidated financial statements. In August 2016, the FASB

Acquisitions

Acquisitions	3 Months Ended
	Mar. 31, 2017
Business Combinations [Abstract]
Acquisitions	Acquisitions On April 5, 2016, we acquired GiftcardZen Inc, a private company and the operator of giftcardzen.com, a secondary marketplace for gift cards, for $21.2 million of cash consideration. The following table summarizes the allocation of the purchase price of GiftcardZen Inc, with amounts shown below at fair value at the acquisition date (in thousands): Cash acquired $ 500 Inventory acquired 675 Other tangible assets acquired 48 Identifiable intangible assets: Customer relationships 48 Marketing-related 1,064 Contract-based 1,978 Technology-based 1,077 Goodwill 16,838 Total assets acquired 22,228 Total liabilities assumed (999 ) Total $ 21,229 Goodwill represents the excess of the purchase price over the aggregate fair value of the net tangible and identifiable intangible assets acquired and represents the expected synergies of the transaction and the knowledge and experience of the workforce in place. The goodwill from the acquisition is not deductible for tax purposes. The acquired customer relationships intangible assets have an estimated useful life of 6 years from the date of acquisition, the acquired marketing-related intangible assets have an estimated useful life of 2 years from the date of acquisition, the acquired contract-based intangible assets have estimated useful lives that range from 3 years to 5 years from the date of acquisition and the acquired technology-based intangible assets have an estimated useful life of 1 year from the date of acquisition. The total weighted average amortization period for the intangibles acquired is 2.6 years. In connection with the acquisition, we incurred approximately $0.7 million in direct acquisition costs. These costs were expensed as incurred within general and administrative expense in our consolidated statement of operations. The results of GiftcardZen Inc have been included in our consolidated results since the acquisition date of April 5, 2016. In conjunction with the acquisition of GiftcardZen Inc, we entered into deferred compensation arrangements with a key employee of GiftcardZen Inc as well as certain other employees. These arrangements have a total value of up to $12.0 million , paid at dates between 10 and 24 months following the acquisition, contingent upon the achievement of specific performance targets and those employees' continued employment with us. We paid $4.0 million to employees related to these arrangements during the three months ended March 31, 2017 . As of March 31, 2017 , we expect that the remaining value of the arrangements will be approximately $5.0 million . During the three months ended March 31, 2017 , we have recognized $1.2 million of expense associated with these arrangements within other operating expenses in our consolidated statement of operations. We are accreting a liability concurrent with expense recognition assuming the employees' continued employment with RetailMeNot. As of March 31, 2017 , we have recognized $1.3 million in accrued compensation and benefits and $1.9 million in other noncurrent liabilities in our consolidated balance sheets.

Goodwill and Other Intangible A

Goodwill and Other Intangible Assets	3 Months Ended
	Mar. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Other Intangible Assets	Goodwill and Other Intangible Assets Changes in our goodwill balance for the year ended December 31, 2016 and the three months ended March 31, 2017 are summarized in the table below (in thousands): Core Gift Card Total Balance at December 31, 2015 $ 174,725 $ — $ 174,725 Acquired in business combinations — 16,838 16,838 Foreign currency translation adjustment (681 ) — (681 ) Balance at December 31, 2016 174,044 16,838 190,882 Acquired in business combinations (unaudited) — — — Foreign currency translation adjustment (unaudited) 285 — 285 Balance at March 31, 2017 (unaudited) $ 174,329 $ 16,838 $ 191,167 Intangible assets consisted of the following as of March 31, 2017 and December 31, 2016 (dollars in thousands): Weighted- Average Amortization Period (Months) Estimated Useful Life (Months) March 31, 2017 (unaudited) Gross Accumulated Amortization Impairment Expense Net Customer relationships 180 72-180 $ 15,673 $ (6,760 ) $ — $ 8,913 Marketing-related 152 24-180 78,692 (36,930 ) — 41,762 Contract-based 57 12-60 21,694 (19,750 ) — 1,944 Technology-based 12 12 8,684 (8,684 ) — — Total intangible assets $ 124,743 $ (72,124 ) $ — $ 52,619 Weighted- Average Amortization Period (Months) Estimated Useful Life (Months) December 31, 2016 Gross Accumulated Amortization Impairment Expense Net Customer relationships 180 72-180 $ 15,821 $ (6,496 ) $ (153 ) $ 9,172 Marketing-related 152 24-180 79,336 (35,270 ) (633 ) 43,433 Contract-based 57 12-60 21,688 (19,513 ) — 2,175 Technology-based 12 12 8,666 (8,400 ) — 266 Total intangible assets $ 125,511 $ (69,679 ) $ (786 ) $ 55,046 In December 2016, we decided to no longer support Actiepagina.nl. As a result, we determined that an impairment of unamortized intangible assets associated with Actiepagina.nl was warranted, resulting in an impairment charge of $0.8 million . We did not record any intangible asset impairment charges during the three months ended March 31, 2017 .

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Operating Leases We lease office space, including our corporate headquarters in Austin, Texas, under non-cancelable operating leases. Rent expense under these operating leases was $2.0 million and $1.7 million for the three months ended March 31, 2017 and 2016 , respectively. Legal Matters From time to time, we may be involved in litigation relating to claims arising in the ordinary course of business. Management believes that there are no claims or actions pending or threatened against the Company, the ultimate disposition of which would have a material impact on our consolidated financial position, results of operations or cash flows.

Stockholders' Equity and Stock-

Stockholders' Equity and Stock-Based Compensation	3 Months Ended
	Mar. 31, 2017
Equity [Abstract]
Stockholders' Equity and Stock-Based Compensation	Stockholders’ Equity and Stock-Based Compensation Common Stock Our certificate of incorporation authorizes shares of stock as follows: 150,000,000 shares of Series 1 common stock, 6,107,494 shares of Series 2 common stock and 10,000,000 shares of preferred stock. The common and preferred stock have a par value of $0.001 per share. As of March 31, 2017 and December 31, 2016 , 48,299,247 and 47,855,964 shares of Series 1 common stock were outstanding, respectively. As of March 31, 2017 and December 31, 2016 , zero shares of preferred stock and Series 2 common stock were outstanding. Share Repurchase In February 2015, our board of directors authorized a share repurchase program. Under the program, we were initially authorized to repurchase shares of Series 1 common stock for an aggregate purchase price not to exceed $100 million . In February 2016, our board of directors authorized an additional $50 million under the repurchase program, bringing the total amount of the program up to $150 million . In February 2017, our board of directors authorized a one year extension of the repurchase program, which is now authorized through February 2018 . During the three months ended March 31, 2017 , we repurchased 32,465 shares of Series 1 common stock at an aggregate purchase price of $0.3 million , and during the year ended December 31, 2016 , we repurchased 4,128,011 shares of Series 1 common stock at an aggregate purchase price of $36.8 million . Stock-Based Compensation In July 2013, our board of directors and stockholders approved our 2013 Equity Incentive Plan (the “2013 Plan”) and our 2013 Employee Stock Purchase Plan (the “2013 Purchase Plan”). When the 2013 Plan took effect, all shares available for grant under our 2007 Stock Plan, as amended (the “2007 Plan”), were transferred into the share pool of the 2013 Plan. Subsequent to our initial public offering, we have not granted, and will not grant in the future, any additional awards under the 2007 Plan. However, the 2007 Plan will continue to govern the terms and conditions of all outstanding equity awards granted under the 2007 Plan. In April 2016 in connection with our acquisition of GiftcardZen Inc, our board of directors approved the assumption of GiftcardZen Inc's existing 2012 Equity Incentive Plan (the "GCZ Plan") in accordance with NASDAQ Rule 5635, which provides that shares available under certain plans acquired in mergers or other acquisitions may be used for certain post-transaction grants of options or other equity awards. Under our 2013 Plan and GCZ Plan, we granted stock options, restricted stock units and performance restricted stock units during the three months ended March 31, 2017 . The fair value of our performance restricted stock units was estimated on the grant date using a Monte Carlo simulation. We recorded stock-based compensation expense of $6.2 million and $6.6 million for the three months ended March 31, 2017 and 2016 , respectively. We include stock-based compensation expense in cost and expenses consistent with the classification of respective employees’ cash compensation in our consolidated statements of operations. Individuals exercised 6,773 and 49,097 stock options during the three months ended March 31, 2017 and the year ended December 31, 2016 , respectively. During the three months ended March 31, 2017 and the year ended December 31, 2016 we issued 468,975 and 582,535 shares of Series 1 common stock, respectively, net of shares withheld for taxes, upon the vesting of restricted stock units. Stock-based compensation expense for all employee share-based payment awards is based upon the grant date fair value. We recognize compensation costs, net of estimated forfeitures, on a straight-line basis over the requisite service period of the award. Forfeiture rates are estimated at grant date based on historical experience and adjusted in subsequent periods for differences in actual forfeitures from our previous estimates.

Earnings (Loss) Per Share

Earnings (Loss) Per Share	3 Months Ended
	Mar. 31, 2017
Earnings Per Share [Abstract]
Earnings (Loss) Per Share	Earnings (Loss) Per Share The rights of the holders of Series 1 and Series 2 common stock are identical, except with respect to voting. Each share of Series 1 and Series 2 common stock is entitled to one vote per share; however holders of Series 2 common stock are not entitled to vote in connection with the election of the members of our board of directors. Shares of Series 2 common stock may be converted into shares of Series 1 common stock at any time at the option of the stockholder. As of March 31, 2017 and 2016 , no shares of Series 2 common stock were outstanding. The following table sets forth the computation of basic and diluted net loss per share of common stock (in thousands, except per share amounts): Three Months Ended 2017 2016 (unaudited) Numerator Net loss $ (3,782 ) $ (36 ) Denominator Weighted average common shares outstanding - basic 48,059 49,188 Dilutive effect of stock options, restricted stock units, and Employee Stock Purchase Plan shares — — Weighted average common shares outstanding - diluted 48,059 49,188 Net loss per share: Basic $ (0.08 ) $ 0.00 Diluted $ (0.08 ) $ 0.00 The following common equivalent shares were excluded from the diluted net loss per share calculation, as their inclusion would have been anti-dilutive (in thousands): Three Months Ended 2017 2016 (unaudited) Stock options 722 742 Restricted stock units 2,146 1,479 Employee Stock Purchase Plan shares 478 — Total 3,346 2,221

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2017
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. GAAP set forth a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three tiers are Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop our own assumptions. Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands): Fair Value Measurements at March 31, 2017 (unaudited) Level 1 Level 2 Level 3 Total Assets: Money market deposit accounts $ 150,276 $ — $ — $ 150,276 Fair Value Measurements at December 31, 2016 Level 1 Level 2 Level 3 Total Assets: Money market deposit accounts $ 150,147 $ — $ — $ 150,147 Money market deposit accounts are reported in our consolidated balance sheets as cash and cash equivalents and derivative instruments are reported in our consolidated balance sheets as either accrued expenses and other current liabilities or prepaid assets and other current assets, net. Our other financial instruments consist primarily of accounts receivable, accounts payable, accrued liabilities and notes payable. The carrying value of these assets and liabilities approximate their respective fair values as of March 31, 2017 and December 31, 2016 due to the short-term maturities, or in the case of our long term notes payable, based on the variable interest rate feature. During the three months ended March 31, 2017 and 2016 , we recorded fair value adjustments to the carrying amount of internally developed software and website development costs related to certain projects, resulting in $0.9 million and $0.8 million , respectively, of impairment expense. See Note 2, "Summary of Significant Accounting Policies." During 2016 , we recorded a fair value adjustment to the identified intangible assets associated with one of our websites, Actiepagina.nl, resulting in impairment expense of $0.8 million . See Note 4, “Goodwill and Other Intangible Assets.”

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2017
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes Our quarterly tax provision is determined using an estimate of our annual effective tax rate, adjusted for discrete items arising in that quarter. In each quarter, we update our estimate of the annual effective tax rate, and if our estimated annual tax rate changes, we make a cumulative adjustment in that quarter. Our quarterly tax provision and our quarterly estimate of our annual effective tax rate are subject to significant variation due to several factors, including our ability to accurately predict our pre-tax income or loss in multiple jurisdictions, the impact of non-deductible stock-based compensation and deferred compensation charges, the effects of acquisitions and the integration of those acquisitions and by changes in tax laws and regulations. Additionally, our effective tax rate can be more or less volatile based on the amount of our pre-tax income or loss. For example, the impact of discrete items and non-deductible expenses on our effective tax rate is greater when our pre-tax income is lower. For the three months ended March 31, 2017 , we recorded income tax expense of $0.3 million , including $1.5 million of discrete tax expense to record the tax effects of the settlement of share-based payment awards, resulting in an effective tax rate of (7.7)% . For the three months ended March 31, 2016 . we recorded income tax expense of $0.1 million , resulting in an effective tax rate of 255.0% . Our quarterly effective tax rate is subject to significant volatility based on the actual amount of pre-tax income or loss we generate in the period, changes to our forecasted annual effective tax rate and the impact of discrete items arising in the quarter. As of March 31, 2017 , our forecasted annual effective tax rate estimate for the year ended December 31, 2017 differed from the statutory rate primarily due to tax charges associated with non-deductible stock-based compensation charges, non-deductible deferred compensation expenses and state taxes, which are partially offset by the benefit from U.S. federal research and development tax credits. As of March 31, 2016 , our forecasted annual effective tax rate estimate for the year ended December 31, 2016 differed from the statutory rate primarily due to tax charges associated with non-deductible stock-based compensation charges and state taxes, which are partially offset by the benefit from U.S. federal research and development tax credits.

Segment Reporting

Segment Reporting	3 Months Ended
	Mar. 31, 2017
Segment Reporting [Abstract]
Segment Reporting	Segment Reporting Our two reportable segments are Core and Gift Card. We added Gift Card as a reportable segment during the second quarter of 2016 to align with a change in how our CODM evaluates our overall business performance, concurrent with the April 5, 2016 purchase of GiftcardZen Inc, a secondary marketplace for gift cards. Our Gift Card segment consists of our marketplace for gift cards, and our Core segment consists of all other products and services that are related to our marketplace for digital offers. Our CODM allocates resources and assesses performance of the business at the reportable segment level based primarily on net revenues and segment operating income (loss) for both segments and gross profit for our Gift Card segment. Segment operating income (loss) includes internally allocated costs of our information technology function. We do not allocate stock-based compensation expense, depreciation and amortization expense, third-party acquisition-related costs or other operating expenses to our segments, and these expenses are included in the Unallocated column in the reconciliations below. Our performance evaluation does not include segment assets. The following tables present information by reportable operating segment, and a reconciliation of these amounts to our consolidated statements of operations, for the three month periods ended March 31, 2017 and 2016 (in thousands): Three Months Ended March 31, 2017 (unaudited) Core Gift Card Unallocated Total Net revenues $ 51,750 $ 17,864 $ — $ 69,614 Cost of net revenues 4,551 17,346 423 22,320 Gross profit 47,199 518 (423 ) 47,294 Operating expenses: Product development 9,762 356 3,839 13,957 Sales and marketing 18,415 695 1,280 20,390 General and administrative 6,421 984 4,000 11,405 Amortization of purchased intangible assets — — 2,472 2,472 Other operating expenses — — 2,090 2,090 Total operating expenses 34,598 2,035 13,681 50,314 Income (loss) from operations $ 12,601 $ (1,517 ) $ (14,104 ) $ (3,020 ) Three Months Ended March 31, 2016 (unaudited) Core Gift Card Unallocated Total Net revenues $ 54,649 $ — $ — $ 54,649 Cost of net revenues 4,568 — 632 5,200 Gross profit 50,081 — (632 ) 49,449 Operating expenses: Product development 9,301 — 3,310 12,611 Sales and marketing 21,507 — 1,818 23,325 General and administrative 6,984 — 3,242 10,226 Amortization of purchased intangible assets — — 1,954 1,954 Other operating expenses — — 832 832 Total operating expenses 37,792 — 11,156 48,948 Income (loss) from operations $ 12,289 $ — $ (11,788 ) $ 501 The following table presents information about the type of expenses included in the Unallocated column in the reconciliations above (in thousands): Three Months Ended 2017 2016 Depreciation expense $ 2,528 $ 1,996 Stock-based compensation expense 6,243 6,582 Third party acquisition-related costs 771 424 Amortization of purchased intangible assets 2,472 1,954 Other operating expenses 2,090 832 Total Unallocated expenses $ 14,104 $ 11,788

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2017
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events On April 10, 2017, we entered into an Agreement and Plan of Merger, or Merger Agreement, with Harland Clarke Holdings Corp., or HCH, pursuant to which HCH has agreed to acquire all issued and outstanding shares of our Series 1 common stock at a purchase price of $11.60 per share (the "Merger") through a tender offer and second step merger process. Assuming timely satisfaction of all closing conditions set forth in the Merger Agreement, and upon consummation of the Merger, we will become a privately held company. Subject to certain conditions, including the receipt of necessary regulatory approvals, receipt of a majority of our issued and outstanding shares of Series 1 common stock in the tender offer, and other customary covenants and closing conditions, we expect the transaction to close in the second quarter of 2017. For additional information related to the Merger Agreement and the Merger, refer to the tender offer statement filed on Form TO with the SEC on April 24, 2017, as amended by Amendment No. 1 to the tender offer statement on Form TO filed with the SEC on April 28, 2017 and Amendment No. 2 to the tender offer statement on Form TO filed with the SEC on May 1, 2017, the solicitation/recommendation statement filed on Form 14D-9 with the SEC on April 24, 2017, as amended by Amendment No. 1 to the solicitation/recommendation statement filed with the SEC on April 28, 2017 and Amendment No. 2 to the solicitation/recommendation statement filed with the SEC on May 1, 2017, and the full text of the Merger Agreement, which is filed herewith as Exhibit 2.1. The Merger Agreement contains certain termination rights for us and HCH. Upon termination of the Merger Agreement under specified circumstances, such as us accepting a superior proposal, we may be required to pay HCH a termination fee of $18.0 million . Additionally, if the tender offer process is not consummated due to HCH not having received its committed financing, provided the other conditions to the tender offer are satisfied, HCH may be required to pay us a termination fee of between $25.0 million and $35.0 million , depending upon the date of the termination. Other than transaction expenses associated with the proposed Merger of $0.8 million for the three months ended March 31, 2017 , the terms of the Merger Agreement did not impact our condensed consolidated financial statements. On April 26, 2017, Louis Scarantino, alleging himself to be a stockholder of the Company, filed a purported stockholder class action complaint, or the Scarantino Complaint, in the United States District Court for the District of Delaware, against the Company, the Company’s Chief Executive Officer, all members of the Board, HCH and HCH’s wholly-owned acquisition subsidiary. Among other things, the Scarantino Complaint criticizes the proposed transaction price of $11.60 per share of Series 1 common stock as inadequate and alleges that the solicitation/recommendation statement filed by the Company on Schedule 14D-9 omits to state material information, rendering it false and misleading, and in violation of the Exchange Act and related regulations. The suit seeks, among other things, an order enjoining consummation of the Merger, rescission of the Merger if it has already been consummated or rescissory damages, an order directing the Company to file a solicitation statement that does not contain any untrue statement of fact and states all material facts required in order to make the statements contained therein not misleading, and an award of attorneys’ fees, experts’ fees, and expenses.

Summary of Significant Accoun18

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation As used in this report, the terms “we,” “the Company,” “us” or “our” refer to RetailMeNot, Inc. and its wholly-owned subsidiaries. The condensed consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, and Securities and Exchange Commission, or SEC, requirements for interim financial statements. All significant intercompany transactions and balances have been eliminated. The accompanying interim unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting of normal recurring adjustments and those items discussed in these notes, necessary for a fair presentation. Certain information and disclosures normally included in the notes to the annual consolidated financial statements prepared in accordance with GAAP have been omitted from these interim condensed consolidated financial statements pursuant to the rules and regulations of the SEC. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the accompanying notes for the fiscal year ended December 31, 2016 , which are included in our Annual Report on Form 10-K for the year ended December 31, 2016 . The results of operations for the three months ended March 31, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 or for any other period.
Significant Estimates and Judgments	Significant Estimates and Judgments The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of net revenues and expenses during the reporting periods. These estimates and assumptions could have a material effect on our future results of operations and financial position. Significant items subject to our estimates and assumptions include stock-based compensation, income taxes, valuation of acquired goodwill and intangible assets, allowance for doubtful accounts, revenue returns reserve, the best estimate of selling prices associated with our multiple element revenue arrangements, unrecognized tax benefits, acquisition-related contingent liabilities, the useful lives of property and equipment and intangible assets, deferred compensation arrangements and the fair value of derivative assets and liabilities. As a result, actual amounts could differ from those presented herein.
Business Segment	Business Segment To align with a change in how our chief operating decision maker, or CODM, who is our Chief Executive Officer, or CEO, evaluates business performance, we added Gift Card as a separate reportable segment during the second quarter of 2016. The change in segment evaluation and disclosure was made concurrent with the purchase of GiftcardZen Inc, a secondary marketplace for gift cards, on April 5, 2016. As a result, we now have two operating and reporting segments. Our Gift Card segment consists of our marketplace for gift cards, and our Core segment consists of all other products and services that are related to our marketplace for digital offers. Our CEO allocates resources and assesses performance of the business and other activities at the reportable segment level.
Cash and Cash Equivalents	Cash and Cash Equivalents All highly-liquid investments with an original maturity of three months or less at the date of purchase are considered to be cash equivalents.
Accounts Receivable, Net	Accounts Receivable, Net Accounts receivable, net primarily represent amounts due from paid merchants, generally through various performance marketing networks, for commissions earned on consumer purchases and amounts due for advertising. We record an allowance for doubtful accounts in an amount equal to the estimated probable losses net of recoveries, which are based on an analysis of historical bad debt, current receivables aging and expected future write-offs of uncollectible accounts, as well as an assessment of specific identifiable accounts considered at risk or uncollectible. Accounts receivable are written off against the allowance for doubtful accounts when it is determined that the receivable is uncollectible.
Inventory, Net	Inventory, Net Inventory, net consists of the costs to acquire gift cards from consumers and businesses for listing on our secondary marketplace, and is valued using the specific identification method, net of reserves for slow moving inventory and inventory shrinkage due to book-to-physical adjustments.
Property and Equipment, Net	Property and Equipment, Net Property and equipment, net includes assets such as furniture and fixtures, leasehold improvements, computer hardware, office and telephone equipment and certain capitalized internally developed software and website development costs. We record property and equipment at cost less accumulated depreciation and amortization, using the straight-line method. Ordinary maintenance and repairs are charged to expense, while expenditures that extend the physical or economic life of the assets are capitalized. Property and equipment are depreciated over their estimated economic lives, which range from three to ten years , using the straight-line method. Leasehold improvements are amortized over the shorter of the estimated useful lives of the improvements or the lease term. We perform reviews for the impairment of property and equipment when management believes events or circumstances indicate the carrying amount of an asset may not be recoverable.
Capitalized Internally Developed Software and Website Development Costs	Capitalized Internally Developed Software and Website Development Costs We incur costs related to software and website development, including purchased software and internally developed software. We expense costs in the planning and evaluation stage of internally developed software and website development, as incurred. We capitalize costs to develop software when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. We cease capitalizing and begin depreciating costs when the project is substantially complete and/or the software is ready for use.
Goodwill and Other Intangible Assets	Goodwill and Other Intangible Assets Goodwill arises from business combinations and is measured as the excess of the cost of the business acquired over the sum of the acquisition-date fair values of tangible and identifiable intangible assets acquired, less any liabilities assumed. We evaluate goodwill for impairment annually on October 1, during the fourth quarter of each year, or more frequently when an event occurs or circumstances change that indicates the carrying value may not be recoverable. Events or circumstances that could trigger an impairment test include, but are not limited to, a significant adverse change in the business climate or in legal factors, an adverse action or assessment by a regulator, a loss of key personnel, significant changes in our use of the acquired assets or the strategy for our overall business, significant negative industry or economic trends, significant underperformance relative to operating performance indicators, a significant decline in market capitalization and significant changes in competition. We evaluate the recoverability of goodwill using a two-step impairment process tested at the reporting unit level. In the first step, the fair value for the reporting unit is compared to our book value including goodwill. If the fair value is less than the book value, a second step is performed that compares the implied fair value of goodwill to the book value of the goodwill. The fair value for the implied goodwill is determined based on the difference between the fair value of the reporting segment and the net fair value of the identifiable assets and liabilities excluding goodwill. If the implied fair value of the goodwill is less than the book value, the difference is recognized as an impairment charge in the consolidated statements of operations. We did not record any goodwill impairment charges during the three months ended March 31, 2017 and the year ended December 31, 2016 . Identifiable intangible assets consist of acquired customer intangible assets, marketing-related intangible assets, contract-based intangible assets, and technology-based intangible assets. Intangible assets with definite lives are amortized over their estimated useful lives on a straight-line basis. See Note 4, “Goodwill and Other Intangible Assets”. The method of amortization applied represents our best estimate of the distribution of the economic value of the identifiable intangible assets. The factors we consider in determining the useful lives of identifiable intangible assets included the extent to which expected future cash flows would be affected by our intent and ability to retain use of these assets. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of intangible assets may not be recoverable. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or any other significant adverse change that would indicate that the carrying amount of an asset or group of assets may not be recoverable. When such events occur, we compare the carrying amounts of the assets to their undiscounted cash flows. If this comparison indicates that there is impairment, the amount of the impairment is calculated as the difference between the carrying value and the fair value.
Revenue Recognition	Revenue Recognition With respect to our Core segment, which consists of our marketplace for digital offers (excluding gift cards), we recognize revenue when persuasive evidence of an arrangement exists, services have been rendered, the fee to the paid merchant, defined as a merchant with which we have a contract, is fixed or determinable and collectability of the resulting receivable is reasonably assured. For commission revenues, which represent the substantial majority of our Core segment net revenues, revenue recognition generally occurs when a consumer, having visited one of our websites and clicked on a digital offer for a paid merchant makes a purchase with such paid merchant, and completion of the order is reported to us by such paid merchant, either directly or through a performance marketing network. The reporting by the paid merchant includes the amount of commissions the paid merchant has calculated as owing to us. Certain paid merchants do not provide reporting until a commission payment is made. In those cases, which have historically not been significant, we record commission revenues on a cash basis. For advertising revenues, revenue recognition occurs when we display a paid merchant’s advertisements on our websites or mobile applications. Rates for advertising are typically negotiated with individual paid merchants. Payments for advertising may be made directly by paid merchants or through performance marketing networks. We also generate revenues in our Gift Card segment, the substantial majority of which are derived from the sale of previously owned gift cards and the remainder of which are derived from the sale of gift cards obtained from merchants. We generally purchase gift cards at a discount to face value and resell them to consumers and businesses through our online marketplace at a markup to our cost, while still at a discount to face value. For gift card revenues, revenue recognition occurs when the cards are sent to the purchaser. Multiple Element Arrangements . When we enter into revenue arrangements with certain paid merchants that are comprised of multiple deliverables, inclusive of the promotion of digital offers and advertising, we allocate consideration to all deliverables based on the relative selling price method in accordance with the selling price hierarchy. The objective of the hierarchy is to determine the price at which we would transact a sale if the service were sold on a stand-alone basis and requires the use of: (1) vendor-specific objective evidence, or VSOE, if available; (2) third-party evidence, or TPE, if VSOE is not available; and (3) a best estimate of the selling price, or BESP, if neither VSOE nor TPE is available. VSOE . We determine VSOE based on our historical pricing and discounting practices for the specific service when sold separately. In determining VSOE, we require that a substantial majority of the stand-alone selling prices for these services fall within a reasonably narrow pricing range. We have not historically sold our services within a reasonably narrow pricing range. As a result, we have not been able to establish VSOE. TPE . When VSOE cannot be established for deliverables in multiple element arrangements, we apply judgment with respect to whether we can establish a selling price based on TPE. TPE is determined based on competitor prices for similar deliverables when sold separately. Generally, our go-to-market strategy differs from that of our peers and our offerings contain a significant level of differentiation such that the comparable pricing of services cannot be obtained. Furthermore, we are unable to reliably determine what similar competitor services’ selling prices are on a stand-alone basis. As a result, we have not been able to establish selling price based on TPE. BESP . When we are unable to establish selling price using VSOE or TPE, we use BESP in our allocation of arrangement consideration. The objective of BESP is to determine the price at which we would transact a sale if the service were sold on a stand-alone basis. BESP is generally used to allocate the selling price to deliverables in our multiple element arrangements. We determine BESP for deliverables by considering multiple factors including, but not limited to, prices we charge for similar offerings, market conditions, competitive landscape and pricing practices. We limit the amount of allocable arrangement consideration to amounts that are fixed or determinable and that are not contingent on future performance or future deliverables. If the facts and circumstances underlying the factors we considered change or should future facts and circumstances lead us to consider additional factors, both our determination of our relative selling price under the hierarchy and our BESPs could change in future periods. We estimate and record a reserve for commission revenues based upon actual, historical return rates as reported to us by paid merchants to provide for end-user cancellations or product returns, which may not be reported by the paid retailer or performance marketing network until a subsequent date. As such, we report commission revenues net of the estimated returns reserve. Net revenues are reported net of sales taxes, where applicable. Our payment arrangements with paid merchants are both direct and through performance marketing networks, which act as intermediaries between the paid merchants and us.
Cost of Net Revenues	Cost of Net Revenues Cost of net revenues is composed of direct and indirect costs incurred to generate revenue. For our Gift Card segment, these costs consist of the costs to acquire gift cards, including shipping costs. For our Core segment, these costs consist primarily of the personnel costs of our salaried operations and technology support employees and fees paid to third-party contractors engaged in the operation and maintenance of our existing websites and mobile applications. Such technology costs also include website hosting and Internet service costs. Other costs include allocated facility and general information technology costs.
Sales and Marketing Expense	Sales and Marketing Expense Our sales and marketing expense consists primarily of personnel costs for our sales, marketing, search engine optimization, search engine marketing and business analytics employees, as well as online, brand and other marketing expenses. Our online, brand and other marketing costs include search engine fees, advertising on social networks, television and radio advertising, promotions, display advertisements, creative development fees, public relations, email campaigns, trade shows and other general marketing costs. Other costs include allocated facility and general information technology costs.
Product Development	Product Development Our product development expense consists primarily of personnel costs of our product management and software engineering teams, as well as fees paid to third-party contractors and consultants engaged in the design, development, testing and improvement of the functionality, offer content and user experience of our websites and mobile applications.
General and Administrative Expense	General and Administrative Expense Our general and administrative expense represents personnel costs for employees involved in general corporate functions, including executive, finance, accounting, legal and human resources, among others. Additional costs included in general and administrative expense include professional fees for legal, audit and other consulting services, the provision for doubtful accounts receivable, travel and entertainment, charitable contributions, recruiting, allocated facility and general information technology costs and other general corporate overhead expenses.
Stock-Based Compensation Expense	Stock-Based Compensation Expense Stock-based compensation expense is measured at the grant date based on the estimated fair value of the award, net of estimated forfeitures. We recognize these compensation costs on a straight-line basis over the requisite service period of the award. Forfeiture rates are estimated at grant date based on historical experience and adjusted in subsequent periods for differences in actual forfeitures from those estimates. We include stock-based compensation expense in cost of net revenues and operating expenses in our consolidated statements of operations, consistent with the respective employees’ cash compensation. We determine the fair value of stock options on the grant date using the Black-Scholes-Merton valuation model or a Monte Carlo simulation model for certain performance stock options and performance restricted stock units granted to certain executives in 2017 and 2016.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The carrying amounts of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and notes payable, approximate fair value due to the instruments’ short-term maturities or, in the case of the long-term notes payable, based on the variable interest rate feature. We record derivative assets and liabilities at fair value.
Income Taxes	Income Taxes The provision for income taxes is determined using the asset and liability method. Deferred tax assets and liabilities are calculated based upon the temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using the enacted tax rates that are applicable in a given year. The deferred tax assets are recorded net of a valuation allowance when, based on the available supporting evidence, we believe it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. The Company may be subject to income tax audits by the respective tax authorities in any or all of the jurisdictions in which the Company operates or has operated within a relevant period, including the United States, the United Kingdom, France, Germany, and the Netherlands. Significant judgment is required in determining uncertain tax positions. We utilize a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes. We adjust these reserves in light of changing facts and circumstances, such as the closing of an audit or the refinement of an estimate. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. We include interest and penalties related to uncertain tax positions in the provision for income taxes in our consolidated statements of operations.
Foreign Currency	Foreign Currency Our operations outside of the U.S. generally use the local currency as their functional currency. Assets and liabilities for these operations are translated at exchange rates in effect at the balance sheet date. Income and expense accounts are translated at average exchange rates for the period. Foreign currency translation adjustments are recorded in accumulated other comprehensive income (loss) in our consolidated statements of comprehensive income. Gains and losses from foreign currency denominated transactions are recorded in other income (expense), net in our consolidated statements of operations.
Non-Marketable Investments and Other-Than-Temporary Impairment	Non-Marketable Investments and Other-Than-Temporary Impairment During 2015, we invested $4.0 million in a non-controlling minority ownership stake in a privately-held marketing technology company in the United States. The minority interest is included at cost in other assets, net, in our consolidated balance sheets. We own less than 5% of the voting equity of the investee. We regularly evaluate the carrying value of our cost-method investment for impairment and whether any events or circumstances are identified that would significantly harm the fair value of the investment. The primary indicators we utilize to identify these events and circumstances are the investee’s ability to remain in business, such as the investee’s liquidity and rate of cash use, and the investee’s ability to secure additional funding and the value of that additional funding. In the event a decline in fair value is judged to be other-than-temporary, we will record an other-than-temporary impairment charge in other operating expenses, net in our consolidated statements of operations. As the inputs utilized for our periodic impairment assessment are not based on observable market data, potential impairment charges related to our cost-method investment would be classified within Level 3 of the fair value hierarchy. To determine the fair value of this investment, we use all available financial information related to the entity, including information based on recent or pending third-party equity investments in the entity. In certain instances, a cost-method investment’s fair value is not estimated as there are no identified events or changes in the circumstances that may have a significant adverse effect on the fair value of the investment and to do so would be impractical.
Derivative Financial Instruments	Derivative Financial Instruments Our operations outside of the U.S. expose us to various market risks that may affect our consolidated results of operations, cash flows and financial position. These market risks include, but are not limited to, fluctuations in currency exchange rates. Our primary foreign currency exposures are in Euros and British Pound Sterling. As a result, we face exposure to adverse movements in currency exchange rates as the financial results of our operations are translated from local currency into U.S. dollars upon consolidation. We have entered into derivative instruments to hedge certain exposures to foreign currency risk on non-functional currency denominated intercompany loans and the re-measurement of certain assets and liabilities denominated in non-functional currencies in our foreign subsidiaries. We may enter into further such instruments in the future. We have not elected to apply hedge accounting or hedge accounting does not apply. Gains and losses resulting from a change in fair value for these derivatives are reflected in the period in which the change occurs and are recorded in other income (expense), net in our consolidated statement of operations. We did not have any foreign exchange derivative instruments outstanding as of, or for the three months ended, March 31, 2017 . During the three months ended March 31, 2016 , we recorded a loss of $0.3 million related to our foreign exchange derivative instruments. We do not use financial instruments for trading or speculative purposes. Derivative instruments are recorded on the balance sheet at fair value and are short-term in duration. We are exposed to the risk that counterparties to derivative contracts may fail to meet their contractual obligations.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Recent Accounting Pronouncements - Recently Adopted In March 2016, the Financial Accounting Standards Board, or FASB, issued new guidance that amends several aspects of the existing accounting standards for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification of related amounts within the statement of cash flows. We adopted this guidance effective January 1, 2017. Under this guidance, entities are permitted to make an accounting policy election to either estimate forfeitures on share-based payment awards, as previously required, or to recognize forfeitures as they occur. We have elected to continue to estimate forfeitures. Additionally, this guidance requires that all income tax effects related to settlements of share-based payment awards be reported in earnings as an increase or decrease to income tax expense (benefit), net. Previously, income tax benefits at settlement of an award were reported as an increase (or decrease) to additional paid-in capital to the extent that those benefits were greater than (or less than) the income tax benefits reported in earnings during the award's vesting period. We have adopted this guidance prospectively. The impact of the adoption resulted in us recording income tax expense of $1.5 million as a component of income taxes, rather than additional paid-in capital, for the three months ended March 31, 2017 related to the excess tax deficiency on share-based payment awards that settled during the quarter. This guidance also requires that all income tax-related cash flows resulting from share-based payments be reported as operating activities in the statement of cash flows. Previously, income tax benefits at settlement of an award were reported as a reduction to operating cash flows and an increase to financing cash flows to the extent that those benefits exceeded the income tax benefits reported in earnings during the award's vesting period. We are electing to adopt this retrospectively effective January 1, 2017. The adoption of this guidance resulted in our operating cash flows for the three months ended March 31, 2016 increasing by $18 thousand . The remaining provisions of this guidance did not have a material impact on our consolidated financial statements. In October 2016, the FASB issued new guidance that requires immediate recognition of the income tax consequences of intercompany asset transfers other than inventory. The guidance is effective for fiscal years beginning after December 15, 2017, using a modified retrospective application method through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. We elected to early adopt this guidance effective January 1, 2017. The adoption of this guidance resulted in a $1.8 million cumulative-effect adjustment that decreased retained earnings as of January 1, 2017. In July 2015, the FASB issued new guidance that simplifies the measurement of inventory. The guidance requires companies to recognize inventory within scope of the standard at the lower of cost or net realizable value, thereby simplifying the current guidance under which companies must measure inventory at the lower of cost or market. We adopted this new accounting standard prospectively effective January 1, 2017. This new accounting standard did not have a significant impact on our consolidated financial statements. Recent Accounting Pronouncements - To Be Adopted In May 2014, the FASB issued new guidance that superseded previously existing revenue recognition requirements. The guidance provides a five-step process to recognize revenue that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration expected in exchange for those goods and services. The guidance requires disclosures enabling users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. On July 9, 2015, the FASB deferred the effective date by one year to December 15, 2017 for the first interim period within annual reporting periods beginning after that date, using either a full or modified retrospective application method. Early adoption of the standard is permitted, but not before the first interim period within annual reporting periods beginning after the original effective date of December 15, 2016. We have made progress toward completing our evaluation of the impact that potential changes from adopting the new standard will have on our net revenues and our consolidated financial statements. We expect to have our preliminary evaluation, including the selection of an adoption method, completed by the end of the first half of 2017. In February 2016, the FASB issued new guidance that amends the existing accounting standards for lease accounting. The guidance requires lessees to recognize assets and liabilities on their balance sheets for all leases with terms of more than twelve months. Additionally, the guidance requires new qualitative and quantitative disclosures about leasing activities. The guidance requires a modified retrospective application approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The guidance is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. We are currently evaluating the effect that the adoption of this guidance will have on our consolidated financial statements. In June 2016, the FASB issued new guidance that modifies the method of accounting for expected credit losses on certain financial instruments, including trade and other receivables, which generally will result in the earlier recognition of allowances for losses. The guidance is effective for fiscal years beginning after December 15, 2019, using a modified retrospective application method through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Early adoption is permitted for fiscal years beginning after December 15, 2018. We are currently evaluating the effect that the adoption of this guidance will have on our consolidated financial statements. In August 2016, the FASB issued new guidance that clarifies how certain cash receipts and payments are to be presented in the statement of cash flows. The guidance is effective for fiscal years beginning after December 15, 2017, using a retrospective application method. Early adoption is permitted. We are currently evaluating the effect that the adoption of this guidance will have on our consolidated financial statements. In January 2017, the FASB issued new guidance that clarifies the definition of a business for determining whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance is effective for fiscal years beginning after December 15, 2017, using the prospective method. We are currently evaluating the effect that the adoption of this guidance will have on our consolidated financial statements. In January 2017, the FASB issued new guidance simplifying subsequent goodwill measurement by eliminating Step 2 from the goodwill impairment test. The guidance requires that entities record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The guidance is effective for fiscal years beginning after December 15, 2019, using the prospective method. Early adoption is permitted. We are currently evaluating the effect that the adoption of this guidance will have on our consolidated financial statements.

Acquisitions (Tables)

Acquisitions (Tables)	3 Months Ended
	Mar. 31, 2017
Business Combinations [Abstract]
Schedule of Acquisition	The following table summarizes the allocation of the purchase price of GiftcardZen Inc, with amounts shown below at fair value at the acquisition date (in thousands): Cash acquired $ 500 Inventory acquired 675 Other tangible assets acquired 48 Identifiable intangible assets: Customer relationships 48 Marketing-related 1,064 Contract-based 1,978 Technology-based 1,077 Goodwill 16,838 Total assets acquired 22,228 Total liabilities assumed (999 ) Total $ 21,229

Goodwill and Other Intangible20

Goodwill and Other Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Summary of Changes in Goodwill Balance	Changes in our goodwill balance for the year ended December 31, 2016 and the three months ended March 31, 2017 are summarized in the table below (in thousands): Core Gift Card Total Balance at December 31, 2015 $ 174,725 $ — $ 174,725 Acquired in business combinations — 16,838 16,838 Foreign currency translation adjustment (681 ) — (681 ) Balance at December 31, 2016 174,044 16,838 190,882 Acquired in business combinations (unaudited) — — — Foreign currency translation adjustment (unaudited) 285 — 285 Balance at March 31, 2017 (unaudited) $ 174,329 $ 16,838 $ 191,167
Schedule of Intangible Assets	Intangible assets consisted of the following as of March 31, 2017 and December 31, 2016 (dollars in thousands): Weighted- Average Amortization Period (Months) Estimated Useful Life (Months) March 31, 2017 (unaudited) Gross Accumulated Amortization Impairment Expense Net Customer relationships 180 72-180 $ 15,673 $ (6,760 ) $ — $ 8,913 Marketing-related 152 24-180 78,692 (36,930 ) — 41,762 Contract-based 57 12-60 21,694 (19,750 ) — 1,944 Technology-based 12 12 8,684 (8,684 ) — — Total intangible assets $ 124,743 $ (72,124 ) $ — $ 52,619 Weighted- Average Amortization Period (Months) Estimated Useful Life (Months) December 31, 2016 Gross Accumulated Amortization Impairment Expense Net Customer relationships 180 72-180 $ 15,821 $ (6,496 ) $ (153 ) $ 9,172 Marketing-related 152 24-180 79,336 (35,270 ) (633 ) 43,433 Contract-based 57 12-60 21,688 (19,513 ) — 2,175 Technology-based 12 12 8,666 (8,400 ) — 266 Total intangible assets $ 125,511 $ (69,679 ) $ (786 ) $ 55,046

Earnings (Loss) Per Share (Tabl

Earnings (Loss) Per Share (Tables)	3 Months Ended
	Mar. 31, 2017
Earnings Per Share [Abstract]
Schedule of Computation of Basic and Diluted Net Loss Per Share of Common Stock	The following table sets forth the computation of basic and diluted net loss per share of common stock (in thousands, except per share amounts): Three Months Ended 2017 2016 (unaudited) Numerator Net loss $ (3,782 ) $ (36 ) Denominator Weighted average common shares outstanding - basic 48,059 49,188 Dilutive effect of stock options, restricted stock units, and Employee Stock Purchase Plan shares — — Weighted average common shares outstanding - diluted 48,059 49,188 Net loss per share: Basic $ (0.08 ) $ 0.00 Diluted $ (0.08 ) $ 0.00
Schedule of Common Equivalent Shares Excluded from Diluted Net Loss Per Share Calculation	The following common equivalent shares were excluded from the diluted net loss per share calculation, as their inclusion would have been anti-dilutive (in thousands): Three Months Ended 2017 2016 (unaudited) Stock options 722 742 Restricted stock units 2,146 1,479 Employee Stock Purchase Plan shares 478 — Total 3,346 2,221

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2017
Fair Value Disclosures [Abstract]
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis	Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands): Fair Value Measurements at March 31, 2017 (unaudited) Level 1 Level 2 Level 3 Total Assets: Money market deposit accounts $ 150,276 $ — $ — $ 150,276 Fair Value Measurements at December 31, 2016 Level 1 Level 2 Level 3 Total Assets: Money market deposit accounts $ 150,147 $ — $ — $ 150,147

Segment Reporting (Tables)

Segment Reporting (Tables)	3 Months Ended
	Mar. 31, 2017
Segment Reporting [Abstract]
Reconciliation of Income (Loss) from Operations from Segments to Consolidated Statements of Operations	The following tables present information by reportable operating segment, and a reconciliation of these amounts to our consolidated statements of operations, for the three month periods ended March 31, 2017 and 2016 (in thousands): Three Months Ended March 31, 2017 (unaudited) Core Gift Card Unallocated Total Net revenues $ 51,750 $ 17,864 $ — $ 69,614 Cost of net revenues 4,551 17,346 423 22,320 Gross profit 47,199 518 (423 ) 47,294 Operating expenses: Product development 9,762 356 3,839 13,957 Sales and marketing 18,415 695 1,280 20,390 General and administrative 6,421 984 4,000 11,405 Amortization of purchased intangible assets — — 2,472 2,472 Other operating expenses — — 2,090 2,090 Total operating expenses 34,598 2,035 13,681 50,314 Income (loss) from operations $ 12,601 $ (1,517 ) $ (14,104 ) $ (3,020 ) Three Months Ended March 31, 2016 (unaudited) Core Gift Card Unallocated Total Net revenues $ 54,649 $ — $ — $ 54,649 Cost of net revenues 4,568 — 632 5,200 Gross profit 50,081 — (632 ) 49,449 Operating expenses: Product development 9,301 — 3,310 12,611 Sales and marketing 21,507 — 1,818 23,325 General and administrative 6,984 — 3,242 10,226 Amortization of purchased intangible assets — — 1,954 1,954 Other operating expenses — — 832 832 Total operating expenses 37,792 — 11,156 48,948 Income (loss) from operations $ 12,289 $ — $ (11,788 ) $ 501
Schedule of Types of Expenses Included in Unallocated	The following table presents information about the type of expenses included in the Unallocated column in the reconciliations above (in thousands): Three Months Ended 2017 2016 Depreciation expense $ 2,528 $ 1,996 Stock-based compensation expense 6,243 6,582 Third party acquisition-related costs 771 424 Amortization of purchased intangible assets 2,472 1,954 Other operating expenses 2,090 832 Total Unallocated expenses $ 14,104 $ 11,788

Summary of Significant Accoun24

Summary of Significant Accounting Policies (Details)	3 Months Ended		12 Months Ended
	Mar. 31, 2017USD ($)retailersegment	Mar. 31, 2016USD ($)retailer	Dec. 31, 2016USD ($)	Dec. 31, 2015USD ($)
Accounting Policies [Abstract]
Number of operating segments | segment	2
Number of reporting segments | segment	2
Property, Plant and Equipment
Impairment of assets	$ 900,000	$ 834,000
Goodwill impairment charges recorded	$ 0		$ 0
Number of paid merchants representing greater than 10% of net revenues during the period or accounts receivable as of the end of the period | retailer	0	0
Non-controlling interest investment				$ 4,000,000
Ownership percentage in investee (less than)	5.00%
New Accounting Pronouncements and Changes in Accounting Principles
Discrete tax expense to record tax effects of settlement of share-based payment awards	$ 1,500,000
Increase in operating cash flows	$ 16,870,000	$ 26,370,000
Accounting Standards Update 2016-09
New Accounting Pronouncements and Changes in Accounting Principles
Increase in operating cash flows		18,000
New Accounting Pronouncement, Early Adoption, Effect | Accounting Standards Update 2016-16 | Retained Earnings
New Accounting Pronouncements and Changes in Accounting Principles
Cumulative-effect adjustment, decrease in retained earnings			$ 1,800,000
Minimum
Property, Plant and Equipment
Estimated useful life - property and equipment (in years)	3 years
Estimated useful life - capitalized internally developed software and website development costs (in years)	2 years
Maximum
Property, Plant and Equipment
Estimated useful life - property and equipment (in years)	10 years
Estimated useful life - capitalized internally developed software and website development costs (in years)	3 years
Foreign Exchange Contract
Derivatives, Fair Value
Loss on foreign exchange derivative instruments		$ 300,000

Acquisitions (Details)

Acquisitions (Details) - USD ($) $ in Millions	Apr. 05, 2016	Mar. 31, 2017	Dec. 31, 2016
Customer relationships
Business Acquisition [Line Items]
Estimated useful life of acquired intangible assets		180 months	180 months
Marketing-related
Business Acquisition [Line Items]
Estimated useful life of acquired intangible assets		152 months	152 months
Contract-based
Business Acquisition [Line Items]
Estimated useful life of acquired intangible assets		57 months	57 months
Technology-based
Business Acquisition [Line Items]
Estimated useful life of acquired intangible assets		12 months	12 months
GiftcardZen Inc
Business Acquisition [Line Items]
Initial cash consideration	$ 21.2
Estimated useful life of acquired intangible assets	2 years 7 months 1 day
Direct acquisition costs	$ 0.7
GiftcardZen Inc | Deferred Compensation Arrangement
Business Acquisition [Line Items]
Total value of deferred compensation arrangements	$ 12
Deferred compensation arrangement, payments to employees related to the arrangements		$ 4
Expected remaining value of arrangements		5
Deferred compensation arrangement, expense recognized		1.2
Short-term deferred compensation liability recognized		1.3
Long-term deferred compensation liability recognized		$ 1.9
GiftcardZen Inc | Minimum
Business Acquisition [Line Items]
Deferred compensation arrangement, payment distribution period	10 months
GiftcardZen Inc | Maximum
Business Acquisition [Line Items]
Deferred compensation arrangement, payment distribution period	24 months
GiftcardZen Inc | Customer relationships
Business Acquisition [Line Items]
Estimated useful life of acquired intangible assets	6 years
GiftcardZen Inc | Marketing-related
Business Acquisition [Line Items]
Estimated useful life of acquired intangible assets	2 years
GiftcardZen Inc | Contract-based | Minimum
Business Acquisition [Line Items]
Estimated useful life of acquired intangible assets	3 years
GiftcardZen Inc | Contract-based | Maximum
Business Acquisition [Line Items]
Estimated useful life of acquired intangible assets	5 years
GiftcardZen Inc | Technology-based
Business Acquisition [Line Items]
Estimated useful life of acquired intangible assets	1 year

Acquisitions - Schedule of Acqu

Acquisitions - Schedule of Acquisition (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016	Apr. 05, 2016	Dec. 31, 2015
Business Acquisition [Line Items]
Goodwill	$ 191,167	$ 190,882		$ 174,725
GiftcardZen Inc
Business Acquisition [Line Items]
Cash acquired			$ 500
Inventory acquired			675
Other tangible assets acquired			48
Goodwill			16,838
Total assets acquired			22,228
Total liabilities assumed			(999)
Total			21,229
GiftcardZen Inc | Customer relationships
Business Acquisition [Line Items]
Identifiable intangible assets			48
GiftcardZen Inc | Marketing-related
Business Acquisition [Line Items]
Identifiable intangible assets			1,064
GiftcardZen Inc | Contract-based
Business Acquisition [Line Items]
Identifiable intangible assets			1,978
GiftcardZen Inc | Technology-based
Business Acquisition [Line Items]
Identifiable intangible assets			$ 1,077

Goodwill and Other Intangible27

Goodwill and Other Intangible Assets - Summary of Changes in Goodwill Balance (Detail) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Goodwill
Beginning balance	$ 190,882	$ 174,725
Acquired in business combinations	0	16,838
Foreign currency translation adjustment	285	(681)
Ending balance	191,167	190,882
Core
Goodwill
Beginning balance	174,044	174,725
Acquired in business combinations	0	0
Foreign currency translation adjustment	285	(681)
Ending balance	174,329	174,044
Gift Card
Goodwill
Beginning balance	16,838	0
Acquired in business combinations	0	16,838
Foreign currency translation adjustment	0	0
Ending balance	$ 16,838	$ 16,838

Goodwill and Other Intangible28

Goodwill and Other Intangible Assets - Schedule of Intangible Assets (Detail) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Finite-Lived Intangible Assets
Gross	$ 124,743,000	$ 125,511,000
Accumulated Amortization	(72,124,000)	(69,679,000)
Impairment Expense	0	(786,000)
Net	$ 52,619,000	$ 55,046,000
Minimum
Finite-Lived Intangible Assets
Estimated Useful Life (Months)	2 years
Maximum
Finite-Lived Intangible Assets
Estimated Useful Life (Months)	3 years
Customer relationships
Finite-Lived Intangible Assets
Weighted-Average Amortization Period (Months)	180 months	180 months
Gross	$ 15,673,000	$ 15,821,000
Accumulated Amortization	(6,760,000)	(6,496,000)
Impairment Expense	0	(153,000)
Net	$ 8,913,000	$ 9,172,000
Customer relationships | Minimum
Finite-Lived Intangible Assets
Estimated Useful Life (Months)	72 months	72 months
Customer relationships | Maximum
Finite-Lived Intangible Assets
Estimated Useful Life (Months)	180 months	180 months
Marketing-related
Finite-Lived Intangible Assets
Weighted-Average Amortization Period (Months)	152 months	152 months
Gross	$ 78,692,000	$ 79,336,000
Accumulated Amortization	(36,930,000)	(35,270,000)
Impairment Expense	0	(633,000)
Net	$ 41,762,000	$ 43,433,000
Marketing-related | Minimum
Finite-Lived Intangible Assets
Estimated Useful Life (Months)	24 months	24 months
Marketing-related | Maximum
Finite-Lived Intangible Assets
Estimated Useful Life (Months)	180 months	180 months
Contract-based
Finite-Lived Intangible Assets
Weighted-Average Amortization Period (Months)	57 months	57 months
Gross	$ 21,694,000	$ 21,688,000
Accumulated Amortization	(19,750,000)	(19,513,000)
Impairment Expense	0	0
Net	$ 1,944,000	$ 2,175,000
Contract-based | Minimum
Finite-Lived Intangible Assets
Estimated Useful Life (Months)	12 months	12 months
Contract-based | Maximum
Finite-Lived Intangible Assets
Estimated Useful Life (Months)	60 months	60 months
Technology-based
Finite-Lived Intangible Assets
Weighted-Average Amortization Period (Months)	12 months	12 months
Estimated Useful Life (Months)	12 months	12 months
Gross	$ 8,684,000	$ 8,666,000
Accumulated Amortization	(8,684,000)	(8,400,000)
Impairment Expense	0	0
Net	$ 0	$ 266,000

Goodwill and Other Intangible29

Goodwill and Other Intangible Assets Goodwill and Other Intangible Assets - Narrative (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible asset impairment charges	$ 0	$ 786,000

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Rent expense under operating leases	$ 2	$ 1.7

Stockholders' Equity and Stoc31

Stockholders' Equity and Stock-Based Compensation (Details) - USD ($)	1 Months Ended		3 Months Ended		12 Months Ended
	Feb. 28, 2017	Feb. 29, 2016	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Feb. 28, 2015
Share-based Compensation Arrangement by Share-based Payment Award
Preferred stock, shares authorized (in shares)			10,000,000		10,000,000
Preferred stock, par value (in usd per share)			$ 0.001		$ 0.001
Preferred stock, shares outstanding (in shares)			0		0
Stock-based compensation expense			$ 6,200,000	$ 6,600,000
Exercise of stock options (in shares)			6,773		49,097
Series 1 Common Stock
Share-based Compensation Arrangement by Share-based Payment Award
Common stock, shares authorized (in shares)			150,000,000		150,000,000
Common stock, par value (in usd per share)			$ 0.001		$ 0.001
Common stock, shares outstanding (in shares)			48,299,247		47,855,964
Authorized amount for stock repurchase program		$ 150,000,000				$ 100,000,000
Additional authorized amount under stock repurchase program		$ 50,000,000
Authorized extension period	1 year
Common stock repurchased (in shares)			32,465		4,128,011
Common stock repurchased			$ 300,000		$ 36,800,000
Series 1 Common Stock | Restricted stock units | 2013 Equity Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award
Shares issued in period due to vesting of restricted stock units (in shares)			468,975		582,535
Series 2 Common Stock
Share-based Compensation Arrangement by Share-based Payment Award
Common stock, shares authorized (in shares)			6,107,494		6,107,494
Common stock, par value (in usd per share)			$ 0.001		$ 0.001
Common stock, shares outstanding (in shares)			0	0	0

Earnings (Loss) Per Share (Deta

Earnings (Loss) Per Share (Details)	3 Months Ended
	Mar. 31, 2017voteshares	Dec. 31, 2016shares	Mar. 31, 2016shares
Earnings Per Share, Basic, by Common Class, Including Two Class Method
Voting right per share of common stock | vote	1
Series 2 Common Stock
Earnings Per Share, Basic, by Common Class, Including Two Class Method
Common stock, shares outstanding (in shares) | shares	0	0	0

Earnings (Loss) Per Share - Sch

Earnings (Loss) Per Share - Schedule of Computation of Basic and Diluted Net Loss Per Share of Common Stock (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Numerator
Net loss	$ (3,782)	$ (36)
Denominator
Weighted average common shares outstanding - basic (in shares)	48,059	49,188
Dilutive effect of stock options, restricted stock units, and Employee Stock Purchase Plan shares (in shares)	0	0
Weighted average common shares outstanding - diluted (in shares)	48,059	49,188
Net loss per share:
Basic (in usd per share)	$ (0.08)	$ 0
Diluted (in usd per share)	$ (0.08)	$ 0

Earnings (Loss) Per Share - S34

Earnings (Loss) Per Share - Schedule of Common Equivalent Shares Excluded from Diluted Net Loss Per Share Calculation (Detail) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Antidilutive Securities Excluded from Computation of Earnings Per Share
Total common equivalent shares (in shares)	3,346	2,221
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share
Total common equivalent shares (in shares)	722	742
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share
Total common equivalent shares (in shares)	2,146	1,479
Employee Stock Purchase Plan shares
Antidilutive Securities Excluded from Computation of Earnings Per Share
Total common equivalent shares (in shares)	478	0

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Impairment of assets	$ 900,000	$ 834,000
Intangible asset impairment charges	0		$ 786,000
Fair Value, Measurements, Recurring | Money market deposit accounts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Money market deposit accounts	150,276,000		150,147,000
Fair Value, Measurements, Recurring | Level 1 | Money market deposit accounts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Money market deposit accounts	150,276,000		150,147,000
Fair Value, Measurements, Recurring | Level 2 | Money market deposit accounts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Money market deposit accounts	0		0
Fair Value, Measurements, Recurring | Level 3 | Money market deposit accounts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis
Money market deposit accounts	$ 0		$ 0

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Tax Disclosure [Abstract]
Income tax expense	$ 270	$ 59
Discrete tax expense to record tax effects of settlement of share-based payment awards	$ 1,500
Effective tax rate	(7.70%)	255.00%

Segment Reporting (Details)

Segment Reporting (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)segment	Mar. 31, 2016USD ($)
Segment Reporting [Abstract]
Number of reportable segments | segment	2
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Net revenues	$ 69,614	$ 54,649
Cost of net revenues	22,320	5,200
Gross profit	47,294	49,449
Operating expenses:
Product development	13,957	12,611
Sales and marketing	20,390	23,325
General and administrative	11,405	10,226
Amortization of purchased intangible assets	2,472	1,954
Other operating expenses	2,090	832
Total operating expenses	50,314	48,948
Income (loss) from operations	(3,020)	501
Operating Segments | Core
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Net revenues	51,750	54,649
Cost of net revenues	4,551	4,568
Gross profit	47,199	50,081
Operating expenses:
Product development	9,762	9,301
Sales and marketing	18,415	21,507
General and administrative	6,421	6,984
Amortization of purchased intangible assets	0	0
Other operating expenses	0	0
Total operating expenses	34,598	37,792
Income (loss) from operations	12,601	12,289
Operating Segments | Gift Card
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Net revenues	17,864	0
Cost of net revenues	17,346	0
Gross profit	518	0
Operating expenses:
Product development	356	0
Sales and marketing	695	0
General and administrative	984	0
Amortization of purchased intangible assets	0	0
Other operating expenses	0	0
Total operating expenses	2,035	0
Income (loss) from operations	(1,517)	0
Unallocated
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Net revenues	0	0
Cost of net revenues	423	632
Gross profit	(423)	(632)
Operating expenses:
Product development	3,839	3,310
Sales and marketing	1,280	1,818
General and administrative	4,000	3,242
Amortization of purchased intangible assets	2,472	1,954
Other operating expenses	2,090	832
Total operating expenses	13,681	11,156
Income (loss) from operations	$ (14,104)	$ (11,788)

Segment Reporting - Schedule of

Segment Reporting - Schedule of Types of Expenses Included in Unallocated (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Segment Reporting Information [Line Items]
Stock-based compensation expense	$ 6,200	$ 6,600
Amortization of purchased intangible assets	2,472	1,954
Other operating expenses	2,090	832
Total Unallocated expenses	3,020	(501)
Unallocated
Segment Reporting Information [Line Items]
Depreciation expense	2,528	1,996
Stock-based compensation expense	6,243	6,582
Third party acquisition-related costs	771	424
Amortization of purchased intangible assets	2,472	1,954
Other operating expenses	2,090	832
Total Unallocated expenses	$ 14,104	$ 11,788

Subsequent Events (Details)

Subsequent Events (Details) - Merger Agreement, RetailMeNot, Inc. - USD ($)	Apr. 10, 2017	Mar. 31, 2017
Subsequent Event [Line Items]
Transaction expenses associated with the proposed Merger		$ 800,000
Subsequent Event | Harlande Clarke Holdings Corp.
Subsequent Event [Line Items]
Potential termination fee	$ 18,000,000
Subsequent Event | Harlande Clarke Holdings Corp. | Minimum
Subsequent Event [Line Items]
Potential termination fee	25,000,000
Subsequent Event | Harlande Clarke Holdings Corp. | Maximum
Subsequent Event [Line Items]
Potential termination fee	$ 35,000,000
Subsequent Event | Series 1 Common Stock | Harlande Clarke Holdings Corp.
Subsequent Event [Line Items]
Purchase price (in usd per share)	$ 11.60