Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 04, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-36331 | |
Entity Registrant Name | Quotient Technology Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 77-0485123 | |
Entity Address, Address Line One | 1260 East Stringham Avenue, | |
Entity Address, Address Line Two | 6th Floor | |
Entity Address, City or Town | Salt Lake City | |
Entity Address, State or Province | UT | |
Entity Address, Postal Zip Code | 84106 | |
City Area Code | (650) | |
Local Phone Number | 605-4600 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 96,388,540 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001115128 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, $0.00001 par value | |
Trading Symbol | QUOT | |
Security Exchange Name | NYSE | |
Preferred Stock Purchase Rights | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock Purchase Rights | |
Security Exchange Name | NYSE | |
No Trading Symbol Flag | true |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 214,942 | $ 237,417 |
Accounts receivable, net of allowance for credit losses of $3,715 and $2,500 at June 30, 2022 and December 31, 2021, respectively | 97,078 | 177,216 |
Prepaid expenses and other current assets | 21,227 | 19,312 |
Total current assets | 333,247 | 433,945 |
Property and equipment, net | 23,096 | 22,660 |
Operating lease right-of-use assets | 16,230 | 23,874 |
Intangible assets, net | 7,781 | 13,003 |
Goodwill | 128,427 | 128,427 |
Other assets | 11,904 | 13,571 |
Total assets | 520,685 | 635,480 |
Current liabilities: | ||
Accounts payable | 28,062 | 18,021 |
Accrued compensation and benefits | 14,007 | 20,223 |
Other current liabilities | 58,450 | 95,279 |
Deferred revenues | 19,036 | 26,778 |
Contingent consideration related to acquisitions | 0 | 22,275 |
Convertible senior notes, net | 199,611 | 188,786 |
Total current liabilities | 319,166 | 371,362 |
Operating lease liabilities | 24,075 | 26,903 |
Other non-current liabilities | 475 | 522 |
Deferred tax liabilities | 1,991 | 1,991 |
Total liabilities | 345,707 | 400,778 |
Commitments and contingencies (Note 13) | ||
Stockholders’ equity: | ||
Preferred stock, $0.00001 par value—10,000,000 shares authorized; 250,000 shares designated as Series A Junior Participating Preferred Stock; and no shares issued or outstanding at June 30, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $0.00001 par value—250,000,000 shares authorized; 96,264,693 and 94,779,442 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | 1 | 1 |
Additional paid-in capital | 703,228 | 731,672 |
Accumulated other comprehensive loss | (1,448) | (1,099) |
Accumulated deficit | (526,803) | (495,872) |
Total stockholders’ equity | 174,978 | 234,702 |
Total liabilities and stockholders’ equity | $ 520,685 | $ 635,480 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Allowance for credit losses accounts | $ 3,715 | $ 2,500 |
Preferred stock, par value (in USD per share) | $ 0.00001 | $ 0.00001 |
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 |
Common stock, par value (in USD per shares) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 96,264,693 | 94,779,442 |
Common stock, shares outstanding (in shares) | 96,264,693 | 94,779,442 |
Series A Junior Participating Preferred Stock | ||
Preferred stock, shares designated as Series A Junior Participating Preferred Stock (in shares) | 250,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 69,251 | $ 123,880 | $ 147,707 | $ 239,196 |
Cost of revenues | 37,267 | 82,161 | 86,345 | 154,145 |
Gross profit | 31,984 | 41,719 | 61,362 | 85,051 |
Operating expenses: | ||||
Sales and marketing | 21,459 | 28,467 | 43,395 | 55,832 |
Research and development | 7,072 | 11,411 | 16,828 | 23,467 |
General and administrative | 42,869 | 15,009 | 65,577 | 27,842 |
Change in fair value of contingent consideration | 0 | 242 | 0 | 527 |
Total operating expenses | 71,400 | 55,129 | 125,800 | 107,668 |
Loss from operations | (39,416) | (13,410) | (64,438) | (22,617) |
Interest expense | (1,179) | (3,767) | (2,333) | (7,497) |
Other income (expense), net | (417) | 194 | (381) | (34) |
Loss before income taxes | (41,012) | (16,983) | (67,152) | (30,148) |
Provision for income taxes | 2,346 | 218 | 2,512 | 467 |
Net loss | $ (43,358) | $ (17,201) | $ (69,664) | $ (30,615) |
Net loss per share, basic (in USD per share) | $ (0.45) | $ (0.18) | $ (0.73) | $ (0.33) |
Net loss per share, diluted (in USD per share) | $ (0.45) | $ (0.18) | $ (0.73) | $ (0.33) |
Weighted-average number of common shares used in computing net loss per share, basic (in shares) | 95,369 | 93,645 | 95,148 | 93,038 |
Weighted-average number of common shares used in computing net loss per share, diluted (in shares) | 95,369 | 93,645 | 95,148 | 93,038 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (43,358) | $ (17,201) | $ (69,664) | $ (30,615) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | (235) | (90) | (349) | (104) |
Comprehensive loss | $ (43,593) | $ (17,291) | $ (70,013) | $ (30,719) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common stock and additional paid-in capital: | Common stock and additional paid-in capital: Cumulative Effect, Period of Adoption, Adjustment | Accumulated other comprehensive loss: | Accumulated deficit: | Accumulated deficit: Cumulative Effect, Period of Adoption, Adjustment |
Beginning balances at Dec. 31, 2020 | $ 247,029 | $ 698,333 | $ (1,001) | $ (450,304) | ||
Stock-based compensation | 12,556 | |||||
Exercise of employee stock options | 13,198 | |||||
Issuance of common stock for services provided | 223 | |||||
Issuance of common stock, purchase plan | 1,596 | |||||
Payments for taxes related to net share settlement of equity awards | (4,110) | |||||
Other comprehensive loss | (104) | (104) | ||||
Net loss | (30,615) | (30,615) | ||||
Ending balance at Jun. 30, 2021 | 239,772 | 721,796 | (1,105) | (480,919) | ||
Beginning balances at Dec. 31, 2020 | 247,029 | 698,333 | (1,001) | (450,304) | ||
Ending balance at Dec. 31, 2021 | $ 234,702 | 731,673 | $ (49,090) | (1,099) | (495,872) | $ 38,733 |
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2020-06 | |||||
Beginning balances at Mar. 31, 2021 | $ 250,569 | 715,301 | (1,015) | (463,718) | ||
Stock-based compensation | 6,635 | |||||
Exercise of employee stock options | 128 | |||||
Issuance of common stock, purchase plan | 1,596 | |||||
Payments for taxes related to net share settlement of equity awards | (1,864) | |||||
Other comprehensive loss | (90) | (90) | ||||
Net loss | (17,201) | (17,201) | ||||
Ending balance at Jun. 30, 2021 | 239,772 | 721,796 | (1,105) | (480,919) | ||
Beginning balances at Dec. 31, 2021 | $ 234,702 | 731,673 | (49,090) | (1,099) | (495,872) | 38,733 |
Ending balance at Jan. 01, 2022 | 38,700 | |||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2020-06 | |||||
Beginning balances at Dec. 31, 2021 | $ 234,702 | 731,673 | $ (49,090) | (1,099) | (495,872) | $ 38,733 |
Stock-based compensation | 23,322 | |||||
Exercise of employee stock options | 0 | |||||
Issuance of common stock, purchase plan | 824 | |||||
Payments for taxes related to net share settlement of equity awards | (3,500) | |||||
Other comprehensive loss | (349) | (349) | ||||
Net loss | (69,664) | (69,664) | ||||
Ending balance at Jun. 30, 2022 | 174,978 | 703,229 | (1,448) | (526,803) | ||
Beginning balances at Mar. 31, 2022 | 202,900 | 687,558 | (1,213) | (483,445) | ||
Stock-based compensation | 17,378 | |||||
Exercise of employee stock options | 0 | |||||
Issuance of common stock, purchase plan | 824 | |||||
Payments for taxes related to net share settlement of equity awards | (2,531) | |||||
Other comprehensive loss | (235) | (235) | ||||
Net loss | (43,358) | (43,358) | ||||
Ending balance at Jun. 30, 2022 | $ 174,978 | $ 703,229 | $ (1,448) | $ (526,803) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||||
Net loss | $ (43,358) | $ (17,201) | $ (69,664) | $ (30,615) | |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||
Depreciation and amortization | 9,231 | 17,138 | |||
Stock-based compensation | 22,869 | 12,384 | |||
Impairment of long-lived and right-of-use assets | 11,448 | 0 | |||
Impairment of promotion service right | 0 | 2,580 | |||
Amortization of debt discount and issuance cost | 548 | 5,731 | |||
Allowance (recovery) for credit losses | 1,222 | (13) | |||
Deferred income taxes | 0 | 467 | |||
Change in fair value of contingent consideration | 0 | 242 | 0 | 527 | |
Other non-cash expenses | 3,368 | 1,906 | |||
Changes in operating assets and liabilities: | |||||
Accounts receivable | 78,915 | 3,431 | |||
Prepaid expenses and other assets | (2,031) | 2,467 | |||
Accounts payable and other liabilities | (28,944) | (1,670) | |||
Payments for contingent consideration and bonuses | (19,008) | (2,901) | |||
Accrued compensation and benefits | (6,283) | 119 | |||
Deferred revenues | (7,741) | 5,950 | |||
Net cash (used in) provided by operating activities | (6,070) | 17,501 | |||
Cash flows from investing activities: | |||||
Purchases of property and equipment | (8,161) | (6,426) | |||
Net cash used in investing activities | (8,161) | (6,426) | |||
Cash flows from financing activities: | |||||
Proceeds from issuances of common stock under stock plans | 824 | 14,794 | |||
Payments for taxes related to net share settlement of equity awards | (3,499) | (4,110) | |||
Principal payments on promissory note and finance lease obligations | (98) | (167) | |||
Payments for contingent consideration | (5,686) | (6,121) | |||
Net cash (used in) provided by financing activities | (8,459) | 4,396 | |||
Effect of exchange rates on cash and cash equivalents | 215 | 76 | |||
Net (decrease) increase in cash and cash equivalents | (22,475) | 15,547 | |||
Cash and cash equivalents at beginning of period | 237,417 | 222,752 | $ 222,752 | ||
Cash and cash equivalents at end of period | $ 214,942 | $ 238,299 | 214,942 | 238,299 | $ 237,417 |
Supplemental disclosures of cash flow information: | |||||
Cash paid for income taxes | 4,707 | 114 | |||
Cash paid for interest | 1,760 | 1,766 | |||
Supplemental disclosures of noncash investing and financing activities: | |||||
Fixed asset purchases not yet paid | $ 1,590 | $ 548 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of BusinessQuotient Technology Inc. (together with its subsidiaries, the “Company” or "Quotient"), is an industry leading digital media and promotions technology company that powers cohesive omnichannel brand-building and sales-driving marketing campaigns for advertisers and retailers to influence purchasing decisions throughout a shopper's path to purchase. These marketing campaigns are planned, delivered and measured using our technology platforms and data analytics tool. The Company's network includes the digital properties of retail partners and advertiser customers (also known as consumer packaged goods ("CPG") manufacturers or brands), social media platforms, its consumer brands Coupons.com and Shopmium and digital out-of-home ("DOOH") properties. This network provides the Company with proprietary and licensed data, including retailers’ in-store point-of-sale ("POS") shopper data, purchase intent and online behavior, and location intelligence. With such data powering its platforms, customers and partners use Quotient to leverage consumer data and insights, engage consumers via digital channels, and integrate marketing and merchandising programs to drive measurable sales results and consumer engagement. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on March 1, 2022, as amended by its subsequent Form 10-K/A, Amendment No. 1, filed on April 29, 2022 (collectively, "Annual Report on Form 10-K"). The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2022 or for any other period. There have been no significant changes to the Company’s significant accounting policies described in the Annual Report on Form 10-K, that have had a material impact on its condensed consolidated financial statements and related notes. Liquidity The Company has financed its operations and capital expenditures through cash flows from operation as well as from the proceeds of the issuance of convertible senior notes in 2017. As of June 30, 2022 its principal source of liquidity was cash and cash equivalents of $214.9 million, which was held for working capital purposes. The Company's cash equivalents are comprised primarily of money market funds. In November 2017, the Company issued $200.0 million aggregate principal amount of 1.75% convertible senior notes due December 1, 2022 (the "Maturity Date") in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, (the “Notes”). Refer to Note 8 for further details related to the Notes. Management's plan is to refinance the Notes prior to the Maturity Date. If the Notes are not refinanced prior to the Maturity Date, the Company may not have the ability to meet its obligations as they become due. The Company has engaged in, and continues to engage in, discussions with potential lenders toward the goal of refinancing the Notes. To the extent that current and anticipated future sources of liquidity are insufficient to fund the Company’s future business activities and requirements, the Company may be required to seek additional equity or debt financing. In the event that future additional financing is required from outside sources beyond those levels currently contemplated, the Company may not be able to raise funding on terms acceptable to it or at all. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Such management estimates include, but are not limited to, revenue recognition, collectability of accounts receivable, useful lives of intangible assets, estimates related to recoverability of long-lived assets and goodwill, stock-based compensation, restructuring accruals, legal contingencies, deferred income tax assets and associated valuation allowances and distribution fee commitments. These estimates generally require judgments, may involve the analysis of historical and prediction of future trends, and are subject to change from period to period. Actual results may differ from the Company’s estimates, and such differences may be material to the accompanying condensed consolidated financial statements. Recently Issued Accounting Pronouncements Accounting Pronouncements Recently Adopted In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06 In connection with the adoption of this standard, the Company recognized a cumulative effect adjustment of $38.7 million to retained earnings on the Company’s condensed consolidated balance sheet as of January 1, 2022. This adjustment was primarily driven by the derecognition of interest expense related to the accretion of the debt discount associated with the embedded conversion option recorded in the prior period as required under the legacy guidance. In addition, the Company reclassified $50.7 million and issuance costs of $1.6 million from additional paid-in-capital to convertible senior notes, net on the Company’s condensed consolidated balance sheet as of January 1, 2022. The reclassification was recorded in order to combine the two legacy units of account into a single instrument classified as a liability since the bifurcation of the instrument into two units of account is no longer required under the new standard. Under the new guidance, the Company will no longer incur interest expense related to the accretion of the debt discount associated with the embedded conversion option. The Company will use the if-converted method to calculate diluted earnings-per-share (EPS). If the Company makes an irrevocable election to settle the principal of the convertible senior notes in cash and the excess conversion spread in shares, the if-converted method will result in a reduced number of shares issued to reflect only the excess conversion. Since the Company had a net loss for the three and six months ended June 30, 2022, the convertible senior notes were determined to be anti-dilutive and therefore had no impact to basic or diluted net loss per share for the period as a result of adopting ASU 2020-06. Revenue Recognition The Company primarily generates revenue by providing digital media and promotions solutions to its customers and partners. Revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company determines revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, the Company satisfies a performance obligation The Company provides digital promotions, including digital coupons, and/or media programs to its customers, which consist of advertisers, retail partners and advertising agencies. The Company uses its proprietary technology platforms to create, target, deliver and analyze these programs for customers. The Company typically generates revenue, derived from customer use of these programs, on a cost-per-click, cost-per-impression, or cost-per-acquisition basis, and customers are typically billed monthly. Duration-based campaigns are generally billed prior to campaign launch. The pricing of digital promotions programs typically includes both promotion setup fees and promotion campaign fees. Promotion setup fees are related to the creation of digital promotions and set up of the underlying campaign on Quotient’s proprietary platforms for tracking of the related clicks. The Company recognizes revenues related to promotion setup fees over time, proportionally, on a per click basis using the number of authorized clicks, per insertion order, commencing on the date of the first click. A click refers to the consumer's action of activating a digital promotion through the Company’s proprietary technology platforms by either saving it to a retailer’s loyalty account for automatic digital redemption, or printing it for physical redemption at a retailer. Promotion campaign fees are usually determined on a per click basis. The Company typically recognizes revenues for digital promotion campaign fees as clicks occur. The Company also has a duration-based National Promotions offering, as part of its National Promotion business. This offering provides advertisers access to the Company’s proprietary platforms for a specific period of time (the campaign period) in exchange for a fixed fee. The Company provides a single service consisting of making the advertiser’s promotions available for use on its network each day during the campaign period, which generally is between seven and twenty-eight days. The Company has a stand-ready performance obligation that is satisfied over time; therefore, the Company recognizes revenue ratably over the campaign period. The Company’s media programs enable advertisers and retailers to distribute digital media to promote their brands and products on its retailers’ websites and mobile applications, and through a network of affiliate publishers and non-publisher third parties that display its media offerings on their websites or mobile applications. Pricing for media campaigns is usually determined on a cost-per-click, cost-per-impression, or cost-per-acquisition basis. The Company recognizes revenue each time a digital media ad is displayed or each time a user clicks on the media ad displayed on the Company’s websites, mobile applications or on third-party websites. Gross Versus Net Revenue Reporting In the normal course of business and through its distribution network, the Company delivers digital media and promotions on retailers’ websites through retailers’ loyalty programs, and on the websites of digital publishers. In these situations, the Company evaluates whether it is the principal (i.e., reporting revenues on a gross basis) or agent (i.e., reporting revenues on a net basis). The Company typically reports digital promotion and media advertising revenues for campaigns placed on third-party owned properties on a gross basis; that is, the amounts billed to its customers are recorded as revenues, and distribution fees paid to retailers or digital publishers are recorded as cost of revenues. The Company is the principal because it controls the digital promotion and media advertising inventory before it is transferred to its customers. The Company’s control is evidenced by its sole ability to monetize the digital coupon and media advertising inventory, by its being the party primarily responsible to its customers, and by its having discretion in establishing pricing for the delivery of the digital promotions and media, or a combination of these. In other cases (e.g., sponsored search and DOOH offerings), the Company reports revenues on a net basis, that is, the costs for digital advertising inventory and third-party data paid to suppliers are deducted from gross revenues to arrive at net revenues. The Company’s performance obligation in these arrangements is to provide the use of its platforms that enables customers to bid on real-time digital advertising inventory, use of data, and other add-on features in designing and executing their campaigns. The Company charges its customers a platform fee based on a percentage of the digital advertising inventory and data costs purchased through the use of its platforms. The platform fee is not contingent on the results of a digital media advertising campaign. The Company has determined that it is an agent in these arrangements because it does not have control of the digital advertising inventory before it is transferred to the customer and does not set prices. The Company also offers retailer-specific promotion and media campaign solutions (either, or both, also known as "shopper" offerings). The Company has determined that it is an agent in these arrangements as the customer (i.e., the retailer) controls the delivery of shopper promotion and media programs on its website and sets the pricing. The Company’s obligation in these arrangements is to provide use of its platforms to the retailers. The retailer determines how shopper promotions and media programs are executed through the Company’s platforms. Under these arrangements, the Company reports revenue on a net basis. Arrangements with Multiple Performance Obligations The Company’s contracts with customers may include multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling-price basis. The Company determines its best estimate of standalone selling prices based on its overall pricing objectives, taking into consideration market conditions and other factors, including the value of its contracts and the characteristics of targeted customers. Deferred Revenues Deferred revenues primarily relate to cash received or billings to customers associated with promotion setup fees, promotion campaign fees and digital media fees that are expected to be recognized upon click, or upon delivery of media impressions, or upon campaign duration, which generally occur within the next twelve months. The Company records deferred revenues, including amounts which are refundable, when cash payments are received or become due in advance of the Company satisfying its performance obligations. The decrease of $7.7 million in the deferred revenue balance for the six months ended June 30, 2022 is due to $31.7 million of recognized revenue, partially offset by cash payments of $24.0 million received or due in advance of satisfying the Company’s performance obligations, including $3.0 million which the Company determined should have been recognized in prior periods as the underlying performance obligations were satisfied in prior periods. The Company’s payment terms vary by the type and size of its customers. For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer. Disaggregated Revenue The following table presents the Company’s revenues disaggregated by type of services (in thousands, unaudited). The majority of the Company’s revenue is generated from sales in the United States. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Promotion $ 42,605 $ 59,576 $ 92,767 $ 129,190 Media 26,646 64,304 54,940 110,006 Total Revenue $ 69,251 $ 123,880 $ 147,707 $ 239,196 Practical Expedients and Exemptions The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which it recognizes revenue for an amount where it has the right to invoice for services performed. Sales Commissions The Company generally incurs and expenses sales commissions upon recognition of revenue for related goods and services, which typically occurs within one year or less. Sales commissions earned related to revenues for initial contracts are commensurate with sales commissions related to renewal contracts. These costs are recorded in sales and marketing expenses within the condensed consolidated statements of operations. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2—Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company’s fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis are as follows (in thousands): June 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 105,118 — — $ 105,118 Total $ 105,118 $ — $ — $ 105,118 Liabilities: Contingent consideration related to acquisitions — — — — Total $ — $ — $ — $ — December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 105,004 — — $ 105,004 Total $ 105,004 $ — $ — $ 105,004 Liabilities: Contingent consideration related to acquisitions — — 22,275 22,275 Total $ — $ — $ 22,275 $ 22,275 The valuation technique used to measure the fair value of money market funds includes using quoted prices in active markets. The money market funds have a fixed net asset value of $1.0. The contingent consideration relates to the acquisitions of Elevaate Ltd. (“Elevaate”) and Ubimo Ltd. (“Ubimo”). The fair values of contingent consideration are based on the expected achievement of certain revenue targets as defined under the acquisition agreements and were estimated using an option pricing method with significant inputs that are not observable in the market, thus classified as a Level 3 instrument. The inputs included the expected achievement of certain financial metrics over the contingent consideration period, volatility and discount rate. The fair value of the contingent consideration is classified as a liability and is re-measured each reporting period. Refer to Note 6 for further details related to the acquisitions. The following table represents the change in the contingent consideration (in thousands): Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Ubimo Elevaate Ubimo Elevaate Level 3 Level 3 Level 3 Level 3 Balance at the beginning of period $ — $ — $ 22,275 $ — Change in fair value during the period — — — — Payments made during the period — — (22,275) — Total $ — $ — $ — $ — Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Ubimo Elevaate Ubimo Elevaate Level 3 Level 3 Level 3 Level 3 Balance at the beginning of period $ 21,168 $ 8,571 $ 20,930 $ 8,524 Change in fair value during the period 242 — 480 47 Payments made during the period — (8,571) — (8,571) Total $ 21,410 $ — $ 21,410 $ — The Company recorded a charge of zero during the three and six months ended June 30, 2022, respectively, and $0.2 million and $0.5 million during the three and six months ended June 30, 2021, respectively, for the re-measurement of the fair values of contingent consideration related to acquisitions, as a component of operating expenses in the accompanying condensed consolidated statements of operations. During the six months ended June 30, 2022, the Company paid $22.3 million related to Ubimo's achievement of financial metrics subject to contingent consideration during the measurement period ending December 31, 2021, and as a result, no liability existed as of June 30, 2022. Out of the total consideration paid, $5.7 million was originally measured and recorded on the acquisition date, and $16.6 million was recorded subsequent to the acquisition date through changes in fair value of contingent consideration within the condensed consolidated statements of operations. Fair Value Measurements of Other Financial Instruments As of June 30, 2022 and December 31, 2021, the fair value of the Company’s 1.75% convertible senior notes due 2022 was $191.6 million and $193.8 million, respectively. The fair value was determined based on a quoted price of the convertible senior notes in an over-the-counter market on the last trading day of the reporting period. Accordingly, these convertible senior notes are classified within Level 2 in the fair value hierarchy. Refer to Note 8 for additional information related to the Company’s convertible debt. |
Allowance for Credit Losses
Allowance for Credit Losses | 6 Months Ended |
Jun. 30, 2022 | |
Credit Loss [Abstract] | |
Allowance for Credit Losses | Allowance for Credit Losses The summary of activity in the allowance for credit losses is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Balance at the beginning of period $ 2,106 $ 1,947 $ 2,500 $ 2,070 Provision for expected credit losses 1,736 392 1,856 585 Write-offs charged against the allowance, net of recoveries (127) (377) (641) (693) Balance at the end of period $ 3,715 $ 1,962 $ 3,715 $ 1,962 |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jun. 30, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Components | Balance Sheet Components Property and Equipment, Net Property and equipment consist of the following (in thousands): June 30, December 31, Software $ 62,170 $ 51,093 Computer equipment 24,324 23,696 Leasehold improvements 5,759 8,362 Furniture and fixtures 2,279 2,552 Total 94,532 85,703 Accumulated depreciation and amortization (71,515) (68,052) Projects in process 79 5,009 Total property and equipment, net $ 23,096 $ 22,660 Depreciation and amortization expense related to property and equipment was $2.1 million and $4.0 million for the three and six months ended June 30, 2022, respectively, and $1.5 million and $3.5 million for the three and six months ended June 30, 2021, respectively. The Company capitalized internal use software development and enhancement costs of $5.7 million and $8.2 million during the three and six months ended June 30, 2022, respectively, and $2.1 million and $4.4 million during the three and six months ended June 30, 2021, respectively. During the three and six months ended June 30, 2022, the Company had $1.3 million and $2.3 million, respectively, and $0.7 million and $1.8 million during the three and six months ended June 30, 2021, respectively, in amortization expense related to internal use software, which is included in property and equipment depreciation and amortization expense, and which is recorded as cost of revenues. Once the software is placed into service, the asset is included in software within "property and equipment, net". The unamortized capitalized development costs were $16.0 million and $11.6 million as of June 30, 2022 and December 31, 2021, respectively. During the second quarter of 2022, the Company performed an interim assessment of its long-lived assets to determine if any indicators of impairment existed. In performing its assessment, the Company determined that there were changes in circumstances that indicated that the carrying amount of a long-lived asset group was not recoverable. During the three and six months ended June 30, 2022, the Company recorded an impairment charge of $1.4 million related to capitalized software. Accrued Compensation and Benefits Accrued compensation and benefits consist of the following (in thousands): June 30, December 31, Bonus $ 4,956 $ 9,045 Payroll and related expenses 4,893 4,253 Commissions 2,918 5,838 Vacation 1,240 1,087 Total accrued compensation and benefits $ 14,007 $ 20,223 Other Current Liabilities Other current liabilities consist of the following (in thousands): June 30, December 31, Distribution fees $ 23,609 $ 46,313 Operating lease liabilities 5,709 4,935 Traffic acquisition cost 4,937 12,033 Liability related to litigation settlements 4,750 — Prefunded liability 3,606 4,782 Rebate liability 1,439 2,444 Interest payable 292 292 Marketing expenses 94 636 Deferred cost related to a retailer agreement — 8,000 Other 14,014 15,844 Total other current liabilities $ 58,450 $ 95,279 |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Acquisition of Ubimo On November 19, 2019, the Company acquired all outstanding shares of Ubimo, a leading data and media activation company. The total acquisition consideration of $20.7 million consisted of $15.0 million in cash and contingent consideration of up to $24.8 million payable in cash with an estimated fair value of $5.7 million as of the acquisition date. The contingent consideration payout was based on Ubimo achieving certain financial metrics between the date of the acquisition through December 31, 2021. The acquisition date fair value was determined using an option pricing model. As of December 31, 2021, the date that the contingent consideration period ended, Ubimo achieved certain financial metrics. During the six months ended June 30, 2022, the Company paid $24.7 million, of which $22.3 million related to contingent consideration and $2.4 million related to certain bonuses; and as a result, no liability existed as of June 30, 2022. Of the total $24.7 million that was paid, $5.7 million was classified within financing activity and the remaining $19.0 million was classified within operating activity on the Company's condensed consolidated statements of cash flows. Acquisition of Elevaate On October 26, 2018, the Company acquired all the outstanding shares of Elevaate, a sponsored search company for retail partners and CPG brands. The total acquisition consideration of $13.3 million consisted of $7.2 million in cash and contingent consideration of up to $18.5 million payable in cash with an estimated fair value of $6.1 million as of the acquisition date. The contingent consideration payout was based on Elevaate achieving certain financial metrics between February 1, 2019 through January 31, 2021. The acquisition date fair value of the contingent consideration was determined by using an option pricing model. The fair value of the contingent consideration was re-measured every reporting period. As of January 31, 2021, the date that the contingent consideration period ended, Elevaate achieved certain financial metrics. During the year ended December 31, 2021, the Company paid $9.0 million, of which |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets The following table summarizes the gross carrying amount and accumulated amortization for the intangible assets (in thousands): June 30, 2022 Gross Accumulated Net Weighted Media service rights $ 35,582 $ (34,486) $ 1,096 0.3 Developed technologies 27,170 (23,772) 3,398 1.3 Promotion service rights 24,426 (24,174) 252 0.2 Customer relationships 22,690 (20,019) 2,671 1.9 Data access rights 10,206 (10,206) — 0.0 Domain names 5,948 (5,596) 352 0.0 Trade names 2,823 (2,823) — 0.0 Vendor relationships 2,510 (2,510) — 0.0 Patents 975 (963) 12 0.3 Registered users 420 (420) — 0.0 $ 132,750 $ (124,969) $ 7,781 1.3 December 31, 2021 Gross Accumulated Net Weighted Media service rights $ 35,582 $ (32,282) $ 3,300 0.7 Developed technologies 27,170 (22,235) 4,935 1.7 Promotion service rights 24,426 (23,419) 1,007 0.6 Customer relationships 22,690 (19,311) 3,379 2.4 Data access rights 10,206 (10,206) — 0.0 Domain names 5,948 (5,596) 352 0.0 Trade names 2,823 (2,823) — 0.0 Vendor relationships 2,510 (2,510) — 0.0 Patents 975 (945) 30 0.8 Registered users 420 (420) — 0.0 $ 132,750 $ (119,747) $ 13,003 1.5 As of June 30, 2022 and December 31, 2021, the Company has a domain name with a gross value of $0.4 million with an indefinite useful life that is not subject to amortization. Intangible assets subject to amortization are amortized over their useful lives as shown in the table above. Amortization expense related to intangible assets subject to amortization was $2.6 million and $5.2 million during the three and six months ended June 30, 2022, respectively, and $6.2 million and $13.6 million during the three and six months ended June 30, 2021, respectively. Estimated future amortization expense related to intangible assets as of June 30, 2022 is as follows (in thousands): Total 2022, remaining six months $ 3,287 2023 3,583 2024 559 2025 — 2026 — 2027 and beyond — Total estimated amortization expense $ 7,429 As of June 30, 2022, the Company performed an analysis of the impact of recent events, including business and market disruption, on the fair values of its intangible assets, and determined that an impairment does not exist. However, there can be no assurance that intangible assets will not be impaired in future periods, and the Company will continue to monitor its operating results, cash flow forecasts and challenges from declines in current market conditions, as well as impacts of COVID-19, for future determinations regarding these intangible assets. |
Debt Obligations
Debt Obligations | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Debt Obligations 2017 Convertible Senior Notes In November 2017, the Company issued and sold $200.0 million aggregate principal amount of 1.75% convertible senior notes due December 2022 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “notes”). The notes are unsecured obligations of the Company and bear interest at a fixed rate of 1.75% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, 2018. The total net proceeds from the debt offering, after deducting transaction costs, were approximately $193.8 million. The conversion rate for the notes is initially 57.6037 shares of the Company’s common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $17.36 per share of common stock, subject to adjustment upon the occurrence of specified events. Holders of the notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding September 1, 2022, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2018 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five-business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate for the notes on each such trading day; (3) if the Company calls any or all of the notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after September 1, 2022, holders may convert all or any portion of their notes at any time prior to the close of business on the scheduled trading day immediately preceding the maturity date regardless of the foregoing conditions. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election. The Company intends to settle the principal amount of the notes with cash. The Company may not redeem the notes prior to December 5, 2020. It may redeem for cash all or any portion of the notes, at its option, on or after December 5, 2020 if the last reported sale price of its common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending not more than three trading days preceding the date on which it provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the notes. If the Company undergoes a fundamental change prior to the maturity date, holders may require the Company to repurchase for cash all or any portion of their notes at a fundamental change repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In accounting for the issuance of the notes, prior to the adoption of ASU 2020-06 on January 1, 2022, the Company separated the notes into liability and equity components. The carrying amount of the liability component of $149.3 million was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component of $50.7 million, representing the conversion option, was determined by deducting the fair value of the liability component from the par value of the notes. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) was amortized to interest expense over the term of the notes at an effective interest rate of 5.8%. Prior to the adoption of ASU 2020-06 on January 1, 2022, the Company allocated the total debt issuance costs incurred of $6.2 million to the liability and equity components of the notes in proportion to the respective values. Issuance costs attributable to the liability component of $4.6 million were amortized to interest expense using the effective interest method over the contractual terms of the notes. Issuance costs attributable to the equity component of $1.6 million were netted with the equity component in additional paid-in capital. Subsequent to the adoption of ASU 2020-06 on January 1, 2022, which the Company elected to adopt using the modified retrospective method, the Company removed the impact of recognizing the equity component of the notes (at issuance and subsequent accounting impact of additional interest expense from debt discount amortization). The cumulative effect of the accounting change as of January 1, 2022 was an increase to the carrying amount of the convertible notes of $10.4 million, an increase to beginning retained earnings of $38.7 million, and a reduction to additional paid-in capital of $49.1 million. The net carrying amount of the liability component of the notes recorded in convertible senior notes, net on the condensed consolidated balance sheets was as follows (in thousands): June 30, December 31, Principal $ 200,000 $ 200,000 Unamortized debt discount — (10,358) Unamortized debt issuance costs (389) (856) Net carrying amount of the liability component $ 199,611 $ 188,786 The following table sets forth the interest expense related to the notes recognized in interest expense on the condensed consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Contractual interest expense $ 875 $ 875 $ 1,750 $ 1,750 Amortization of debt discount — 2,653 — 5,267 Amortization of debt issuance costs 233 232 466 464 Total interest expense related to the Notes $ 1,108 $ 3,760 $ 2,216 $ 7,481 ABL Credit Agreement On November 17, 2021, the Company, as borrower, and certain subsidiaries of the Company as guarantors, entered into a Loan, Guaranty and Security Agreement (the "ABL Credit Agreement") with Bank of America, N.A., a national banking association, and certain other financial institutions from time to time that may become parties to the agreement (the "Lenders"). The ABL Credit Agreement provides for an asset-based revolving credit facility (the "ABL Facility") for available borrowings up to $100.0 million with the actual amount dependent on a "borrowing base" number consisting of the sum of various categories of eligible accounts receivable (the lesser of such number and $100.0 million, the "Line Cap"). The ABL Facility matures and all outstanding amounts, if any, become due and payable on November 17, 2026 ("fixed ABL maturity date"), except that the maturity date shall be accelerated to the date that is 91 days prior to the maturity of the Company’s outstanding 1.75% Convertible Senior Notes due 2022 (the “Notes”), unless (i) the Notes are repaid in full or converted to equity at least 91 days prior to the maturity of the Notes, (ii) the Notes are refinanced and/or extended to a maturity date that is at least 91 days after the fixed ABL maturity date, or (iii) during the 91 day period prior, the Company has sufficient cash to repay the Notes in full, the Company meets a certain liquidity test after giving pro forma effect to the repayment to the Notes, and there is no event of default under the ABL Facility. The commitments of the Lenders under the ABL Facility will terminate and outstanding borrowings under the ABL Facility will mature on the fifth anniversary of the closing of the ABL Facility or sooner as described above. The ABL Credit Agreement includes conditions to borrowings, representations and warranties, affirmative and negative covenants and events of default customary for financings of this type and size. In the event of default, all obligations will be automatically due and payable and all commitments will terminate. The ABL Credit Agreement requires the Company to maintain a minimum fixed charge coverage ratio at all times. The ABL Credit Agreement limits the Company’s and its subsidiaries’ ability to, among other things, incur additional indebtedness, create liens on any assets, pay dividends or make certain restricted payments, consummate certain assets sales and merge, consolidate and/or sell or dispose of certain assets. The ABL Credit Agreement also requires that if the Company's Excess Availability (defined as the Line Cap less borrowed amounts or issued letters of credit) is less than the greater of (i) the Line Cap and (ii) $10.0 million, the Company will maintain a fixed coverage charge ratio of at least 1.00 to 1.00. In addition, the ABL Credit Agreement includes customary events of default, which may require the Company to pay an additional 2% interest on the outstanding loans under the ABL Credit Agreement. As set forth in the ABL Credit Agreement, borrowings under the ABL Facility initially will bear interest at a rate equal to, for BSBY Loans, the BSBY Rate plus the Applicable Margin or, for Base Rate Loans, the Base Rate plus the Applicable Margin. The Applicable Margin is determined based on average daily borrowing availability. As of June 30, 2022, there were no borrowings or repayments under the ABL Facility. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-based Compensation 2013 Equity Incentive Plan In October 2013, the Company adopted the 2013 Equity Incentive Plan (the “2013 Plan”), which became effective in March 2014 and serves as the successor to the Company’s 2006 Stock Plan (the “2006 Plan”). Pursuant to the 2013 Plan, 4,000,000 shares of common stock were initially reserved for grant, plus (1) any shares that were reserved and available for issuance under the 2006 Plan at the time the 2013 Plan became effective, (2) any shares that become available upon forfeiture or repurchase by the Company under the 2006 Plan and (3) any shares added to the 2013 Plan pursuant to the next paragraph. Under the 2013 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), and performance-based stock units ("PSUs") to employees, directors and consultants. The shares available will be increased at the beginning of each year by the lesser of (i) 4% of outstanding common stock on the last day of the immediately preceding year, or (ii) such number determined by the Board of Directors and subject to additional restrictions relating to the maximum number of shares issuable pursuant to incentive stock options. Under the 2013 Plan, both the incentive stock options (ISOs) and non-qualified stock options (NSOs) are granted at a price per share not less than 100% of the fair market value on the effective date of the grant. The Board of Directors determines the vesting period for each option award on the grant date, and the options generally expire 10 years from the grant date or such shorter term as may be determined by the Board of Directors. Stock Options The fair value of each option was estimated using the Black-Scholes model on the date of grant for the periods presented using the following assumptions: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Expected life (in years) 6.02 0.00 6.02 0.00 Risk-free interest rate 2.96% —% 2.96% —% Volatility 50% —% 50% —% Dividend yield — — — — There were no option grants during the three and six months ended June 30, 2021. The weighted-average grant date fair value of options was $2.05 during the three and six months ended June 30, 2022. Restricted Stock Units and Performance-Based Restricted Stock Units The fair value of RSUs equals the market value of the Company’s common stock on the date of the grant. The RSUs are excluded from issued and outstanding shares until they are vested. On March 1, 2021, the Company granted a total of 938,831 performance-based restricted stock units (“2021 PSU Awards”), under the 2013 Equity Incentive Plan, to certain executive leaders with a grant date fair value of $13.28. The PSU Award represents the right to receive shares of the Company’s common stock upon meeting certain vesting conditions. The PSU Awards will vest in three years subject to the achievement of certain operating performance goals, stock performance goals and continued employment. The fair value of the PSU Award was measured using a Monte Carlo simulation. As of June 30, 2022, the Company performed an assessment and determined that the likelihood of achievement of certain operating performance goals was not deemed probable. As such, during the three and six months ended June 30, 2022, no compensation expense was recognized in the Company's condensed consolidated financial statements related to the 2021 PSU Awards. During the three and six months ended June 30, 2021, the Company recorded $1.0 million and $1.4 million, respectively, in compensation expense in its condensed consolidated financial statements related to the 2021 PSU Awards. During the second quarter of 2022, certain of the 2021 PSU Awards were modified in connection with a separation agreement between the Company and its former chief executive officer ("CEO"). Refer to "Stock-based Compensation Expense" below for further details. On March 1, 2022, (“2022 Grant Date”), the Company granted a total of 1,171,494 performance-based restricted stock units (“2022 PSU Awards”), under the 2013 Equity Incentive Plan, to certain executive leaders with a grant date fair value of $4.82, $3.87 and $3.14, for each respective tranche. The PSU Award represents the right to receive shares of the Company’s common stock upon meeting certain vesting conditions. The PSU Awards vest subject to the achievement of stock performance goals and the awardee being an employee at the time of vesting. Any unvested portion of the PSU award will be forfeited on the third anniversary of the 2022 Grant Date. The fair value of the PSU Award was measured using a Monte Carlo simulation. During the three and six months ended June 30, 2022, the expense recognized in its condensed consolidated financial statements related to the 2022 PSU Awards was $1.8 million and $2.1 million, respectively. During the second quarter of 2022, certain of the 2022 PSU Awards were modified in connection with a separation agreement between the Company and its former CEO. Refer to "Stock-based Compensation Expense" below for further details. A summary of the Company’s stock option and RSU, including PSU, award activity under the 2013 Plan is as follows: RSUs Outstanding Options Outstanding Shares Number of Weighted Number of Weighted Weighted Aggregate Balance at December 31, 2021 10,168,061 5,381,039 $ 10.78 6,897,993 $ 11.32 4.89 $ 1,596 Increase in shares authorized 3,791,177 — — — — — — Options granted (600,000) — — 600,000 4.03 — — Options exercised — — — — — — — Options canceled or expired 333,023 — — (333,023) $ 6.66 — — RSUs granted (3,812,808) 3,812,808 $ 4.99 — — — — RSUs vested — (2,122,473) $ 8.87 — — — — RSUs canceled or expired 1,498,322 (1,498,322) $ 9.66 — — — — RSUs vested and withheld for taxes 874,945 — — — — — — Balance as of June 30, 2022 12,252,720 5,573,052 $ 7.85 7,164,970 $ 6.95 4.34 $ — Vested and exercisable as of June 30, 2022 5,968,311 $ 7.14 3.47 $ — The aggregate intrinsic value disclosed in the table above is based on the difference between the exercise price of the options and the fair value of the Company’s common stock. The aggregate total fair value of options vested was $1.0 million and $1.9 million during the three and six months ended June 30, 2022 and $1.2 million and $2.6 million during the three and six months ended June 30, 2021, respectively. Employee Stock Purchase Plan The Company’s Board of Directors adopted the 2013 Employee Stock Purchase Plan (“ESPP”), which became effective in March 2014. Eligible employees can enroll and elect to contribute up to 15% of their base compensation through payroll withholdings in each offering period which is six months in duration, subject to certain limitations. The purchase price of the stock is the lower of 85% of the fair market value on (a) the first day of the offering period or (b) the purchase date. The fair value of the option feature is estimated using the Black-Scholes model for the period presented based on the following assumptions: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Expected life (in years) 0.5 0.5 0.50 0.5 Risk-free interest rate 1.54% 0.03% 0.07% - 1.54% 0.03% - 0.12% Volatility 65% 75% 60% - 65% 60% - 75% Dividend yield — — — — As of June 30, 2022, a total of 2,639,420 shares of common stock were issued under the ESPP since inception of the plan. As of June 30, 2022, a total of 1,760,580 shares are available for issuance under the ESPP. Stock-based Compensation Expense The following table sets forth the total stock-based compensation expense resulting from stock options, RSUs and ESPP shares included in the Company’s condensed consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cost of revenues $ 500 $ 401 $ 1,032 $ 824 Sales and marketing 812 1,181 1,703 2,436 Research and development 674 977 1,641 1,949 General and administrative 15,141 3,981 18,493 7,175 Total stock-based compensation expense $ 17,127 $ 6,540 $ 22,869 $ 12,384 During the quarter ended June 30, 2022, the Company recorded $12.0 million of stock-based compensation expense related to the modification of stock options, RSUs and PSUs granted to the Company's former CEO pursuant to a separation agreement between the Company and its former CEO entered into during the second quarter of 2022. Under the original terms of the grant agreements, the unvested stock options, RSUs and PSUs were to be forfeited upon termination of the former CEO's employment. The separation agreement extended the period over which the vested options can be exercised, repriced certain stock options, and allowed for accelerated vesting of unvested stock options, RSUs and PSUs upon the former CEO's termination of employment, which occurred on June 29, 2022. The expense is included in general and administrative expense in the Company's condensed consolidated statement of operations. Such modification of these options and awards resulted in a change to deferred tax assets fully offset by a valuation allowance. As of June 30, 2022, there was $38.4 million of unrecognized stock-based compensation expense, of which $3.6 million is related to stock options and ESPP shares, and $34.8 million is related to RSUs. The total unrecognized stock-based compensation expense related to stock options and ESPP shares as of June 30, 2022 will be amortized over a weighted-average period of 2.16 years. The total unrecognized stock-based compensation expense related to RSUs as of June 30, 2022 will be amortized over a weighted-average period of 2.50 years. During the three and six months ended June 30, 2022, the Company capitalized $0.3 million and $0.5 million, respectively, and $0.1 million and $0.2 million during the three and six months ended June 30, 2021, respectively, of stock-based compensation expense associated with projects in process and recorded as part of property and equipment, net on the accompanying condensed consolidated balance sheets. Common Stock Repurchases The Board of Directors previously approved programs for the Company to repurchase shares of its common stock. In February 2021, the Company’s Board of Directors authorized the Company to repurchase up to $50.0 million of its common stock from February 2021 through February 2022 (the "February 2021 Program"). During the six months ended June 30, 2022, the Company did not repurchase any shares of its common stock, nor did the Company repurchase any of its common stock thereafter. The Company terminated the February 2021 Program prior to its expiration. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe Company recorded a provision for income taxes of $2.3 million and $2.5 million during the three and six months ended June 30, 2022, respectively, and $0.2 million and $0.5 million during the three and six months ended June 30, 2021, respectively. The provision for income taxes was primarily attributable to the Company’s foreign operations, amortization of tax deductible goodwill from prior acquisitions, and state taxes. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The computation of the Company’s basic and diluted net loss per share is as follows (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net loss $ (43,358) $ (17,201) $ (69,664) $ (30,615) Weighted-average number of common shares 95,369 93,645 95,148 93,038 Net loss per share, basic and diluted $ (0.45) $ (0.18) $ (0.73) $ (0.33) The outstanding common equivalent shares excluded from the computation of the diluted net loss per share for the periods presented because including them would have been antidilutive are as follows (in thousands): Three and Six Months Ended June 30, 2022 2021 Stock options and ESPP 7,222 6,968 Restricted stock units 5,573 5,073 Shares related to convertible senior notes 11,521 11,521 24,316 23,562 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company has entered into operating leases primarily for office facilities. These leases have terms which typically range from 1 year to 10 years, and often include options to renew. These renewal terms can extend the lease term up to 6 years, and are included in the lease term when it is reasonably certain that the Company will exercise the option. These operating leases are included as operating lease right-of-use assets on the condensed consolidated balance sheets, and represent the Company’s right to use the underlying asset for the lease term. The present value of the Company’s obligation to make lease payments are included in other current liabilities and other non-current liabilities on the condensed consolidated balance sheets. The Company has entered into short-term leases primarily for office facilities with an initial term of twelve months or less, and a professional sports team suite with a 20-year term, which it uses for sales and marketing purposes. The effective lease term for the professional sports team suite is based on the cumulative days available for use throughout the 20-year contractual term, which is less than twelve months and therefore is classified as a short-term lease. As of June 30, 2022, the Company’s lease commitment of $5.0 million, relating to the professional sports team suite, expires in 2034, and does not reflect short-term lease costs. These leases are not recorded on the Company's condensed consolidated balance sheet due to the accounting policy election as discussed under Note 2 to the condensed consolidated financial statements. All operating lease expense is recognized on a straight-line basis over the lease term. During the three and six months ended June 30, 2022, the Company recognized $1.3 million and $2.8 million, respectively, in total lease costs, which is comprised of $1.3 million and $2.7 million, respectively, in operating lease costs for right-of-use assets, and zero and $0.1 million, respectively, in short-term lease costs related to short-term operating leases. During the three and six months ended June 30, 2021, the Company recognized $1.5 million and $3.0 million, respectively, in total lease costs, which is comprised of $1.3 million and $2.6 million, respectively, in operating lease costs for right-of-use assets, and $0.2 million and $0.4 million, respectively, in short-term lease costs related to short-term operating leases. Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. The Company has certain contracts for office facilities which may contain lease and non-lease components which it has elected to be treated as a single lease component due to the accounting policy election as discussed under Note 2 to the condensed consolidated financial statements. During the first quarter of 2022, the Company exited occupancy of its leased office space in San Francisco, California. During the second quarter of 2022, the Company exited occupancy of a leased office space in Santa Clara, California, and a portion of its leased office space in New York, New York. The exits of these leased office spaces are intended to align with the Company's continued operational and cost optimization efforts. The Company has the ability and intent to sublease these office spaces for the remainder of the respective lease terms. The Company determined that a triggering event had occurred that required an interim impairment assessment for certain of its long-lived and right-of-use assets. The Company performed an interim impairment assessment in the first and second quarter of 2022. In measuring the estimated amount of long-lived and right-of-use asset impairment, the Company considered estimated future sublease income including the consideration of local real estate market conditions. The Company also factored the time to identify a tenant and to enter into an agreement. Based on a discounted cash flow analysis, the Company concluded that the carrying value of certain long-lived and right-of-use assets will not be recoverable. As such, during the three and six months ended June 30, 2022, the Company recorded an impairment charge of $3.9 million and $10.0 million, respectively, within general & administrative expenses on its condensed consolidated statements of operations. Supplemental cash flow information related to operating leases was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cash paid for operating lease liabilities $ 1,651 $ 1,193 $ 2,981 $ 2,143 Right-of-use assets obtained in exchange for — — — 3,942 Supplemental balance sheet information related to operating leases was as follows (in thousands, except lease term and discount rate): June 30, 2022 December 31, 2021 Operating right-of-use assets reported as: Operating lease right-of-use assets $ 16,230 $ 23,874 Operating lease liabilities reported as: Other current liabilities $ 5,709 $ 4,935 Other non-current liabilities 24,075 26,903 Total operating lease liabilities $ 29,784 $ 31,838 Weighted average remaining lease term (in years) 5.7 6.2 Weighted average discount rate 5.1 % 5.0 % Maturities of operating lease liabilities were as follows (in thousands): Operating Leases 2022, remaining six months $ 3,681 2023 6,840 2024 6,191 2025 4,799 2026 3,344 2027 and thereafter 9,837 Total lease payments $ 34,692 Less: Imputed Interest (4,908) Total $ 29,784 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Obligations The Company has unconditional purchase commitments, primarily related to distribution fees, software license fees and marketing services, of $5.6 million as of June 30, 2022. Some of our agreements with retailers include certain guaranteed distribution fees which, in some cases, may apply to multiple annual periods. If the adoption and usage of our platforms do not meet projections or minimums, these guaranteed distribution fees may not be recoverable and any shortfall may be payable by us at the end of the applicable period. We considered various factors in our assessment including our historical experience with the transaction volumes through the retailer and comparative retailers, ongoing communications with the retailer to increase its marketing efforts to promote the digital platform, as well as the projected revenues, and associated revenue share payments. For example, in 2020, the Company's efforts to implement, with Albertsons, one of the Company’s solutions resulted in multiple disputes being raised by each of the parties against the other, one of which disputes resulted in the Company not being able to meet the contractual minimum at the end of the applicable period under the agreement. In order to resolve certain of the disputes regarding the parties' respective obligations, the Company recognized a loss of $8.8 million during the year ended December 31, 2020. This loss was included in cost of revenues on our consolidated statements of operations. During the second quarter of 2021, the Company notified Albertsons that due to Albertsons' failure to meet certain obligations under the agreement, the Company is not obligated to meet the contractual minimums for the period that ended in October 2021. In connection with renewal discussions between the parties, the Company received a letter in October 2021 from Albertsons notifying us of their intent to early terminate our agreement related to the delivery of promotions and media campaigns, effective December 31, 2021. The Company informed Albertsons that we disputed their right to terminate the agreement prior to March 31, 2022. On November 16, 2021, the Company notified Albertsons it was terminating the Agreement effective November 18, 2021, due to Albertsons’ failure to cure its material breach of the Agreement. Consistent with its offer, the Company continued to provide certain services past the termination date for the benefit of its CPG customers; and ceased providing the last of such services on February 26, 2022. The parties are currently in litigation, presently having entered into a stipulation, which is currently pending court approval, to stay the case temporarily to facilitate mediation. If the contractual minimum applicable to the period that ended in October 2021 is enforceable, the Company may recognize a loss that, depending on a variety of factors, is estimated to be as high as $8.5 million. Indemnification In the normal course of business, to facilitate transactions related to the Company’s operations, the Company indemnifies certain parties, including CPGs, advertising agencies, retailers and other third parties. The Company has agreed to hold certain parties harmless against losses arising from claims of intellectual property infringement or other liabilities relating to or arising from our products or services, or other contractual infringement. The term of these indemnity provisions generally survive termination or expiration of the applicable agreement. To date, the Company has not recorded any liabilities related to these agreements. We also have entered into indemnification agreements with our officers and directors, and our Amended and Restated Bylaws also contain provisions relating to circumstances under which the Company may indemnify certain other parties. The Company’s founder and former CEO, Steven Boal, is subject to a claim from a third party, alleging that he owes certain amounts to the third party in connection with fundraising activities for Quotient that occurred between 1998 and 2006. (Mr. Boal left the Company for unrelated reasons in June 2022.) The Company agreed to advance certain defense costs, subject to an undertaking to repay such amounts if, and to the extent that, it is ultimately determined that he is not entitled to indemnification. The matter is ongoing. If this matter is resolved in favor of the third party and the Company is required to indemnify Mr. Boal for a loss, the Company may be required to make an indemnity payment. While the Company maintains directors’ and officers’ liability insurance, such insurance may not be applicable or adequate or cover all liabilities that may be incurred. Litigation In the ordinary course of business, the Company may be involved in lawsuits, claims, investigations, and proceedings consisting of intellectual property, commercial, employment, and other matters. The Company records a provision for these claims when it is both probable that a liability has been incurred and the amount of the loss, or a range of the potential loss, can be reasonably estimated. These provisions are reviewed regularly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information or events pertaining to a particular case. In the event that one or more of these matters were to result in a claim against the Company, an adverse outcome, including a judgment or settlement, may cause a material adverse effect on the Company’s future business, operating results, or financial condition. The Company reached a settlement of an existing claim and therefore recorded an accrual as of June 30, 2022. The Company believes that material liabilities associated with other existing claims are remote, and therefore, the Company has not recorded any additional accrual for the other existing claims as of June 30, 2022 and December 31, 2021. The Company expenses legal fees in the period in which they are incurred. Legal Proceedings The Company does not list all routine litigation matters with which it is a party. The Company discusses below certain pending matters. In determining whether to discuss a pending matter, the Company considers both quantitative and qualitative factors to assess materiality, such as, among others, the amount of damages alleged and the nature of other relief sought, if specified; its view of the merits of the claims and of the strength of its defenses; and whether the action purports to be, or is, a class action the jurisdiction in which the proceeding is pending. Catalina Marketing Corp. v. Quotient Technology Inc. On February 24, 2021, Catalina Marketing Corporation filed a complaint in the Florida Circuit Court of the Sixth Judicial District against the Company asserting claims for unlawful and unfair trade practices; tortious interference with business relationship; and tortious interference with prospective business relationship. The complaint alleges that the Company engaged in predatory pricing practices and misleading communications with potential customers in connection with its in-lane coupon solution. The complaint seeks unspecified compensatory and punitive damages and injunctive relief. While it is not possible at this time to predict with any degree of certainty the ultimate outcome of this action, the Company believes that Catalina’s claims lack merit. Result Marketing Group, Ltd. v. Southeastern Grocers et al. On June 17, 2021, Result Marketing Group, Ltd. (“RMG”) filed a complaint in the U.S. District Court for the Middle District of Florida, against Southeastern Grocers, LLC, Bio-Lo, LLC, Winn-Dixie Stores, Inc. (collectively, "SEG") and the Company. The complaint alleges SEG breached its non-disclosure agreement with RMG by providing the Company with RMG's trade secrets, including the business concept of and "playbook" for a retail media hub. The complaint alleges the Company and SEG misappropriated such trade secrets to develop the SEG Media Hub, and that the Company further misappropriated such trade secrets to develop its "retail performance media platform", which it sells to end users. The complaint further alleges that the Company interfered with RMG's contract and prospective business relationship with SEG. RMG contends that SEG defrauded it of no less than $59 million, and that the Company and SEG are jointly and severally liable for treble damages of no less than $177 million. The complaint seeks compensatory and punitive damages, a constructive trust, and attorney's fees. While it is not possible at this time to predict with any degree of certainty the ultimate outcome of this action, the Company believes that RMG’s claims lack merit. Fortis Advisors LLC v. Quotient Technology, Inc. On August 20, 2021, Fortis Advisors LLC, as the SavingStar stockholder representative, ("Fortis") filed a complaint in the Delaware Court of Chancery alleging breach of contract, declaratory judgment, and in the alternative, breach of the implied covenant of good faith and fair dealing. The complaint alleges that the Company ceased to make generally available the SavingStar customer relationship management (CRM) business, which would trigger an earnout payment of $8.5 million under the terms of the Agreement and Plan of Merger, dated August 23, 2018, between Quotient Technology Inc. and SavingStar, Inc. While the Company continues to believe the allegations underlying Fortis's complaint lack merit, in June 2022 the parties, without admitting to any liability, reached a settlement for an amount that did not have a material impact on the Company’s future business, operating results, or financial condition. Albertsons Companies, Inc. v. Quotient Technology, Inc. On November 16, 2021, the Company informed Albertsons Companies, Inc. (“Albertsons”) that, in light of Albertsons' failure to cure its material breach of the Services and Data Agreement ("the Agreement"), it was terminating the Agreement effective November 19, 2021. The Company offered to continue to provide certain services beyond the termination date for the benefit of the CPGs. On November 19, 2021, Albertsons filed a complaint against the Company in the Superior Court of the State of California, County of Santa Clara alleging claims of breach of contract and breach of implied covenant of good faith and fair dealing. The complaint alleges that the Company failed to achieve alleged minimum revenue targets, failed to make certain revenue share payments in the amount of $5.0 million, failed to pay a guaranteed annual minimum payment of $10.0 million under Statement of Work (SOW) No. 5, and improperly terminated the Agreement. On November 22, 2021, consistent with the Company's offer in its November 16, 2021 termination letter, the parties entered into a stipulation, where the Company agreed to sell campaigns through December 15, 2021, and provide services and support for those campaigns through February 26, 2022 so long as Albertsons provided the necessary logistical steps to enable the Company to deliver the services and support. The Company also agreed to support the In-Lane Tool through December 10, 2021. On December 9, 2021, Albertsons filed for a temporary restraining order to prevent the Company from discontinuing its digital-coupon-service or its In-Lane Tool or otherwise refusing to support Albertsons advertising and coupon programs, and for an order to show cause re preliminary injunction. On December 13, 2021, the Court issued an order denying Albertsons’ request for a temporary restraining order and order to show cause re preliminary injunction because, on the basis of the evidence presented by Albertsons, it found that Albertsons was unlikely to prevail on its claims at trial. The parties have entered into a stipulation, which is currently pending court approval, to stay the case temporarily to facilitate mediation. While it is not possible at this time to predict with any degree of certainty the ultimate outcome of this action, the Company believes that Albertsons’ claims lack merit. |
Employee Benefit Plan
Employee Benefit Plan | 6 Months Ended |
Jun. 30, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit PlanThe Company maintains a defined-contribution plan under Section 401(k) of the Internal Revenue Code. The 401(k) plan provides retirement benefits for eligible employees. Eligible employees may elect to contribute to the 401(k) plan. The Company provides a match of up to the lesser of 3% of each employee’s annual salary or $6,000, which vests immediately for employees with tenure of over a year of continuous employment. The Company’s matching contribution expense was $0.6 million and $1.3 million during the three and six months ended June 30, 2022, respectively, and $0.7 million and $1.4 million during the three and six months ended June 30, 2021, respectively. |
Information About Geographic Ar
Information About Geographic Areas | 6 Months Ended |
Jun. 30, 2022 | |
Segments, Geographical Areas [Abstract] | |
Information About Geographic Areas | Information About Geographic AreasRevenues generated outside of the United States were insignificant for all periods presented. Additionally, as the Company’s assets are primarily located in the United States, information regarding geographical location is not presented, as such amounts are immaterial to these condensed consolidated financial statements taken as a whole. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Restructuring In July 2022, the Company initiated a workforce reduction plan in connection with its ongoing business transformation efforts. The Company expects to record a restructuring charge of approximately $2.1 million during the three months ended September 30, 2022, primarily relating to severance costs for impacted employees. ABL Facility Waiver and Amendment In November 2021, we entered into a Loan, Guaranty, and Security Agreement (the "ABL Credit Agreement") which as of June 30, 2022 provided for an asset-backed revolving credit facility in the aggregate amount of $100.0 million and a sublimit for letters of credit of $10.0 million (the "ABL Facility"). Refer to Note 8 for further details related to the ABL Facility in place as of June 30, 2022. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed on March 1, 2022, as amended by its subsequent Form 10-K/A, Amendment No. 1, filed on April 29, 2022 (collectively, "Annual Report on Form 10-K"). The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2022 or for any other period. There have been no significant changes to the Company’s significant accounting policies described in the Annual Report on Form 10-K, that have had a material impact on its condensed consolidated financial statements and related notes. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Such management estimates include, but are not limited to, revenue recognition, collectability of accounts receivable, useful lives of intangible assets, estimates related to recoverability of long-lived assets and goodwill, stock-based compensation, restructuring accruals, legal contingencies, deferred income tax assets and associated valuation allowances and distribution fee commitments. These estimates generally require judgments, may involve the analysis of historical and prediction of future trends, and are subject to change from period to period. Actual results may differ from the Company’s estimates, and such differences may be material to the accompanying condensed consolidated financial statements. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Accounting Pronouncements Recently Adopted In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06 In connection with the adoption of this standard, the Company recognized a cumulative effect adjustment of $38.7 million to retained earnings on the Company’s condensed consolidated balance sheet as of January 1, 2022. This adjustment was primarily driven by the derecognition of interest expense related to the accretion of the debt discount associated with the embedded conversion option recorded in the prior period as required under the legacy guidance. In addition, the Company reclassified $50.7 million and issuance costs of $1.6 million from additional paid-in-capital to convertible senior notes, net on the Company’s condensed consolidated balance sheet as of January 1, 2022. The reclassification was recorded in order to combine the two legacy units of account into a single instrument classified as a liability since the bifurcation of the instrument into two units of account is no longer required under the new standard. Under the new guidance, the Company will no longer incur interest expense related to the accretion of the debt discount associated with the embedded conversion option. The Company will use the if-converted method to calculate diluted earnings-per-share (EPS). If the Company makes an irrevocable election to settle the principal of the convertible senior notes in cash and the excess conversion spread in shares, the if-converted method will result in a reduced number of shares issued to reflect only the excess conversion. Since the Company had a net loss for the three and six months ended June 30, 2022, the convertible senior notes were determined to be anti-dilutive and therefore had no impact to basic or diluted net loss per share for the period as a result of adopting ASU 2020-06. |
Revenue Recognition | Revenue Recognition The Company primarily generates revenue by providing digital media and promotions solutions to its customers and partners. Revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company determines revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, the Company satisfies a performance obligation The Company provides digital promotions, including digital coupons, and/or media programs to its customers, which consist of advertisers, retail partners and advertising agencies. The Company uses its proprietary technology platforms to create, target, deliver and analyze these programs for customers. The Company typically generates revenue, derived from customer use of these programs, on a cost-per-click, cost-per-impression, or cost-per-acquisition basis, and customers are typically billed monthly. Duration-based campaigns are generally billed prior to campaign launch. The pricing of digital promotions programs typically includes both promotion setup fees and promotion campaign fees. Promotion setup fees are related to the creation of digital promotions and set up of the underlying campaign on Quotient’s proprietary platforms for tracking of the related clicks. The Company recognizes revenues related to promotion setup fees over time, proportionally, on a per click basis using the number of authorized clicks, per insertion order, commencing on the date of the first click. A click refers to the consumer's action of activating a digital promotion through the Company’s proprietary technology platforms by either saving it to a retailer’s loyalty account for automatic digital redemption, or printing it for physical redemption at a retailer. Promotion campaign fees are usually determined on a per click basis. The Company typically recognizes revenues for digital promotion campaign fees as clicks occur. The Company also has a duration-based National Promotions offering, as part of its National Promotion business. This offering provides advertisers access to the Company’s proprietary platforms for a specific period of time (the campaign period) in exchange for a fixed fee. The Company provides a single service consisting of making the advertiser’s promotions available for use on its network each day during the campaign period, which generally is between seven and twenty-eight days. The Company has a stand-ready performance obligation that is satisfied over time; therefore, the Company recognizes revenue ratably over the campaign period. The Company’s media programs enable advertisers and retailers to distribute digital media to promote their brands and products on its retailers’ websites and mobile applications, and through a network of affiliate publishers and non-publisher third parties that display its media offerings on their websites or mobile applications. Pricing for media campaigns is usually determined on a cost-per-click, cost-per-impression, or cost-per-acquisition basis. The Company recognizes revenue each time a digital media ad is displayed or each time a user clicks on the media ad displayed on the Company’s websites, mobile applications or on third-party websites. Gross Versus Net Revenue Reporting In the normal course of business and through its distribution network, the Company delivers digital media and promotions on retailers’ websites through retailers’ loyalty programs, and on the websites of digital publishers. In these situations, the Company evaluates whether it is the principal (i.e., reporting revenues on a gross basis) or agent (i.e., reporting revenues on a net basis). The Company typically reports digital promotion and media advertising revenues for campaigns placed on third-party owned properties on a gross basis; that is, the amounts billed to its customers are recorded as revenues, and distribution fees paid to retailers or digital publishers are recorded as cost of revenues. The Company is the principal because it controls the digital promotion and media advertising inventory before it is transferred to its customers. The Company’s control is evidenced by its sole ability to monetize the digital coupon and media advertising inventory, by its being the party primarily responsible to its customers, and by its having discretion in establishing pricing for the delivery of the digital promotions and media, or a combination of these. In other cases (e.g., sponsored search and DOOH offerings), the Company reports revenues on a net basis, that is, the costs for digital advertising inventory and third-party data paid to suppliers are deducted from gross revenues to arrive at net revenues. The Company’s performance obligation in these arrangements is to provide the use of its platforms that enables customers to bid on real-time digital advertising inventory, use of data, and other add-on features in designing and executing their campaigns. The Company charges its customers a platform fee based on a percentage of the digital advertising inventory and data costs purchased through the use of its platforms. The platform fee is not contingent on the results of a digital media advertising campaign. The Company has determined that it is an agent in these arrangements because it does not have control of the digital advertising inventory before it is transferred to the customer and does not set prices. The Company also offers retailer-specific promotion and media campaign solutions (either, or both, also known as "shopper" offerings). The Company has determined that it is an agent in these arrangements as the customer (i.e., the retailer) controls the delivery of shopper promotion and media programs on its website and sets the pricing. The Company’s obligation in these arrangements is to provide use of its platforms to the retailers. The retailer determines how shopper promotions and media programs are executed through the Company’s platforms. Under these arrangements, the Company reports revenue on a net basis. Arrangements with Multiple Performance Obligations The Company’s contracts with customers may include multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling-price basis. The Company determines its best estimate of standalone selling prices based on its overall pricing objectives, taking into consideration market conditions and other factors, including the value of its contracts and the characteristics of targeted customers. Deferred Revenues Deferred revenues primarily relate to cash received or billings to customers associated with promotion setup fees, promotion campaign fees and digital media fees that are expected to be recognized upon click, or upon delivery of media impressions, or upon campaign duration, which generally occur within the next twelve months. The Company records deferred revenues, including amounts which are refundable, when cash payments are received or become due in advance of the Company satisfying its performance obligations. The decrease of $7.7 million in the deferred revenue balance for the six months ended June 30, 2022 is due to $31.7 million of recognized revenue, partially offset by cash payments of $24.0 million received or due in advance of satisfying the Company’s performance obligations, including $3.0 million which the Company determined should have been recognized in prior periods as the underlying performance obligations were satisfied in prior periods. The Company’s payment terms vary by the type and size of its customers. For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer. Practical Expedients and Exemptions The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which it recognizes revenue for an amount where it has the right to invoice for services performed. Sales Commissions The Company generally incurs and expenses sales commissions upon recognition of revenue for related goods and services, which typically occurs within one year or less. Sales commissions earned related to revenues for initial contracts are commensurate with sales commissions related to renewal contracts. These costs are recorded in sales and marketing expenses within the condensed consolidated statements of operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Revenues Disaggregated by Type of Services | The following table presents the Company’s revenues disaggregated by type of services (in thousands, unaudited). The majority of the Company’s revenue is generated from sales in the United States. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Promotion $ 42,605 $ 59,576 $ 92,767 $ 129,190 Media 26,646 64,304 54,940 110,006 Total Revenue $ 69,251 $ 123,880 $ 147,707 $ 239,196 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The Company’s fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis are as follows (in thousands): June 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 105,118 — — $ 105,118 Total $ 105,118 $ — $ — $ 105,118 Liabilities: Contingent consideration related to acquisitions — — — — Total $ — $ — $ — $ — December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market funds $ 105,004 — — $ 105,004 Total $ 105,004 $ — $ — $ 105,004 Liabilities: Contingent consideration related to acquisitions — — 22,275 22,275 Total $ — $ — $ 22,275 $ 22,275 |
Summary of Changes in Contingent Consideration | The following table represents the change in the contingent consideration (in thousands): Three Months Ended June 30, 2022 Six Months Ended June 30, 2022 Ubimo Elevaate Ubimo Elevaate Level 3 Level 3 Level 3 Level 3 Balance at the beginning of period $ — $ — $ 22,275 $ — Change in fair value during the period — — — — Payments made during the period — — (22,275) — Total $ — $ — $ — $ — Three Months Ended June 30, 2021 Six Months Ended June 30, 2021 Ubimo Elevaate Ubimo Elevaate Level 3 Level 3 Level 3 Level 3 Balance at the beginning of period $ 21,168 $ 8,571 $ 20,930 $ 8,524 Change in fair value during the period 242 — 480 47 Payments made during the period — (8,571) — (8,571) Total $ 21,410 $ — $ 21,410 $ — |
Allowance for Credit Losses (Ta
Allowance for Credit Losses (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Credit Loss [Abstract] | |
Summary of Activity in Allowance for Credit Losses | The summary of activity in the allowance for credit losses is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Balance at the beginning of period $ 2,106 $ 1,947 $ 2,500 $ 2,070 Provision for expected credit losses 1,736 392 1,856 585 Write-offs charged against the allowance, net of recoveries (127) (377) (641) (693) Balance at the end of period $ 3,715 $ 1,962 $ 3,715 $ 1,962 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |
Property and Equipment, Net | Property and equipment consist of the following (in thousands): June 30, December 31, Software $ 62,170 $ 51,093 Computer equipment 24,324 23,696 Leasehold improvements 5,759 8,362 Furniture and fixtures 2,279 2,552 Total 94,532 85,703 Accumulated depreciation and amortization (71,515) (68,052) Projects in process 79 5,009 Total property and equipment, net $ 23,096 $ 22,660 |
Accrued Compensation and Benefits | Accrued compensation and benefits consist of the following (in thousands): June 30, December 31, Bonus $ 4,956 $ 9,045 Payroll and related expenses 4,893 4,253 Commissions 2,918 5,838 Vacation 1,240 1,087 Total accrued compensation and benefits $ 14,007 $ 20,223 |
Other Current Liabilities | Other current liabilities consist of the following (in thousands): June 30, December 31, Distribution fees $ 23,609 $ 46,313 Operating lease liabilities 5,709 4,935 Traffic acquisition cost 4,937 12,033 Liability related to litigation settlements 4,750 — Prefunded liability 3,606 4,782 Rebate liability 1,439 2,444 Interest payable 292 292 Marketing expenses 94 636 Deferred cost related to a retailer agreement — 8,000 Other 14,014 15,844 Total other current liabilities $ 58,450 $ 95,279 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Gross Carrying Amount and Accumulated Amortization for Intangible Assets Intangible Assets | The following table summarizes the gross carrying amount and accumulated amortization for the intangible assets (in thousands): June 30, 2022 Gross Accumulated Net Weighted Media service rights $ 35,582 $ (34,486) $ 1,096 0.3 Developed technologies 27,170 (23,772) 3,398 1.3 Promotion service rights 24,426 (24,174) 252 0.2 Customer relationships 22,690 (20,019) 2,671 1.9 Data access rights 10,206 (10,206) — 0.0 Domain names 5,948 (5,596) 352 0.0 Trade names 2,823 (2,823) — 0.0 Vendor relationships 2,510 (2,510) — 0.0 Patents 975 (963) 12 0.3 Registered users 420 (420) — 0.0 $ 132,750 $ (124,969) $ 7,781 1.3 December 31, 2021 Gross Accumulated Net Weighted Media service rights $ 35,582 $ (32,282) $ 3,300 0.7 Developed technologies 27,170 (22,235) 4,935 1.7 Promotion service rights 24,426 (23,419) 1,007 0.6 Customer relationships 22,690 (19,311) 3,379 2.4 Data access rights 10,206 (10,206) — 0.0 Domain names 5,948 (5,596) 352 0.0 Trade names 2,823 (2,823) — 0.0 Vendor relationships 2,510 (2,510) — 0.0 Patents 975 (945) 30 0.8 Registered users 420 (420) — 0.0 $ 132,750 $ (119,747) $ 13,003 1.5 |
Estimated Amortization of Intangible Assets | Estimated future amortization expense related to intangible assets as of June 30, 2022 is as follows (in thousands): Total 2022, remaining six months $ 3,287 2023 3,583 2024 559 2025 — 2026 — 2027 and beyond — Total estimated amortization expense $ 7,429 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Net Carrying Amount of Liability Component | The net carrying amount of the liability component of the notes recorded in convertible senior notes, net on the condensed consolidated balance sheets was as follows (in thousands): June 30, December 31, Principal $ 200,000 $ 200,000 Unamortized debt discount — (10,358) Unamortized debt issuance costs (389) (856) Net carrying amount of the liability component $ 199,611 $ 188,786 |
Schedule of Interest Expense | The following table sets forth the interest expense related to the notes recognized in interest expense on the condensed consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Contractual interest expense $ 875 $ 875 $ 1,750 $ 1,750 Amortization of debt discount — 2,653 — 5,267 Amortization of debt issuance costs 233 232 466 464 Total interest expense related to the Notes $ 1,108 $ 3,760 $ 2,216 $ 7,481 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Assumptions Used to Estimate the Fair Value of Stock Options | The fair value of each option was estimated using the Black-Scholes model on the date of grant for the periods presented using the following assumptions: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Expected life (in years) 6.02 0.00 6.02 0.00 Risk-free interest rate 2.96% —% 2.96% —% Volatility 50% —% 50% —% Dividend yield — — — — |
Summary of Stock Option and Restricted Stock Units Award Activity | A summary of the Company’s stock option and RSU, including PSU, award activity under the 2013 Plan is as follows: RSUs Outstanding Options Outstanding Shares Number of Weighted Number of Weighted Weighted Aggregate Balance at December 31, 2021 10,168,061 5,381,039 $ 10.78 6,897,993 $ 11.32 4.89 $ 1,596 Increase in shares authorized 3,791,177 — — — — — — Options granted (600,000) — — 600,000 4.03 — — Options exercised — — — — — — — Options canceled or expired 333,023 — — (333,023) $ 6.66 — — RSUs granted (3,812,808) 3,812,808 $ 4.99 — — — — RSUs vested — (2,122,473) $ 8.87 — — — — RSUs canceled or expired 1,498,322 (1,498,322) $ 9.66 — — — — RSUs vested and withheld for taxes 874,945 — — — — — — Balance as of June 30, 2022 12,252,720 5,573,052 $ 7.85 7,164,970 $ 6.95 4.34 $ — Vested and exercisable as of June 30, 2022 5,968,311 $ 7.14 3.47 $ — |
Summary of Assumptions Used to Estimate the Fair Value of Employee Stock Purchase Plan | The fair value of the option feature is estimated using the Black-Scholes model for the period presented based on the following assumptions: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Expected life (in years) 0.5 0.5 0.50 0.5 Risk-free interest rate 1.54% 0.03% 0.07% - 1.54% 0.03% - 0.12% Volatility 65% 75% 60% - 65% 60% - 75% Dividend yield — — — — |
Schedule of Stock Based Compensation Expense | The following table sets forth the total stock-based compensation expense resulting from stock options, RSUs and ESPP shares included in the Company’s condensed consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cost of revenues $ 500 $ 401 $ 1,032 $ 824 Sales and marketing 812 1,181 1,703 2,436 Research and development 674 977 1,641 1,949 General and administrative 15,141 3,981 18,493 7,175 Total stock-based compensation expense $ 17,127 $ 6,540 $ 22,869 $ 12,384 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share | The computation of the Company’s basic and diluted net loss per share is as follows (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net loss $ (43,358) $ (17,201) $ (69,664) $ (30,615) Weighted-average number of common shares 95,369 93,645 95,148 93,038 Net loss per share, basic and diluted $ (0.45) $ (0.18) $ (0.73) $ (0.33) |
Schedule of Outstanding Common Equivalent Shares Excluded from Computation of Diluted Net Loss Per Share | The outstanding common equivalent shares excluded from the computation of the diluted net loss per share for the periods presented because including them would have been antidilutive are as follows (in thousands): Three and Six Months Ended June 30, 2022 2021 Stock options and ESPP 7,222 6,968 Restricted stock units 5,573 5,073 Shares related to convertible senior notes 11,521 11,521 24,316 23,562 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of Supplemental Cash Flow Information Related to Operating Leases | Supplemental cash flow information related to operating leases was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cash paid for operating lease liabilities $ 1,651 $ 1,193 $ 2,981 $ 2,143 Right-of-use assets obtained in exchange for — — — 3,942 |
Supplemental Balance Sheet Information Related to Operating Leases | Supplemental balance sheet information related to operating leases was as follows (in thousands, except lease term and discount rate): June 30, 2022 December 31, 2021 Operating right-of-use assets reported as: Operating lease right-of-use assets $ 16,230 $ 23,874 Operating lease liabilities reported as: Other current liabilities $ 5,709 $ 4,935 Other non-current liabilities 24,075 26,903 Total operating lease liabilities $ 29,784 $ 31,838 Weighted average remaining lease term (in years) 5.7 6.2 Weighted average discount rate 5.1 % 5.0 % |
Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities were as follows (in thousands): Operating Leases 2022, remaining six months $ 3,681 2023 6,840 2024 6,191 2025 4,799 2026 3,344 2027 and thereafter 9,837 Total lease payments $ 34,692 Less: Imputed Interest (4,908) Total $ 29,784 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jan. 01, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Nov. 17, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2017 | |
Disaggregation of Revenue [Line Items] | |||||||||
Cash and cash equivalents | $ 214,942,000 | $ 237,417,000 | |||||||
Debt instrument fixed interest rate per annum | 1.75% | ||||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2020-06 | Accounting Standards Update 2020-06 | |||||||
Stockholders' equity, retained earnings | $ 202,900,000 | 174,978,000 | $ 239,772,000 | $ 234,702,000 | $ 250,569,000 | $ 247,029,000 | |||
Decrease in deferred revenue due to performance obligations | (7,741,000) | 5,950,000 | |||||||
Deferred revenue, revenue recognized | 3,000,000 | 31,700,000 | |||||||
Deferred revenue due to performance obligations | 24,000,000 | ||||||||
Revision of Prior Period, Reclassification, Adjustment | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Reclassification to short term debt | $ 50,700,000 | ||||||||
Issuance cost | 1,600,000 | ||||||||
Accumulated deficit: | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Stockholders' equity, retained earnings | $ (483,445,000) | (526,803,000) | $ (480,919,000) | (495,872,000) | $ (463,718,000) | $ (450,304,000) | |||
Cumulative Effect, Period of Adoption, Adjustment | Accumulated deficit: | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Stockholders' equity, retained earnings | $ 38,700,000 | 38,733,000 | |||||||
1.75% Convertible Senior Notes Due 2022 | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Issuance cost | $ 389,000 | $ 856,000 | |||||||
1.75% Convertible Senior Notes Due 2022 | Senior Notes | |||||||||
Disaggregation of Revenue [Line Items] | |||||||||
Debt instrument aggregate principal amount | $ 200,000,000 | ||||||||
Debt instrument fixed interest rate per annum | 1.75% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Revenues Disaggregated by Type of Services (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 69,251 | $ 123,880 | $ 147,707 | $ 239,196 |
Promotion | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 42,605 | 59,576 | 92,767 | 129,190 |
Media | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 26,646 | $ 64,304 | $ 54,940 | $ 110,006 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Total assets fair value | $ 105,118 | $ 105,004 |
Liabilities: | ||
Contingent consideration related to acquisitions | 0 | 22,275 |
Total liabilities fair value | 0 | 22,275 |
Money market funds | ||
Assets: | ||
Cash equivalents fair value | 105,118 | 105,004 |
Level 1 | ||
Assets: | ||
Total assets fair value | 105,118 | 105,004 |
Liabilities: | ||
Contingent consideration related to acquisitions | 0 | 0 |
Total liabilities fair value | 0 | 0 |
Level 1 | Money market funds | ||
Assets: | ||
Cash equivalents fair value | 105,118 | 105,004 |
Level 2 | ||
Assets: | ||
Total assets fair value | 0 | 0 |
Liabilities: | ||
Contingent consideration related to acquisitions | 0 | 0 |
Total liabilities fair value | 0 | 0 |
Level 2 | Money market funds | ||
Assets: | ||
Cash equivalents fair value | 0 | 0 |
Level 3 | ||
Assets: | ||
Total assets fair value | 0 | 0 |
Liabilities: | ||
Contingent consideration related to acquisitions | 0 | 22,275 |
Total liabilities fair value | 0 | 22,275 |
Level 3 | Money market funds | ||
Assets: | ||
Cash equivalents fair value | $ 0 | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Changes in Contingent Consideration (Details) - Level 3 - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Ubimo | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance at the beginning of period | $ 0 | $ 21,168 | $ 22,275 | $ 20,930 |
Change in fair value during the period | 0 | 242 | 0 | 480 |
Payments made during the period | 0 | 0 | (22,275) | 0 |
Total | 0 | 21,410 | 0 | 21,410 |
Elevaate | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Balance at the beginning of period | 0 | 8,571 | 0 | 8,524 |
Change in fair value during the period | 0 | 0 | 0 | 47 |
Payments made during the period | 0 | (8,571) | 0 | (8,571) |
Total | $ 0 | $ 0 | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Nov. 17, 2021 | Nov. 19, 2019 | Nov. 30, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Charge related to changes in fair value of contingent consideration | $ 0 | $ 200,000 | $ 0 | $ 500,000 | ||||
Change in fair value of contingent consideration | 0 | $ 242,000 | 0 | $ 527,000 | ||||
Debt instrument fixed interest rate per annum | 1.75% | |||||||
Ubimo | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Contingent consideration paid out | 22,300,000 | |||||||
Business Combination, Contingent Consideration, Liability, Noncurrent | 0 | 0 | $ 5,700,000 | |||||
Contingent consideration related to acquisitions | 5,700,000 | 5,700,000 | ||||||
Change in fair value of contingent consideration | 16,600,000 | |||||||
1.75% Convertible Senior Notes Due 2022 | Senior Notes | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Debt instrument fixed interest rate per annum | 1.75% | |||||||
1.75% Convertible Senior Notes Due 2022 | Level 2 | Senior Notes | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Debt instrument fixed interest rate per annum | 1.75% | |||||||
Fair value of convertible senior notes | $ 191,600,000 | $ 191,600,000 | $ 193,800,000 |
Allowance for Credit Losses - S
Allowance for Credit Losses - Summary of Activity in Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Balance at the beginning of period | $ 2,106 | $ 1,947 | $ 2,500 | $ 2,070 |
Provision for expected credit losses | 1,736 | 392 | 1,856 | 585 |
Write-offs charged against the allowance, net of recoveries | (127) | (377) | (641) | (693) |
Balance at the end of period | $ 3,715 | $ 1,962 | $ 3,715 | $ 1,962 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Total | $ 94,532 | $ 85,703 |
Accumulated depreciation and amortization | (71,515) | (68,052) |
Projects in process | 79 | 5,009 |
Total property and equipment, net | 23,096 | 22,660 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Total | 62,170 | 51,093 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Total | 24,324 | 23,696 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Total | 5,759 | 8,362 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, Total | $ 2,279 | $ 2,552 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |||||
Depreciation | $ 2.1 | $ 1.5 | $ 4 | $ 3.5 | |
Capitalized costs | 5.7 | 2.1 | 8.2 | 4.4 | |
Amortization expense | 1.3 | $ 0.7 | 2.3 | $ 1.8 | |
Unamortized costs | 16 | 16 | $ 11.6 | ||
Computer software, impairments | $ 1.4 | $ 1.4 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Compensation and Benefits (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Bonus | $ 4,956 | $ 9,045 |
Payroll and related expenses | 4,893 | 4,253 |
Commissions | 2,918 | 5,838 |
Vacation | 1,240 | 1,087 |
Total accrued compensation and benefits | $ 14,007 | $ 20,223 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Balance Sheet Related Disclosures [Abstract] | ||
Distribution fees | $ 23,609 | $ 46,313 |
Operating lease liabilities | 5,709 | 4,935 |
Traffic acquisition cost | 4,937 | 12,033 |
Liability related to litigation settlements | 4,750 | 0 |
Prefunded liability | 3,606 | 4,782 |
Rebate liability | 1,439 | 2,444 |
Interest payable | 292 | 292 |
Marketing expenses | 94 | 636 |
Deferred cost related to a retailer agreement | 0 | 8,000 |
Other | 14,014 | 15,844 |
Total other current liabilities | $ 58,450 | $ 95,279 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Nov. 19, 2019 | Oct. 26, 2018 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||||
Contingent consideration liability | $ 0 | $ 22,275,000 | |||
Contingent consideration paid out, financing activity | 5,686,000 | $ 6,121,000 | |||
Ubimo | |||||
Business Acquisition [Line Items] | |||||
Total preliminary acquisition consideration | $ 20,700,000 | ||||
Cash payments for purchase of assets | 15,000,000 | ||||
Contingent consideration payable in cash | 24,800,000 | ||||
Contingent consideration, fair value | $ 5,700,000 | 0 | |||
Contingent consideration paid out including certain bonuses | 24,700,000 | ||||
Contingent consideration liability | 22,300,000 | ||||
Other current liabilities related to acquisition | 2,400,000 | ||||
Contingent consideration paid out, financing activity | 5,700,000 | ||||
Contingent consideration paid out, operating activity | $ 19,000,000 | ||||
Elevaate | |||||
Business Acquisition [Line Items] | |||||
Total preliminary acquisition consideration | $ 13,300,000 | ||||
Cash payments for purchase of assets | 7,200,000 | ||||
Contingent consideration payable in cash | 18,500,000 | ||||
Contingent consideration, fair value | $ 6,100,000 | ||||
Contingent consideration paid out including certain bonuses | 9,000,000 | ||||
Contingent consideration liability | 8,600,000 | ||||
Other current liabilities related to acquisition | 400,000 | ||||
Contingent consideration paid out, financing activity | 6,100,000 | ||||
Contingent consideration paid out, operating activity | $ 2,900,000 |
Intangible Assets - Summary of
Intangible Assets - Summary of Gross Carrying Amount and Accumulated Amortization for Intangible Assets Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 132,750 | $ 132,750 |
Accumulated Amortization | (124,969) | (119,747) |
Net | $ 7,781 | $ 13,003 |
Weighted Average Amortization Period (Years) | 1 year 3 months 18 days | 1 year 6 months |
Media service rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 35,582 | $ 35,582 |
Accumulated Amortization | (34,486) | (32,282) |
Net | $ 1,096 | $ 3,300 |
Weighted Average Amortization Period (Years) | 3 months 18 days | 8 months 12 days |
Developed technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 27,170 | $ 27,170 |
Accumulated Amortization | (23,772) | (22,235) |
Net | $ 3,398 | $ 4,935 |
Weighted Average Amortization Period (Years) | 1 year 3 months 18 days | 1 year 8 months 12 days |
Promotion service rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 24,426 | $ 24,426 |
Accumulated Amortization | (24,174) | (23,419) |
Net | $ 252 | $ 1,007 |
Weighted Average Amortization Period (Years) | 2 months 12 days | 7 months 6 days |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 22,690 | $ 22,690 |
Accumulated Amortization | (20,019) | (19,311) |
Net | $ 2,671 | $ 3,379 |
Weighted Average Amortization Period (Years) | 1 year 10 months 24 days | 2 years 4 months 24 days |
Data access rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 10,206 | $ 10,206 |
Accumulated Amortization | (10,206) | (10,206) |
Net | $ 0 | $ 0 |
Weighted Average Amortization Period (Years) | 0 years | 0 years |
Domain names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 5,948 | $ 5,948 |
Accumulated Amortization | (5,596) | (5,596) |
Net | $ 352 | $ 352 |
Weighted Average Amortization Period (Years) | 0 years | 0 years |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 2,823 | $ 2,823 |
Accumulated Amortization | (2,823) | (2,823) |
Net | $ 0 | $ 0 |
Weighted Average Amortization Period (Years) | 0 years | 0 years |
Vendor relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 2,510 | $ 2,510 |
Accumulated Amortization | (2,510) | (2,510) |
Net | $ 0 | $ 0 |
Weighted Average Amortization Period (Years) | 0 years | 0 years |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 975 | $ 975 |
Accumulated Amortization | (963) | (945) |
Net | $ 12 | $ 30 |
Weighted Average Amortization Period (Years) | 3 months 18 days | 9 months 18 days |
Registered users | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 420 | $ 420 |
Accumulated Amortization | (420) | (420) |
Net | $ 0 | $ 0 |
Weighted Average Amortization Period (Years) | 0 years | 0 years |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense of intangible assets | $ 2.6 | $ 6.2 | $ 5.2 | $ 13.6 | |
Domain names | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Indefinite lived intangible, gross value | $ 0.4 | $ 0.4 | $ 0.4 |
Intangible Assets - Estimated A
Intangible Assets - Estimated Amortization of Intangible Assets (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022, remaining six months | $ 3,287 |
2023 | 3,583 |
2024 | 559 |
2025 | 0 |
2026 | 0 |
2027 and beyond | 0 |
Total estimated amortization expense | $ 7,429 |
Debt Obligations - Additional I
Debt Obligations - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||
Aug. 05, 2022 USD ($) | Nov. 30, 2017 USD ($) d $ / shares | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Nov. 30, 2021 USD ($) | Nov. 17, 2021 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Line of Credit Facility [Line Items] | ||||||||||||
Debt instrument fixed interest rate per annum | 1.75% | |||||||||||
Increase to the carrying amount of the convertible notes | $ 10,400,000 | |||||||||||
Increase to retained earnings | $ (526,803,000) | $ (526,803,000) | (495,872,000) | |||||||||
Decease to additional paid-in capital | (174,978,000) | $ (239,772,000) | (174,978,000) | $ (239,772,000) | $ (202,900,000) | (234,702,000) | $ (250,569,000) | $ (247,029,000) | ||||
Revolving Credit Facility | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Current borrowing capacity | $ 100,000,000 | $ 100,000,000 | ||||||||||
Revolving Credit Facility | Subsequent Event | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Current borrowing capacity | $ 50,000,000 | |||||||||||
Decrease in credit facility | $ 5,000,000 | |||||||||||
Letter of Credit | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Current borrowing capacity | $ 10,000,000 | $ 10,000,000 | ||||||||||
Interest rate on outstanding loans | 2% | |||||||||||
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06 | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Increase to retained earnings | 38,700,000 | |||||||||||
Decease to additional paid-in capital | $ 49,100,000 | |||||||||||
1.75% Convertible Senior Notes Due 2022 | Senior Notes | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Debt instrument aggregate principal amount | $ 200,000,000 | |||||||||||
Debt instrument fixed interest rate per annum | 1.75% | |||||||||||
Net proceeds from the debt offering, after deducting transaction costs | $ 193,800,000 | |||||||||||
Convertible notes, conversion ratio | 0.0576037 | |||||||||||
Convertible notes, initial conversion price (in USD per share) | $ / shares | $ 17.36 | |||||||||||
Convertible notes, percentage of conversion price | 130% | |||||||||||
Convertible notes, redemption percentage | 100% | |||||||||||
Convertible notes, sinking fund | $ 0 | |||||||||||
Carrying amount of the liability component | 149,300,000 | |||||||||||
Carrying amount of the equity component | $ 50,700,000 | |||||||||||
Convertible notes, effective interest rate | 5.80% | |||||||||||
Debt issuance costs | $ 6,200,000 | |||||||||||
Amortization of interest expense | 4,600,000 | $ 233,000 | $ 232,000 | $ 466,000 | $ 464,000 | |||||||
Adjustments to additional paid in capital, equity component of debt issuance costs | $ 1,600,000 | |||||||||||
1.75% Convertible Senior Notes Due 2022 | Senior Notes | Maximum | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Convertible notes, percentage of last reported sale price of common stock | 98% | |||||||||||
1.75% Convertible Senior Notes Due 2022 | Senior Notes | 130% Applicable Conversion Price | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Convertible notes, consecutive trading days | d | 20 | |||||||||||
Convertible notes, threshold consecutive trading days | d | 30 | |||||||||||
Convertible notes, trading days preceding notice of redemption | d | 3 | |||||||||||
Convertible notes, redemption percentage | 100% | |||||||||||
1.75% Convertible Senior Notes Due 2022 | Senior Notes | 90% Applicable Conversion Price | ||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||
Convertible notes, consecutive trading days | d | 5 | |||||||||||
Convertible notes, threshold consecutive trading days | d | 5 |
Debt Obligations - Schedule of
Debt Obligations - Schedule of Net Carrying Amount of Liability Component (Details) - 1.75% Convertible Senior Notes Due 2022 - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Line of Credit Facility [Line Items] | ||
Principal | $ 200,000 | $ 200,000 |
Unamortized debt discount | 0 | (10,358) |
Unamortized debt issuance costs | (389) | (856) |
Net carrying amount of the liability component | $ 199,611 | $ 188,786 |
Debt Obligations - Schedule o_2
Debt Obligations - Schedule of Interest Expense (Details) - 1.75% Convertible Senior Notes Due 2022 - Senior Notes - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2017 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Line of Credit Facility [Line Items] | |||||
Contractual interest expense | $ 875 | $ 875 | $ 1,750 | $ 1,750 | |
Amortization of debt discount | 0 | 2,653 | 0 | 5,267 | |
Amortization of debt issuance costs | $ 4,600 | 233 | 232 | 466 | 464 |
Total interest expense related to the Notes | $ 1,108 | $ 3,760 | $ 2,216 | $ 7,481 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Mar. 01, 2022 | Mar. 01, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Feb. 28, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options granted (in shares) | 600,000 | ||||||
Restricted stock units granted (in shares) | 3,812,808 | ||||||
Stock-based compensation | $ 17,127 | $ 6,540 | $ 22,869 | $ 12,384 | |||
Issuance of common stock, stock purchase plan (in shares) | 2,639,420 | ||||||
Shares available for issuance (in shares) | 1,760,580 | 1,760,580 | |||||
Unrecognized stock based compensation | $ 38,400 | $ 38,400 | |||||
Share-based compensation capitalized | $ 300 | 100 | $ 500 | 200 | |||
February 2021 Share Repurchase Program | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Repurchase of authorized common stock, up to | $ 50,000 | ||||||
Number of shares repurchased (in shares) | 0 | ||||||
2013 Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock reserved for future issuance (in shares) | 4,000,000 | 4,000,000 | |||||
Percentage of outstanding stock | 4% | ||||||
Options expiration period | 10 years | ||||||
2013 Equity Incentive Plan | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Granted price per share percent | 100% | ||||||
Performance-Based Restricted Stock Units | 2021 PSU Awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Restricted stock units granted (in shares) | 938,831 | ||||||
Restricted stock units granted (in USD per share) | $ 13.28 | ||||||
Vesting period | 3 years | ||||||
Stock-based compensation | $ 0 | 1,000 | $ 0 | 1,400 | |||
Performance-Based Restricted Stock Units | 2022 PSU Awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Restricted stock units granted (in shares) | 1,171,494 | ||||||
Stock-based compensation | 1,800 | $ 2,100 | |||||
Performance-Based Restricted Stock Units | 2022 PSU Awards | Share-based Payment Arrangement, Tranche One | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Restricted stock units granted (in USD per share) | $ 4.82 | ||||||
Performance-Based Restricted Stock Units | 2022 PSU Awards | Share-based Payment Arrangement, Tranche Two | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Restricted stock units granted (in USD per share) | 3.87 | ||||||
Performance-Based Restricted Stock Units | 2022 PSU Awards | Share-based Payment Arrangement, Tranche Three | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Restricted stock units granted (in USD per share) | $ 3.14 | ||||||
Restricted stock units | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Restricted stock units granted (in shares) | 3,812,808 | ||||||
Restricted stock units granted (in USD per share) | $ 4.99 | ||||||
Fair value of options vested, total | 1,000 | $ 1,200 | $ 1,900 | $ 2,600 | |||
Unrecognized stock based compensation | 34,800 | $ 34,800 | |||||
Unrecognized stock based compensation, amortized weighted average period | 2 years 6 months | ||||||
2013 Employee Stock Purchase Plan ("ESPP") | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Maximum contribution of base compensation for employee stock purchase plan | 15% | ||||||
Offering period of employee stock purchase plan | 6 months | ||||||
Purchase price of common stock percentage of fair market value | 85% | ||||||
Stock Options, RSUs and PSUs | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation | $ 12,000 | ||||||
Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options granted (in shares) | 0 | 0 | |||||
Weighted average grant date fair value (in USD per share) | $ 2.05 | $ 2.05 | |||||
Unrecognized stock based compensation | $ 3,600 | $ 3,600 | |||||
Unrecognized stock based compensation, amortized weighted average period | 2 years 1 month 28 days |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Assumptions Used to Estimate the Fair Value of Stock Options and Employee Stock Purchase Plan (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected life (in years) | 6 years 7 days | 0 years | 6 years 7 days | 0 years |
Risk-free interest rate | 2.96% | 0% | 2.96% | 0% |
Volatility | 50% | 0% | 50% | 0% |
Dividend yield | 0% | 0% | 0% | 0% |
Employee Stock Purchase Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected life (in years) | 6 months | 6 months | 6 months | 6 months |
Risk-free interest rate | 1.54% | 0.03% | ||
Volatility | 65% | 75% | ||
Dividend yield | 0% | 0% | 0% | 0% |
Employee Stock Purchase Plan | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate | 0.07% | 0.03% | ||
Volatility | 60% | 60% | ||
Employee Stock Purchase Plan | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate | 1.54% | 0.12% | ||
Volatility | 65% | 75% |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option and Restricted Stock Units Award Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Shares Available for Grant | ||
Beginning balance (in shares) | 10,168,061 | |
Increase in shares authorized (in shares) | 3,791,177 | |
Options granted (in shares) | (600,000) | |
Options canceled or expired (in shares) | 333,023 | |
RSUs granted (in shares) | (3,812,808) | |
RSUs canceled or expired (in shares) | 1,498,322 | |
RSUs vested and withheld for taxes (in shares) | 874,945 | |
Ending balance (in shares) | 12,252,720 | 10,168,061 |
RSUs Outstanding, Number of Shares | ||
RSUs granted (in shares) | 3,812,808 | |
RSUs canceled or expired (in shares) | (1,498,322) | |
Options Outstanding, Number of Shares | ||
Beginning balance (in shares) | 6,897,993 | |
Options granted (in shares) | 600,000 | |
Options canceled or expired (in shares) | (333,023) | |
Ending balance (in shares) | 7,164,970 | 6,897,993 |
Vested and exercisable at the end of period (in shares) | 5,968,311 | |
Options Outstanding, Weighted Average Exercise Price | ||
Weighted Average Exercise Price, Options Outstanding (in USD per share) | $ 6.95 | $ 11.32 |
Options granted (in USD per share) | 4.03 | |
Options canceled or expired (in USD per share) | 6.66 | |
Vested and exercisable at the end of period (in USD per share) | $ 7.14 | |
Options Outstanding, Weighted Average Remaining Contractual Term (Years) / Aggregate Intrinsic Value | ||
Weighted average remaining contractual term (years) | 4 years 4 months 2 days | 4 years 10 months 20 days |
Vested and exercisable at the end of period, weighted average remaining contractual term (years) | 3 years 5 months 19 days | |
Beginning balance, aggregate intrinsic value | $ 1,596 | |
Ending balance, aggregate intrinsic value | 0 | $ 1,596 |
Vested and exercisable at the end of period, aggregate intrinsic value | $ 0 | |
Restricted stock units | ||
Shares Available for Grant | ||
RSUs granted (in shares) | (3,812,808) | |
RSUs canceled or expired (in shares) | 1,498,322 | |
RSUs Outstanding, Number of Shares | ||
Beginning balance (in shares) | 5,381,039 | |
RSUs granted (in shares) | 3,812,808 | |
RSUs vested (in shares) | (2,122,473) | |
RSUs canceled or expired (in shares) | (1,498,322) | |
Ending balance (in shares) | 5,573,052 | 5,381,039 |
RSUs Outstanding, Weighted Average Grant Date Fair Value | ||
Beginning balance (in USD per share) | $ 10.78 | |
RSUs granted (in USD per share) | 4.99 | |
RSUs vested (in USD per share) | 8.87 | |
RSUs canceled or expired (in USD per share) | 9.66 | |
Ending balance (in USD per share) | $ 7.85 | $ 10.78 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 17,127 | $ 6,540 | $ 22,869 | $ 12,384 |
Cost of revenues | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 500 | 401 | 1,032 | 824 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 812 | 1,181 | 1,703 | 2,436 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | 674 | 977 | 1,641 | 1,949 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Stock-based compensation | $ 15,141 | $ 3,981 | $ 18,493 | $ 7,175 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes | $ 2,346 | $ 218 | $ 2,512 | $ 467 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (43,358) | $ (17,201) | $ (69,664) | $ (30,615) |
Weighted-average number of common shares used in computing net loss per share, basic (in shares) | 95,369 | 93,645 | 95,148 | 93,038 |
Weighted-average number of common shares used in computing net loss per share, diluted (in shares) | 95,369 | 93,645 | 95,148 | 93,038 |
Net loss per share, basic (in USD per share) | $ (0.45) | $ (0.18) | $ (0.73) | $ (0.33) |
Net loss per share, diluted (in USD per share) | $ (0.45) | $ (0.18) | $ (0.73) | $ (0.33) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Outstanding Common Equivalent Shares Excluded from Computation of Diluted Net Loss Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Outstanding common equivalent shares (in shares) | 24,316 | 23,562 | 24,316 | 23,562 |
Stock options and ESPP | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Outstanding common equivalent shares (in shares) | 7,222 | 6,968 | 7,222 | 6,968 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Outstanding common equivalent shares (in shares) | 5,573 | 5,073 | 5,573 | 5,073 |
Shares related to convertible senior notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Outstanding common equivalent shares (in shares) | 11,521 | 11,521 | 11,521 | 11,521 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Lessee, Lease, Description [Line Items] | ||||
Basic annual rent agreed to pay | $ 34,692 | $ 34,692 | ||
Total lease costs | 1,300 | $ 1,500 | 2,800 | $ 3,000 |
Operating lease costs for right-of-use assets | 1,300 | 1,300 | 2,700 | 2,600 |
Short-term lease costs related to short-term operating leases | 0 | $ 200 | 100 | $ 400 |
Asset impairment charges | $ 3,900 | $ 10,000 | ||
Professional Sports Team Suite | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, term of contract | 20 years | 20 years | ||
Basic annual rent agreed to pay | $ 5,000 | $ 5,000 | ||
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, term of contract | 1 year | 1 year | ||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease, term of contract | 10 years | 10 years | ||
Operating lease, renewal term | 6 years | 6 years |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||||
Cash paid for operating lease liabilities | $ 1,651 | $ 1,193 | $ 2,981 | $ 2,143 |
Right-of-use assets obtained in exchange for lease obligations | $ 0 | $ 0 | $ 0 | $ 3,942 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Operating Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 16,230 | $ 23,874 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities | Other current liabilities |
Other current liabilities | $ 5,709 | $ 4,935 |
Other non-current liabilities | 24,075 | 26,903 |
Total operating lease liabilities | $ 29,784 | $ 31,838 |
Weighted average remaining lease term (in years) | 5 years 8 months 12 days | 6 years 2 months 12 days |
Weighted average discount rate | 5.10% | 5% |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2022, remaining six months | $ 3,681 | |
2023 | 6,840 | |
2024 | 6,191 | |
2025 | 4,799 | |
2026 | 3,344 | |
2027 and thereafter | 9,837 | |
Total lease payments | 34,692 | |
Less: Imputed Interest | (4,908) | |
Total | $ 29,784 | $ 31,838 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||||
Nov. 19, 2021 | Aug. 20, 2021 | Jun. 17, 2021 | Jun. 30, 2022 | Dec. 31, 2020 | Oct. 31, 2021 | |
Commitments And Contingencies [Line Items] | ||||||
Loss on contract settlement | $ 8.8 | |||||
Estimated potential loss on retailer agreement | $ 8.5 | |||||
Result Marketing Group, Ltd. v. Southeastern Grocers et al | Southeastern Grocers | ||||||
Commitments And Contingencies [Line Items] | ||||||
Damages | $ 59 | |||||
Result Marketing Group, Ltd. v. Southeastern Grocers et al | Southeastern Grocers and Quotient Technology, Inc | ||||||
Commitments And Contingencies [Line Items] | ||||||
Damages | $ 177 | |||||
Fortis Advisors LLC v. Quotient Technology, Inc | ||||||
Commitments And Contingencies [Line Items] | ||||||
Earnout payment | $ 8.5 | |||||
Albertsons Companies, Inc. v. Quotient Technology, Inc | ||||||
Commitments And Contingencies [Line Items] | ||||||
Minimum revenue targets | $ 5 | |||||
Annual minimum payment | $ 10 | |||||
Open Purchase Commitments | ||||||
Commitments And Contingencies [Line Items] | ||||||
Distribution fees, software license fees and marketing services | $ 5.6 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Retirement Benefits [Abstract] | ||||
Rate at which the company matches employee contribution | 3% | |||
Maximum contribution amount | $ 6,000 | |||
Matching contribution expense | $ 600,000 | $ 700,000 | $ 1,300,000 | $ 1,400,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Aug. 05, 2022 | Sep. 30, 2022 | Nov. 30, 2021 | Nov. 17, 2021 | |
Revolving Credit Facility | ||||
Subsequent Event [Line Items] | ||||
Current borrowing capacity | $ 100 | $ 100 | ||
Letter of Credit | ||||
Subsequent Event [Line Items] | ||||
Current borrowing capacity | $ 10 | $ 10 | ||
Subsequent Event | Revolving Credit Facility | ||||
Subsequent Event [Line Items] | ||||
Current borrowing capacity | $ 50 | |||
Decrease in credit facility | $ 5 | |||
Subsequent Event | Forecast | ||||
Subsequent Event [Line Items] | ||||
Restructuring charges | $ 2.1 |