Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 03, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
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 | |
Title of 12(b) Security | Common stock, $0.00001 par value | |
Trading Symbol | QUOT | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 99,730,174 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001115128 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 44,900 | $ 56,891 |
Accounts receivable, net of allowance for credit losses of $203 and $706 at June 30, 2023 and December 31, 2022, respectively | 69,093 | 98,049 |
Prepaid expenses and other current assets | 26,435 | 19,791 |
Total current assets | 140,428 | 174,731 |
Property and equipment, net | 32,065 | 28,773 |
Operating lease right-of-use assets | 12,703 | 14,475 |
Intangible assets, net | 2,567 | 4,494 |
Goodwill | 128,427 | 128,427 |
Other assets | 10,050 | 12,259 |
Total assets | 326,240 | 363,159 |
Current liabilities: | ||
Accounts payable | 28,930 | 30,027 |
Accrued compensation and benefits | 6,296 | 12,060 |
Other current liabilities | 44,141 | 53,255 |
Deferred revenues | 20,059 | 15,519 |
Short-term debt | 2,750 | 2,750 |
Total current liabilities | 102,176 | 113,611 |
Operating lease liabilities | 18,454 | 21,221 |
Other non-current liabilities | 740 | 468 |
Long-term debt | 47,197 | 48,034 |
Deferred tax liabilities | 2,030 | 2,030 |
Total liabilities | 170,597 | 185,364 |
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, 2023 and December 31, 2022 | 0 | 0 |
Common stock, $0.00001 par value—250,000,000 shares authorized; 99,112,165 and 97,149,665 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively | 1 | 1 |
Additional paid-in capital | 724,605 | 713,201 |
Accumulated other comprehensive loss | (1,742) | (1,756) |
Accumulated deficit | (567,221) | (533,651) |
Total stockholders’ equity | 155,643 | 177,795 |
Total liabilities and stockholders’ equity | $ 326,240 | $ 363,159 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Allowance for credit losses accounts | $ 203 | $ 706 |
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) | 99,112,165 | 97,149,665 |
Common stock, shares outstanding (in shares) | 99,112,165 | 97,149,665 |
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, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 65,706 | $ 69,251 | $ 124,973 | $ 147,707 |
Cost of revenues | 34,778 | 37,267 | 65,148 | 86,345 |
Gross profit | 30,928 | 31,984 | 59,825 | 61,362 |
Operating expenses: | ||||
Sales and marketing | 22,326 | 21,459 | 40,289 | 43,395 |
Research and development | 6,632 | 7,072 | 12,066 | 16,828 |
General and administrative | 15,414 | 42,869 | 36,608 | 65,577 |
Total operating expenses | 44,372 | 71,400 | 88,963 | 125,800 |
Loss from operations | (13,444) | (39,416) | (29,138) | (64,438) |
Interest expense | (2,854) | (1,179) | (5,192) | (2,333) |
Other (expense) income, net | 153 | (417) | 59 | (381) |
Loss before income taxes | (16,145) | (41,012) | (34,271) | (67,152) |
Provision for (benefit from) income taxes | (247) | 2,346 | (701) | 2,512 |
Net loss | $ (15,898) | $ (43,358) | $ (33,570) | $ (69,664) |
Net loss per share, basic (in USD per share) | $ (0.16) | $ (0.45) | $ (0.34) | $ (0.73) |
Net loss per share, diluted (in USD per share) | $ (0.16) | $ (0.45) | $ (0.34) | $ (0.73) |
Weighted-average number of common shares used in computing net loss per share, basic (in shares) | 98,424 | 95,369 | 97,941 | 95,148 |
Weighted-average number of common shares used in computing net loss per share, diluted (in shares) | 98,424 | 95,369 | 97,941 | 95,148 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (15,898) | $ (43,358) | $ (33,570) | $ (69,664) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | (3) | (235) | 14 | (349) |
Comprehensive loss | $ (15,901) | $ (43,593) | $ (33,556) | $ (70,013) |
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, 2021 | $ 234,702 | $ 731,673 | $ (49,090) | $ (1,099) | $ (495,872) | $ 38,733 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 23,322 | |||||
Issuance of common stock, purchase plan | 824 | |||||
Payments for taxes related to net share settlement of equity awards | (3,500) | |||||
Other comprehensive income (loss) | (349) | (349) | ||||
Net loss | (69,664) | (69,664) | ||||
Ending balance at Jun. 30, 2022 | $ 174,978 | 703,229 | (1,448) | (526,803) | ||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2020-06 [Member] | |||||
Beginning balances at Dec. 31, 2021 | $ 234,702 | 731,673 | $ (49,090) | (1,099) | (495,872) | $ 38,733 |
Ending balance at Dec. 31, 2022 | 177,795 | 713,202 | (1,756) | (533,651) | ||
Beginning balances at Mar. 31, 2022 | 202,900 | 687,558 | (1,213) | (483,445) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 17,378 | |||||
Issuance of common stock, purchase plan | 824 | |||||
Payments for taxes related to net share settlement of equity awards | (2,531) | |||||
Other comprehensive income (loss) | (235) | (235) | ||||
Net loss | (43,358) | (43,358) | ||||
Ending balance at Jun. 30, 2022 | 174,978 | 703,229 | (1,448) | (526,803) | ||
Beginning balances at Dec. 31, 2022 | 177,795 | 713,202 | (1,756) | (533,651) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 11,994 | |||||
Exercise of employee stock options | 888 | |||||
Issuance of common stock, purchase plan | 444 | |||||
Payments for taxes related to net share settlement of equity awards | (1,922) | |||||
Other comprehensive income (loss) | 14 | 14 | ||||
Net loss | (33,570) | (33,570) | ||||
Ending balance at Jun. 30, 2023 | 155,643 | 724,606 | (1,742) | (567,221) | ||
Beginning balances at Mar. 31, 2023 | 167,628 | 720,690 | (1,739) | (551,323) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 3,812 | |||||
Issuance of common stock, purchase plan | 444 | |||||
Payments for taxes related to net share settlement of equity awards | (340) | |||||
Other comprehensive income (loss) | (3) | (3) | ||||
Net loss | (15,898) | (15,898) | ||||
Ending balance at Jun. 30, 2023 | $ 155,643 | $ 724,606 | $ (1,742) | $ (567,221) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (33,570) | $ (69,664) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | ||
Depreciation and amortization | 9,047 | 9,231 |
Stock-based compensation | 11,468 | 22,869 |
Impairment of long-lived and right-of-use assets | 0 | 11,448 |
Amortization of debt discount and issuance cost | 879 | 548 |
Allowance (recovery) for credit losses | (177) | 1,222 |
Other non-cash expenses | 3,480 | 3,368 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 29,134 | 78,915 |
Prepaid expenses and other assets | (6,451) | (2,031) |
Accounts payable and other liabilities | (12,957) | (28,944) |
Payments for contingent consideration and bonuses | 0 | (19,008) |
Accrued compensation and benefits | (5,757) | (6,283) |
Deferred revenues | 4,540 | (7,741) |
Net cash used in operating activities | (364) | (6,070) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (9,615) | (8,161) |
Net cash used in investing activities | (9,615) | (8,161) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock under stock plans | 1,332 | 824 |
Proceeds from borrowing on line of credit | 40,000 | 0 |
Repayment of line of credit | (40,000) | 0 |
Payments for taxes related to net share settlement of equity awards | (1,922) | (3,499) |
Principal payments on term loan | (1,375) | 0 |
Principal payments on promissory note and finance lease obligations | 0 | (98) |
Payments for contingent consideration | 0 | (5,686) |
Net cash used in financing activities | (1,965) | (8,459) |
Effect of exchange rates on cash and cash equivalents | (47) | 215 |
Net decrease in cash and cash equivalents | (11,991) | (22,475) |
Cash and cash equivalents at beginning of period | 56,891 | 237,417 |
Cash and cash equivalents at end of period | 44,900 | 214,942 |
Supplemental disclosures of cash flow information: | ||
Cash paid for income taxes | 694 | 4,707 |
Cash paid for interest | 4,053 | 1,760 |
Supplemental disclosures of noncash investing and financing activities: | ||
Fixed asset purchases not yet paid | $ 860 | $ 1,590 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Quotient Technology Inc. (together with its subsidiaries, the “Company” or "Quotient"), is an industry leading promotions and media technology company that delivers targeted digital promotions and media for advertisers and retailers to reach consumers and drive action. Using its platforms and suite of omnichannel solutions, advertisers can plan, target, deliver and measure performance marketing and brand marketing to impact sales. The Company's network includes the digital properties of retail partners, non-retail publisher partners and consumer packaged goods ("CPG") customers, social media platforms, its direct-to-consumer brand ("DTC"), Shopmium, and its digital out-of-home ("DOOH") properties. This network provides the Company with proprietary and licensed data, including retailers’ point-of-sale ("POS") shopper data, first-party customer behavior and purchase intent data, and location intelligence. With such data powering its platforms, customers and partners use Quotient to leverage consumer insights, target, and engage consumers via digital channels, and integrate marketing and merchandising programs to drive measurable sales results and consumer engagement. To fully leverage the power of the Company's network, the Company has aligned itself around four key product families: promotions, DTC (Shopmium), DOOH, and Retail Ad Network (a solution designed to aggregate individual in-housed retail media networks to enable the planning, buying, execution of scaled yet targeted media campaigns through one centralized platform). Pending Business Combination with CB Neptune Holdings, LLC On June 20, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CB Neptune Holdings, LLC, a Delaware limited liability company ("Neptune") and NRS Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Neptune ("Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of Neptune, a privately held company. Under the terms of the Merger Agreement, Neptune has agreed, subject to certain exceptions, to pay holders of all of the Company's outstanding common stock issued and outstanding as of immediately prior to the Merger, restricted stock units (“RSUs”) outstanding as of immediately prior to the Merger, performance-based restricted stock units (“PSUs”) outstanding as of immediately prior to the Merger and vested and unvested options to acquire common stock, consideration of $4.00 per share of common stock or underlying share of common stock in cash (in the case of options, less the exercise price per share of common stock subject to such option) (the "Per Share Price"). Completion of the Merger and the related transactions (the “Proposed Acquisition”) is subject to customary closing conditions, including (1) the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of the Company's common stock; (2) the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”); and (3) the absence of an order or law preventing the Merger. The Merger Agreement also contains certain termination rights of Quotient and Neptune and provides that, upon the termination of the Merger Agreement under specified circumstances, the Company will be required to pay Neptune a termination fee of approximately $14 million. The Proposed Acquisition has been approved by the boards of directors of Neptune and the Company. The Company's board has recommended that Quotient’s stockholders vote to adopt the Merger Agreement and approve the Proposed Acquisition. The Company has filed with the SEC, and has also transmitted to the Company’s stockholders, a definitive proxy statement concerning the Proposed Acquisition ("Definitive Proxy Statement"), the Board’s recommendation that the Company’s stockholders approve the Proposed Acquisition, and specifics of the special meeting of the Company’s stockholders concerning the Proposed Acquisition to be held on September 1, 2023. The complete text of the Merger Agreement, together with other disclosure documents filed by the Company with the Securities and Exchange Commission ("SEC") that summarize the Proposed Acquisition, may be found in Quotient's filings with the SEC at www.sec.gov on various dates on or after June 20, 2023. On July 31, 2023, the waiting period under the HSR Act applicable to the Proposed Acquisition expired and, accordingly, the condition relating to the expiration or termination of the HSR Act waiting period has been satisfied. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
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 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, 2022 filed with the SEC on March 16, 2023, as amended by its subsequent Form 10-K/A, Amendment No. 1, filed with the SEC on April 28, 2023 (collectively, "Annual Report on Form 10-K, as amended"). 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, 2023 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, as amended, that have had a material impact on its condensed consolidated financial statements and related notes. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the 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, legal contingencies, deferred income taxes and associated valuation allowances and distribution fee commitments. These estimates generally require judgments, may involve the analysis of historical trends 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. Revenue Recognition The Company primarily generates revenue by providing digital promotions and media solutions to its customers, which consist of advertisers, retail partners and advertising agencies, whereby it uses its proprietary technology platforms to create, target, deliver and analyze these solutions. Revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, and collectability of an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services is probable. 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 Digital Promotions The Company's digital promotions solutions include its national promotions offering which is non-retailer specific, and its shopper promotions offering which is retail specific. The Company's digital promotions are generally sold on a cost-per-click basis or based on duration (i.e., Duration-Based National Promotions Solution or Duration-Based Shopper Promotions Solution). For a cost-per-click offering, 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. Beginning the first quarter of 2021, the Company introduced its Duration-Based National Promotions Solution, and beginning the first quarter of 2022, the Company introduced its Duration-Based Shopper Promotions Solution. These duration-based offerings provide advertisers access to the Company's proprietary platforms for a specific period of time (i.e., the campaign period) in exchange for a fixed fee. The campaign period in duration-based offerings is generally between seven and twenty-eight days. 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. Through the third quarter of 2022, the Company determined that setup activities, along with the related digital promotion campaigns, represented a single combined performance obligation because the customer could not benefit from the promotion setup services either on their own or with resources that were readily available to the customer. Accordingly, revenue related to cost-per-click agreements were typically recognized as clicks occurred and revenue related to duration-based campaigns, which provide the customer access to the Company’s proprietary technology platforms each day during the campaign period, were typically recognized ratably over the campaign period. Beginning the fourth quarter of 2022, because of technological enhancements in the Company's proprietary technology, customers and third parties can benefit from the promotion setup services with readily available resources. More specifically, the Company's proprietary technology now supports independent setup services that can be performed by customers or third parties. As a result, the Company determined that its digital promotion offerings include multiple performance obligations, including the promotion setup services and related digital promotion campaigns. Beginning the fourth quarter of 2022, revenue from promotion setup services for both cost-per-click and duration-based campaigns are recognized as the services are performed. Revenue from digital promotion campaigns is recognized as clicks occur for cost-per-click agreements, and ratably over the campaign period for duration-based campaigns. Digital Media Digital media solutions are comprised of national media offerings, shopper media offerings, DOOH offerings and sponsored search offerings. The Company's media offerings enable advertisers and retailers to distribute digital media to promote their brands and products on its retailers' websites, and mobile applications, and through open exchange inventory sources that display its media offerings, including on websites, mobile applications, or digital screens. Pricing for media campaigns is usually determined on a cost-per-impression, cost-per-click or cost-per-acquisition basis. The Company recognizes revenue each time a digital media advertisement is displayed or each time a user clicks on the digital media advertisement displayed on the Company's websites, mobile applications or on third-party websites. Gross Versus Net Revenue Reporting In the normal course of business, the Company delivers digital promotions and media on retailers’ websites and mobile applications through retailers’ loyalty programs, and on the websites of digital publishers. In these situations, the Company evaluates whether it is the principal (i.e., reports revenues on a gross basis) or agent (i.e., reports revenues on a net basis). In the case of national promotions and media offerings, the Company has determined that it is the principal in these arrangements as the Company controls the digital promotion and media advertising inventory before it is transferred to its customers. The Company’s control is evidenced by its sole ability to monetize the digital coupon and media advertising inventory, being primarily responsible to its customers, having discretion in establishing pricing for the delivery of the digital coupons and media, or a combination of these. Under these arrangements, the Company reports revenue 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. With regards to non-duration based shopper promotions and media campaign offerings, the Company has determined that it is an agent in these arrangements as the Company does not control these shopper promotions and media programs or sets the pricing. The Company’s obligation in these arrangements is to provide the use of its proprietary technology platforms to the customers. The retailer determines how shopper promotions and media programs are executed through the Company’s proprietary technology platforms. Under these arrangements, the Company reports revenue on a net basis, that is, the costs for digital advertising inventory are deducted from gross revenues to arrive at net revenues. With regards to duration-based shopper promotions, the Company has determined that it is the principal because it has discretion in establishing pricing for the delivery of digital coupons. Under these arrangements, the Company reports revenue on a gross basis. In the case of DOOH and sponsored search, the Company has determined that it is typically an agent in these arrangements because it generally does not have control of the digital advertising inventory before it is transferred to the customer and does not set prices. The Company’s obligation is to provide the use of its proprietary technology 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 price paid by the purchaser of the related digital advertising inventory. Accordingly, the Company generally reports revenue on a net basis for the platform fees charged to customers. 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. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines its best estimate of its standalone selling prices based on its overall pricing objectives, taking into consideration market conditions and other factors, including the value of its contracts and characteristics of targeted customers. 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, delivery of media impressions, or campaign duration, which generally occur within the succeeding twelve months. The Company records deferred revenues, when cash payments are received or become due in advance of the Company satisfying its performance obligations. The increase in the deferred revenue balance for the six months ended June 30, 2023 is primarily driven by cash payments of $18.0 million received or due in advance of satisfying our performance obligations, partially offset by $13.5 million of recognized revenue. The Company’s payment terms vary by the type and size of its customers. For certain products or services and customer types, 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 within the United States. Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Promotion $ 49,082 $ 42,605 $ 96,288 $ 92,767 Media 16,624 26,646 28,685 54,940 Total Revenue $ 65,706 $ 69,251 $ 124,973 $ 147,707 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, 2023 | |
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 There were no assets or liabilities measured at fair value as of June 30, 2023. The valuation technique used to measure the fair value of money market funds includes using quoted prices in active markets. The following table represents the change in the contingent consideration (in thousands): Six Months Ended June 30, 2022 Ubimo Level 3 Balance at the beginning of period $ 22,275 Payments made during the period (22,275) Total $ — |
Allowance for Credit Losses
Allowance for Credit Losses | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023 2022 2023 2022 Balance at the beginning of period $ 574 $ 2,106 $ 706 $ 2,500 Change in provision for expected credit losses (15) 1,736 (147) 1,856 Write-offs charged against the allowance (356) (127) (356) (641) Balance at the end of period $ 203 $ 3,715 $ 203 $ 3,715 |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jun. 30, 2023 | |
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 $ 82,896 $ 73,054 Computer equipment 18,763 18,625 Leasehold improvements 5,684 5,740 Furniture and fixtures 2,354 2,304 Total 109,697 99,723 Accumulated depreciation and amortization (77,664) (70,982) Projects in process 32 32 Total property and equipment, net $ 32,065 $ 28,773 Depreciation and amortization expense related to property and equipment was $3.9 million and $7.1 million for the three and six months ended June 30, 2023, respectively, and $2.1 million and $4.0 million for the three and six months ended June 30, 2022, respectively. The Company capitalized internal use software development and enhancement costs, which is included in Software within "Property and equipment, net" on the condensed consolidated balance sheets, of $5.0 million and $10.4 million during the three and six months ended June 30, 2023, respectively, and $5.7 million and $8.2 million during the three and six months ended June 30, 2022, respectively. During the three and six months ended June 30, 2023, the Company had $3.0 million and $5.6 million, respectively, and $1.3 million and $2.3 million during the three and six months ended June 30, 2022, 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 internal use software development costs were $27.9 million and $22.9 million as of June 30, 2023 and December 31, 2022, respectively. Accrued Compensation and Benefits Accrued compensation and benefits consist of the following (in thousands): June 30, December 31, Commissions $ 2,577 $ 3,526 Payroll and related expenses 2,159 5,031 Vacation 1,250 1,140 Bonus 310 2,363 Total accrued compensation and benefits $ 6,296 $ 12,060 Other Current Liabilities Other current liabilities consist of the following (in thousands): June 30, December 31, Distribution fees $ 15,862 $ 23,061 Operating lease liabilities 6,772 6,325 Prefunded liability 6,572 3,071 Traffic acquisition cost 4,324 4,804 Legal and audit fees 1,480 3,848 Liability related to litigation settlement — 2,250 Other 9,131 9,896 Total other current liabilities $ 44,141 $ 53,255 |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2023 | |
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. During the six months ended June 30, 2022, the Company paid $22.3 million related to Ubimo's achievement of certain financial metrics subject to contingent consideration during the measurement period ended December 31, 2021. The acquisition of Ubimo was accounted for as a business combination. Accordingly, assets acquired and liabilities assumed were recorded at their estimated fair values as of the acquisition date when control was obtained. The Company expensed all transaction costs in the period in which they were incurred. The Company acquired various intangible assets resulting from the acquisition, such as, customer relationships, developed technologies and trade names. The fair value of the customer relationships was determined by using a discounted cash flow model. The fair value of developed technologies was determined by using the relief from royalty method or the with-and-without method. The fair value of trade names was determined by using the relief from royalty method. The excess of the consideration paid over the fair value of the net tangible assets and liabilities and identifiable intangible assets acquired is recorded as goodwill. The goodwill arising from the acquisition is largely attributable to the synergies expected to be realized. None of the goodwill recorded from the acquisition was deductible for income tax purposes. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023 Gross Accumulated Net Weighted Media service rights $ 29,551 $ (29,551) $ — 0.0 Developed technologies 27,080 (26,120) 960 1.3 Customer relationships 22,588 (21,333) 1,255 1.9 Domain names 5,939 (5,587) 352 0.0 Promotion service rights 3,018 (3,018) — 0.0 Trade names 2,818 (2,818) — 0.0 Vendor relationships 2,510 (2,510) — 0.0 Patents 975 (975) — 0.0 Registered users 409 (409) — 0.0 $ 94,888 $ (92,321) $ 2,567 1.7 December 31, 2022 Gross Accumulated Net Weighted Media service rights $ 29,551 $ (29,551) $ — 0.0 Developed technologies 27,080 (24,900) 2,180 0.8 Customer relationships 22,588 (20,626) 1,962 1.4 Domain names 5,939 (5,587) 352 0.0 Promotion service rights 3,018 (3,018) — 0.0 Trade names 2,818 (2,818) — 0.0 Vendor relationships 2,510 (2,510) — 0.0 Patents 975 (975) — 0.0 Registered users 409 (409) — 0.0 $ 94,888 $ (90,394) $ 4,494 1.1 As of June 30, 2023 and December 31, 2022, 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 $0.9 million and $1.9 million during the three and six months ended June 30, 2023, respectively, and $2.6 million and $5.2 million during the three and six months ended June 30, 2022, respectively. Estimated future amortization expense related to intangible assets as of June 30, 2023 is as follows (in thousands): Total 2023, remaining six months $ 1,656 2024 559 2025 — 2026 — 2027 — 2028 and beyond — Total estimated amortization expense $ 2,215 |
Debt Obligations
Debt Obligations | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt Obligations | Debt Obligations Term Loan Facility On November 30, 2022, the Company, as borrower, and certain subsidiaries of the Company as guarantors, entered into a Financing Agreement (the "BT Financing Agreement") with Blue Torch Finance LLC, and certain other financial institutions from time to time that may become parties to the agreement (the "Term Loan Lenders"). The BT Financing Agreement provides for a term facility (“BT Term Loan Facility") in an aggregate principal amount of up to $55.0 million. The Company drew the entire $55.0 million aggregate commitment amount in November 2022. The proceeds of the loans made under the BT Financing Agreement are required to be used (i) to refinance the Convertible Senior Notes of the Company issued November 17, 2017 and (ii) to pay all fees, commissions and expenses related to the BT Financing Agreement. Amounts borrowed under the BT Term Loan Facility may be repaid prior to the maturity date. Beginning with the quarter ended March 31, 2023, the BT Term Loan Facility requires quarterly principal payments of $0.7 million until it matures and all remaining outstanding amounts, if any, become due and payable on November 30, 2026. Substantially all of the Company's assets serve as collateral in an event of default per the terms of the BT Financing Agreement. Interest rates for borrowings under the BT Term Loan Facility are determined by whether the Company elects a secured overnight financing rate loan (“SOFR Loan”) or reference rate loan (”Reference Rate Loan”). For SOFR Loans, the interest rate is based upon the sum of (a) the applicable margin (8.00%), (b) the forward-looking term rate based on SOFR, subject to a floor of 1.50%, and (c) 0.26161%. For Reference Rate Loans, the interest rate is based upon the sum of the applicable margin (7.00%), and the highest of the Prime Rate, Federal Funds Rate plus 0.50%, the forward-looking term rate based on SOFR plus 1.00%, or 2.50%. The Company incurred $4.3 million of debt issuance costs and fees paid to the Term Loan Lenders in relation to establishing the BT Term Loan Facility, which are capitalized and deferred when incurred and subsequently amortized over the term of the BT Term Loan Facility. Interest expense in relation to the BT Term Loan Facility, including debt discount and debt issuance cost amortization, were $2.0 million and $4.1 million for the three and six months ended June 30, 2023, respectively. The effective interest rate of the Term Loan, including amortization of debt issuance costs, was 15.21% for the three months ended June 30, 2023. The Company paid $0.7 million and $1.4 million in principal per the terms of the agreement under the BT Term Loan Facility for the three and six months ended June 30, 2023, respectively. The BT Term Loan Facility includes conditions to borrowings, representations and warranties, affirmative and negative covenants and events of default customary for financings of this type and size. The Term Loan Facility requires the Company to maintain a maximum leverage ratio, minimum fixed charge coverage ratio, and minimum liquidity of $25.0 million at all times. The BT Term Loan Facility requires mandatory prepayments equal to 75% of Excess Cash Flow (as defined in the BT Financing Agreement) when the Company's maximum leverage ratio is greater than 1.75:1.00, mandatory prepayments equal to 50% of Excess Cash Flow when the maximum leverage ratio is less than or equal to 1.75:1.00 and greater than 1.00:1.00 and mandatory prepayments equal to 25% of Excess Cash Flow when the maximum leverage ratio is less than or equal to 1.00:1.00. The BT Term Loan Facility 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. The BT Term Loan Facility includes customary events of default, which may require the Company to pay an additional 2% interest on the outstanding loans under the BT Term Loan Facility. As of June 30, 2023, the Company was in compliance with its debt covenants under the BT Financing Agreement. Asset-Based Revolving Credit Facility On November 30, 2022, the Company, as borrower, and certain subsidiaries of the Company as guarantors, entered into a Financing Agreement (the "PNC Financing Agreement") with PNC Bank, N.A., a national banking association, and certain other financial institutions from time to time that may become parties to the agreement (the "ABL Lenders"). The PNC Financing Agreement provides for an asset-based revolving credit facility (“PNC Revolver Facility”) for available borrowings up to $50.0 million with the actual amount dependent on a “borrowing base” number consisting of the sum of various categories of eligible accounts receivables (the lesser of such number and $50.0 million, the “Line Cap”). The PNC Revolver Facility includes a letter of credit sub-facility in the aggregate availability of $5.0 million as a sublimit of the PNC Revolver Facility. Proceeds from the PNC Revolver Facility are to be used for general corporate purposes. Amounts borrowed under the PNC Revolver Facility may be repaid and, prior to the maturity date, reborrowed. The PNC Revolver Facility matures and all outstanding amounts, if any, become due and payable on September 1, 2026. Substantially all of the Company's assets serve as collateral in an event of default per the terms of the PNC Financing Agreement. Interest rates for draws upon the PNC Revolver Facility are determined by whether the Company elects a SOFR Loan or Reference Rate Loan. For SOFR Loans, the interest rate is based upon the forward-looking term rate based on SOFR plus an applicable margin (1.75%), subject to a floor of 0.00% plus a SOFR adjustment. For Reference Rate Loans, the interest rate is based upon the sum of (a) the applicable margin (0.75%) and (b) the highest of the overnight bank funding rate plus 0.50%, the sum of daily simple SOFR plus 1.00%, or the commercial lending rate of PNC Bank, N.A. In addition to paying interest on outstanding principal under the PNC Revolver Facility, the Company is required to pay a facility fee to the lender under the PNC Revolver Facility in respect of the unused commitments thereunder. The facility fee rate is based on the daily unused amount of the PNC Revolver Facility and is one-half of one percent (0.5%) per annum based on the unused facility amount, or three-eighths of one percent (0.375%) per annum if the aggregate amount of cash held in deposit accounts as the depository bank for each day in such calendar quarter is at least $20.0 million. The Company incurred $2.5 million of debt issuance costs and fees paid to the ABL Lenders in relation to the PNC Revolver Facility, which are capitalized and deferred when incurred and subsequently amortized on a straight-line basis over the term of the PNC Revolver Facility, within other assets on the accompanying consolidated balance sheets. During the three and six months ended June 30, 2023, the Company borrowed and repaid $20.0 million and $40.0 million, respectively, under the PNC Revolver Facility. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
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 and RSUs, 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 2023 2022 Expected life (in years) 6.02 6.08 6.02 Risk-free interest rate 2.96% 4.22% 2.96% Volatility 50% 55% 50% Dividend yield — — — There were no option grants during the three months ended June 30, 2023. The weighted-average grant date fair value of options was $1.88 during the six months ended June 30, 2023. 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 Plan, to certain executive leaders with a grant date fair value of $13.28. The 2021 PSU Awards represent the right to receive shares of the Company’s common stock upon meeting certain vesting conditions. The 2021 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, 2023, 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, 2023 and 2022, respectively, no compensation expense was recognized in the Company's condensed consolidated financial statements related to the 2021 PSU Awards. 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 Plan, to certain executive leaders with a grant date fair value of $4.82, $3.87 and $3.14, for each respective tranche. On August 1, 2022, the Company granted an additional 2022 PSU Award of 470,383 shares to an executive with a grant date fair value of $1.14, $0.81, and $0.60 for each respective tranche. The 2022 PSU Awards represent the right to receive shares of the Company’s common stock upon meeting certain vesting conditions. The 2022 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 2022 PSU Awards will be forfeited on the third anniversary of the 2022 Grant Date. The fair value of the 2022 PSU Awards was measured using a Monte Carlo simulation. During the three and six months ended June 30, 2023, the expense recognized in its condensed consolidated financial statements related to the 2022 PSU Awards was $0.3 million and $1.0 million, respectively. On March 1, 2023, the Company granted a total of 1,482,033 performance-based restricted stock units ("2023 PSU Awards"), under the 2013 Plan, to certain executive leaders with a grant date fair value of $3.34. The 2023 PSU Awards represent the right to receive shares of the Company’s common stock upon meeting certain vesting conditions. The 2023 PSU Awards will vest in three years subject to the achievement of certain operating performance goals and continued employment. During the three and six months ended June 30, 2023, the expense recognized in its condensed consolidated financial statements related to the 2023 PSU Awards was $0.5 million and $0.6 million, respectively. 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, 2022 9,794,123 7,078,967 $ 5.45 7,424,230 $ 6.61 4.38 $ 121 Increase in shares authorized 3,885,986 — — — — — — Options granted (100,000) — — 100,000 $ 3.34 — — Options exercised — — — (240,000) $ 3.70 — 93 Options canceled or expired — — — — — — — RSUs granted (3,328,426) 3,328,426 $ 3.33 — — — — RSUs vested — (2,116,698) $ 5.86 — — — — RSUs canceled or expired 277,905 (277,905) $ 9.48 — — — — RSUs vested and withheld for taxes 586,826 — — — — — — Balance as of June 30, 2023 11,116,414 8,012,790 $ 4.43 7,284,230 $ 6.66 3.05 $ 386 Vested and exercisable as of June 30, 2023 6,592,197 $ 6.94 2.43 $ 262 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 $0.1 million and $1.3 million during the three and six months ended June 30, 2023, respectively, and $1.0 million and $1.9 million during the three and six months ended June 30, 2022, 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, pursuant to which 1,200,000 shares of common stock were reserved for future issuance. In addition, the ESPP provides for annual increases in the number of shares available for issuance on the first day of each year equal to the least of (i) 0.5% of the outstanding shares of common stock on the last day of the immediately preceding year, (ii) 400,000 shares, or (iii) such other amount as may be determined by the Board of Directors. Eligible employees can enroll and elect to contribute up to 15% of their base compensation through payroll withholdings in each offering period, subject to certain limitations. Each offering period is six months in duration. 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, 2023 2022 2023 2022 Expected life (in years) 0.5 0.5 0.50 0.50 Risk-free interest rate 5.26% 1.54% 4.54% - 5.26% 0.07% - 1.54% Volatility 55% 65% 55% - 80% 60% - 65% Dividend yield — — — — As of June 30, 2023, a total of 3,023,598 shares of common stock were issued under the ESPP, since inception of the plan. As of June 30, 2023, a total of 1,776,402 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, 2023 2022 2023 2022 Cost of revenues $ 280 $ 500 $ 502 $ 1,032 Sales and marketing 510 812 1,141 1,703 Research and development 345 674 603 1,641 General and administrative 2,466 15,141 9,222 18,493 Total stock-based compensation expense $ 3,601 $ 17,127 $ 11,468 $ 22,869 During the first quarter of 2023, the Company recorded $4.0 million of stock-based compensation expense related to the modification of stock options, RSUs and PSUs granted to the Company's former President pursuant to a separation agreement. Under the original terms of the grant agreements, the unvested stock options, RSUs and PSUs would be forfeited upon termination. The separation agreement extended the period over which the vested options can be exercised, and allowed for accelerated vesting of unvested stock options, RSUs and PSUs upon termination. The expense is included in general and administrative expense in the Company's condensed consolidated statement of operations. During the three and six months ended June 30, 2023, the Company capitalized $0.2 million and $0.5 million, respectively, and $0.3 million and $0.5 million during the three and six months ended June 30, 2022, 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. As of June 30, 2023, there was $28.6 million of unrecognized stock-based compensation expense, of which $1.4 million is related to stock options and ESPP shares, and $27.2 million is related to RSUs. The total unrecognized stock-based compensation expense related to stock options and ESPP shares as of June 30, 2023 will be amortized over a weighted-average period of 2.68 years. The total unrecognized stock-based compensation expense related to RSUs as of June 30, 2023 will be amortized over a weighted-average period of 2.64 years. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesThe Company recorded a benefit from income taxes of $0.2 million and $0.7 million during the three and six months ended June 30, 2023, respectively, and a provision for income taxes of $2.3 million and $2.5 million during the three and six months ended June 30, 2022, respectively. The provision for (benefit from) 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, 2023 | |
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, 2023 2022 2023 2022 Net loss $ (15,898) $ (43,358) $ (33,570) $ (69,664) Weighted-average number of common shares 98,424 95,369 97,941 95,148 Net loss per share, basic and diluted $ (0.16) $ (0.45) $ (0.34) $ (0.73) 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, 2023 2022 Stock options and ESPP 7,331 7,222 Restricted stock units 8,013 5,573 Shares related to convertible senior notes — 11,521 15,344 24,316 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
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 is 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, 2023, 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, 2023, the Company recognized $0.8 million and $1.6 million, respectively, in total lease costs, which is comprised of $1.0 million and $2.1 million, respectively, in operating lease costs for right-of-use assets and a decrease of $0.2 million and $0.5 million, respectively, in short-term lease costs related to short-term operating leases. 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. 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. Beginning in the first quarter of 2023, the Company subleased its San Francisco, California office space. The sublease term is approximately fifty-four months for approximately 15,607 rentable square feet. During the six months ended June 30, 2023, the Company received sublease income of $0.1 million. Supplemental cash flow information related to operating leases was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cash paid for operating lease liabilities $ 1,676 $ 1,651 $ 3,232 $ 2,981 Right-of-use assets obtained in exchange for — — — — Supplemental balance sheet information related to operating leases was as follows (in thousands, except lease term and discount rate): June 30, 2023 December 31, 2022 Operating right-of-use assets reported as: Operating lease right-of-use assets $ 12,703 $ 14,475 Operating lease liabilities reported as: Other current liabilities $ 6,772 $ 6,325 Other non-current liabilities 18,454 21,221 Total operating lease liabilities $ 25,226 $ 27,546 Weighted average remaining lease term (in years) 5.1 5.3 Weighted average discount rate 5.0 % 5.0 % Maturities of operating lease liabilities were as follows (in thousands): Operating Leases 2023, remaining six months $ 4,581 2024 6,194 2025 4,803 2026 3,344 2027 2,710 2028 and thereafter 7,127 Total lease payments $ 28,759 Less: Imputed Interest (3,533) Total $ 25,226 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
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 $17.0 million as of June 30, 2023. 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 The Albertsons Companies ("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. On December 8, 2022, the parties agreed to settle the then-pending litigation between them (including claims relating to the contractual minimums), and the Court subsequently entered an order dismissing the case. In connection with the settlement, the Company did not recognize any charges in the fourth quarter of 2022 or the first six months of 2023, nor does it expect to recognize charges in any future period. Indemnification In the normal course of business, to facilitate transactions related to the Company’s operations, the Company indemnifies certain parties, including CPGs, advertising agencies, 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. Litigation In the ordinary course of business, the Company may be involved in lawsuits, claims, investigations, and proceedings consisting of intellectual property, commercial, employment, and other matters. The Company records a provision for these claims when it is both probable that a liability has been incurred and the amount of the loss, or a range of the potential loss, can be reasonably estimated. These provisions are reviewed regularly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel, and other information or events pertaining to a particular case. In the event that one or more of these matters were to result in a claim against the Company, an adverse outcome, including a judgment or settlement, may cause a material adverse effect on the Company’s future business, operating results, or financial condition. The Company believes that 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, 2023. 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, which complaint was amended by RMG on September 13, 2021 (the "First Amended Complain"). SEG and the Company (the "Defendants") filed motions to dismiss. Specifically, the Court dismissed counts IV (civil theft) and VII (unjust enrichment) of the First Amended Complaint without prejudice and denied the motions with respect to the other counts. On September 19, 2022, RMG filed its second amended complaint. In the second amended complaint, RMG dropped its civil theft claim and unjust enrichment claim against the Company. The second amended complaint alleges that (i) 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; (ii) 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; and (iii) 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 seeks compensatory and punitive damages, a constructive trust, and attorney's fees. On October 7, 2022, the Company answered the second amended complaint denying all claims alleged by RMG and asserting affirmative defenses. On April 17, 2023 , RMG and the Company executed a settlement agreement and filed a joint motion to dismiss all claims against the Company with prejudice. On May 20, 2023, the District Court entered an order dismissing the Company from the case with prejudice. In connection with the settlement, the Company did not recognize any charges in the second quarter of 2023 and does not expect to recognize any charges in any future period. O’Dell v. Quotient Technology Inc.; Wang v. Quotient Technology Inc. On July 26, 2023, Ryan O’Dell, a purported Quotient stockholder, filed a complaint in the U.S. District Court for the Southern District of New York ("SDNY") naming the Company and each member of the Company’s Board of Directors individually as defendants. On July 28, 2023, Elaine Wang, a purported Quotient stockholder, filed a virtually identical complaint also in the SDNY against the Company and each member of the Company's board of directors individually as defendants. The complaint asserts claims against all defendants under Section 14(a) of the Exchange Act, and Rule 14a-9 promulgated thereunder, for issuing Quotient’s preliminary proxy statement with allegedly false and misleading statements of material facts and omissions of material facts, and against the individual defendants under Section 20(a) of the Exchange Act for alleged “control person” liability with respect to such allegedly false and misleading statements of material facts and omissions of material facts. The allegations in the complaints include that the preliminary proxy statement related to the Proposed Acquisition, filed by the Company with the SEC on July 14, |
Employee Benefit Plan
Employee Benefit Plan | 6 Months Ended |
Jun. 30, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit PlanThe Company maintains a defined-contribution plan in the United States that is intended to qualify under Section 401(k) of the Internal Revenue Code. The 401(k) plan provides retirement benefits for eligible employees. Eligible employees may elect to contribute to the 401(k) plan. The Company provides a match of up to the lesser of 3% of each employee’s annual salary or $6,000, which vests immediately for employees with tenure of over a year of continuous employment. The Company’s matching contribution expense was $0.5 million and $1.0 million during the three and six months ended June 30, 2023, respectively, and $0.6 million and $1.3 million during the three and six months ended June 30, 2022, respectively. |
Information About Geographic Ar
Information About Geographic Areas | 6 Months Ended |
Jun. 30, 2023 | |
Segments, Geographical Areas [Abstract] | |
Information About Geographic Areas | Information About Geographic AreasRevenues generated outside of the United States were insignificant for all periods presented. Additionally, as the Company’s assets are primarily located in the United States, information regarding geographical location is not presented, as such amounts are immaterial to these condensed consolidated financial statements taken as a whole. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net loss | $ (15,898) | $ (43,358) | $ (33,570) | $ (69,664) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
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 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, 2022 filed with the SEC on March 16, 2023, as amended by its subsequent Form 10-K/A, Amendment No. 1, filed with the SEC on April 28, 2023 (collectively, "Annual Report on Form 10-K, as amended"). 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, 2023 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, as amended, 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, legal contingencies, deferred income taxes and associated valuation allowances and distribution fee commitments. These estimates generally require judgments, may involve the analysis of historical trends 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. |
Revenue Recognition | Revenue Recognition The Company primarily generates revenue by providing digital promotions and media solutions to its customers, which consist of advertisers, retail partners and advertising agencies, whereby it uses its proprietary technology platforms to create, target, deliver and analyze these solutions. Revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, and collectability of an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services is probable. 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 Digital Promotions The Company's digital promotions solutions include its national promotions offering which is non-retailer specific, and its shopper promotions offering which is retail specific. The Company's digital promotions are generally sold on a cost-per-click basis or based on duration (i.e., Duration-Based National Promotions Solution or Duration-Based Shopper Promotions Solution). For a cost-per-click offering, 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. Beginning the first quarter of 2021, the Company introduced its Duration-Based National Promotions Solution, and beginning the first quarter of 2022, the Company introduced its Duration-Based Shopper Promotions Solution. These duration-based offerings provide advertisers access to the Company's proprietary platforms for a specific period of time (i.e., the campaign period) in exchange for a fixed fee. The campaign period in duration-based offerings is generally between seven and twenty-eight days. 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. Through the third quarter of 2022, the Company determined that setup activities, along with the related digital promotion campaigns, represented a single combined performance obligation because the customer could not benefit from the promotion setup services either on their own or with resources that were readily available to the customer. Accordingly, revenue related to cost-per-click agreements were typically recognized as clicks occurred and revenue related to duration-based campaigns, which provide the customer access to the Company’s proprietary technology platforms each day during the campaign period, were typically recognized ratably over the campaign period. Beginning the fourth quarter of 2022, because of technological enhancements in the Company's proprietary technology, customers and third parties can benefit from the promotion setup services with readily available resources. More specifically, the Company's proprietary technology now supports independent setup services that can be performed by customers or third parties. As a result, the Company determined that its digital promotion offerings include multiple performance obligations, including the promotion setup services and related digital promotion campaigns. Beginning the fourth quarter of 2022, revenue from promotion setup services for both cost-per-click and duration-based campaigns are recognized as the services are performed. Revenue from digital promotion campaigns is recognized as clicks occur for cost-per-click agreements, and ratably over the campaign period for duration-based campaigns. Digital Media Digital media solutions are comprised of national media offerings, shopper media offerings, DOOH offerings and sponsored search offerings. The Company's media offerings enable advertisers and retailers to distribute digital media to promote their brands and products on its retailers' websites, and mobile applications, and through open exchange inventory sources that display its media offerings, including on websites, mobile applications, or digital screens. Pricing for media campaigns is usually determined on a cost-per-impression, cost-per-click or cost-per-acquisition basis. The Company recognizes revenue each time a digital media advertisement is displayed or each time a user clicks on the digital media advertisement displayed on the Company's websites, mobile applications or on third-party websites. Gross Versus Net Revenue Reporting In the normal course of business, the Company delivers digital promotions and media on retailers’ websites and mobile applications through retailers’ loyalty programs, and on the websites of digital publishers. In these situations, the Company evaluates whether it is the principal (i.e., reports revenues on a gross basis) or agent (i.e., reports revenues on a net basis). In the case of national promotions and media offerings, the Company has determined that it is the principal in these arrangements as the Company controls the digital promotion and media advertising inventory before it is transferred to its customers. The Company’s control is evidenced by its sole ability to monetize the digital coupon and media advertising inventory, being primarily responsible to its customers, having discretion in establishing pricing for the delivery of the digital coupons and media, or a combination of these. Under these arrangements, the Company reports revenue 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. With regards to non-duration based shopper promotions and media campaign offerings, the Company has determined that it is an agent in these arrangements as the Company does not control these shopper promotions and media programs or sets the pricing. The Company’s obligation in these arrangements is to provide the use of its proprietary technology platforms to the customers. The retailer determines how shopper promotions and media programs are executed through the Company’s proprietary technology platforms. Under these arrangements, the Company reports revenue on a net basis, that is, the costs for digital advertising inventory are deducted from gross revenues to arrive at net revenues. With regards to duration-based shopper promotions, the Company has determined that it is the principal because it has discretion in establishing pricing for the delivery of digital coupons. Under these arrangements, the Company reports revenue on a gross basis. In the case of DOOH and sponsored search, the Company has determined that it is typically an agent in these arrangements because it generally does not have control of the digital advertising inventory before it is transferred to the customer and does not set prices. The Company’s obligation is to provide the use of its proprietary technology 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 price paid by the purchaser of the related digital advertising inventory. Accordingly, the Company generally reports revenue on a net basis for the platform fees charged to customers. 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. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines its best estimate of its standalone selling prices based on its overall pricing objectives, taking into consideration market conditions and other factors, including the value of its contracts and characteristics of targeted customers. 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, delivery of media impressions, or campaign duration, which generally occur within the succeeding twelve months. The Company records deferred revenues, when cash payments are received or become due in advance of the Company satisfying its performance obligations. The increase in the deferred revenue balance for the six months ended June 30, 2023 is primarily driven by cash payments of $18.0 million received or due in advance of satisfying our performance obligations, partially offset by $13.5 million of recognized revenue. The Company’s payment terms vary by the type and size of its customers. For certain products or services and customer types, 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, 2023 | |
Accounting Policies [Abstract] | |
Schedule 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 within the United States. Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Promotion $ 49,082 $ 42,605 $ 96,288 $ 92,767 Media 16,624 26,646 28,685 54,940 Total Revenue $ 65,706 $ 69,251 $ 124,973 $ 147,707 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Changes in Contingent Consideration | The following table represents the change in the contingent consideration (in thousands): Six Months Ended June 30, 2022 Ubimo Level 3 Balance at the beginning of period $ 22,275 Payments made during the period (22,275) Total $ — |
Allowance for Credit Losses (Ta
Allowance for Credit Losses (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Credit Loss [Abstract] | |
Schedule 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, 2023 2022 2023 2022 Balance at the beginning of period $ 574 $ 2,106 $ 706 $ 2,500 Change in provision for expected credit losses (15) 1,736 (147) 1,856 Write-offs charged against the allowance (356) (127) (356) (641) Balance at the end of period $ 203 $ 3,715 $ 203 $ 3,715 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment consist of the following (in thousands): June 30, December 31, Software $ 82,896 $ 73,054 Computer equipment 18,763 18,625 Leasehold improvements 5,684 5,740 Furniture and fixtures 2,354 2,304 Total 109,697 99,723 Accumulated depreciation and amortization (77,664) (70,982) Projects in process 32 32 Total property and equipment, net $ 32,065 $ 28,773 |
Schedule of Accrued Compensation and Benefits | Accrued compensation and benefits consist of the following (in thousands): June 30, December 31, Commissions $ 2,577 $ 3,526 Payroll and related expenses 2,159 5,031 Vacation 1,250 1,140 Bonus 310 2,363 Total accrued compensation and benefits $ 6,296 $ 12,060 |
Schedule of Other Current Liabilities | Other current liabilities consist of the following (in thousands): June 30, December 31, Distribution fees $ 15,862 $ 23,061 Operating lease liabilities 6,772 6,325 Prefunded liability 6,572 3,071 Traffic acquisition cost 4,324 4,804 Legal and audit fees 1,480 3,848 Liability related to litigation settlement — 2,250 Other 9,131 9,896 Total other current liabilities $ 44,141 $ 53,255 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Gross Carrying Amount and Accumulated Amortization for Intangible Assets | The following table summarizes the gross carrying amount and accumulated amortization for the intangible assets (in thousands): June 30, 2023 Gross Accumulated Net Weighted Media service rights $ 29,551 $ (29,551) $ — 0.0 Developed technologies 27,080 (26,120) 960 1.3 Customer relationships 22,588 (21,333) 1,255 1.9 Domain names 5,939 (5,587) 352 0.0 Promotion service rights 3,018 (3,018) — 0.0 Trade names 2,818 (2,818) — 0.0 Vendor relationships 2,510 (2,510) — 0.0 Patents 975 (975) — 0.0 Registered users 409 (409) — 0.0 $ 94,888 $ (92,321) $ 2,567 1.7 December 31, 2022 Gross Accumulated Net Weighted Media service rights $ 29,551 $ (29,551) $ — 0.0 Developed technologies 27,080 (24,900) 2,180 0.8 Customer relationships 22,588 (20,626) 1,962 1.4 Domain names 5,939 (5,587) 352 0.0 Promotion service rights 3,018 (3,018) — 0.0 Trade names 2,818 (2,818) — 0.0 Vendor relationships 2,510 (2,510) — 0.0 Patents 975 (975) — 0.0 Registered users 409 (409) — 0.0 $ 94,888 $ (90,394) $ 4,494 1.1 |
Schedule of Estimated Amortization of Intangible Assets | Estimated future amortization expense related to intangible assets as of June 30, 2023 is as follows (in thousands): Total 2023, remaining six months $ 1,656 2024 559 2025 — 2026 — 2027 — 2028 and beyond — Total estimated amortization expense $ 2,215 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule 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 2023 2022 Expected life (in years) 6.02 6.08 6.02 Risk-free interest rate 2.96% 4.22% 2.96% Volatility 50% 55% 50% Dividend yield — — — |
Schedule 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, 2022 9,794,123 7,078,967 $ 5.45 7,424,230 $ 6.61 4.38 $ 121 Increase in shares authorized 3,885,986 — — — — — — Options granted (100,000) — — 100,000 $ 3.34 — — Options exercised — — — (240,000) $ 3.70 — 93 Options canceled or expired — — — — — — — RSUs granted (3,328,426) 3,328,426 $ 3.33 — — — — RSUs vested — (2,116,698) $ 5.86 — — — — RSUs canceled or expired 277,905 (277,905) $ 9.48 — — — — RSUs vested and withheld for taxes 586,826 — — — — — — Balance as of June 30, 2023 11,116,414 8,012,790 $ 4.43 7,284,230 $ 6.66 3.05 $ 386 Vested and exercisable as of June 30, 2023 6,592,197 $ 6.94 2.43 $ 262 |
Schedule 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, 2023 2022 2023 2022 Expected life (in years) 0.5 0.5 0.50 0.50 Risk-free interest rate 5.26% 1.54% 4.54% - 5.26% 0.07% - 1.54% Volatility 55% 65% 55% - 80% 60% - 65% 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, 2023 2022 2023 2022 Cost of revenues $ 280 $ 500 $ 502 $ 1,032 Sales and marketing 510 812 1,141 1,703 Research and development 345 674 603 1,641 General and administrative 2,466 15,141 9,222 18,493 Total stock-based compensation expense $ 3,601 $ 17,127 $ 11,468 $ 22,869 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023 2022 2023 2022 Net loss $ (15,898) $ (43,358) $ (33,570) $ (69,664) Weighted-average number of common shares 98,424 95,369 97,941 95,148 Net loss per share, basic and diluted $ (0.16) $ (0.45) $ (0.34) $ (0.73) |
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, 2023 2022 Stock options and ESPP 7,331 7,222 Restricted stock units 8,013 5,573 Shares related to convertible senior notes — 11,521 15,344 24,316 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023 2022 2023 2022 Cash paid for operating lease liabilities $ 1,676 $ 1,651 $ 3,232 $ 2,981 Right-of-use assets obtained in exchange for — — — — |
Schedule of 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, 2023 December 31, 2022 Operating right-of-use assets reported as: Operating lease right-of-use assets $ 12,703 $ 14,475 Operating lease liabilities reported as: Other current liabilities $ 6,772 $ 6,325 Other non-current liabilities 18,454 21,221 Total operating lease liabilities $ 25,226 $ 27,546 Weighted average remaining lease term (in years) 5.1 5.3 Weighted average discount rate 5.0 % 5.0 % |
Schedule of Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities were as follows (in thousands): Operating Leases 2023, remaining six months $ 4,581 2024 6,194 2025 4,803 2026 3,344 2027 2,710 2028 and thereafter 7,127 Total lease payments $ 28,759 Less: Imputed Interest (3,533) Total $ 25,226 |
Description of Business (Detail
Description of Business (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |
Jun. 20, 2023 | Jun. 30, 2023 | |
Business Acquisition [Line Items] | ||
Consideration in cash (in USD per share) | $ 3.34 | |
CB Neptune Holdings, LLC | ||
Business Acquisition [Line Items] | ||
Consideration in cash (in USD per share) | $ 4 | |
Payment of termination fee | $ 14 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Accounting Policies [Abstract] | |
Deferred revenue due to performance obligations | $ 18 |
Deferred revenue, revenue recognized | $ 13.5 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Revenues Disaggregated by Type of Services (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | $ 65,706 | $ 69,251 | $ 124,973 | $ 147,707 |
Promotion | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | 49,082 | 42,605 | 96,288 | 92,767 |
Media | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Revenue | $ 16,624 | $ 26,646 | $ 28,685 | $ 54,940 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2023 | Nov. 19, 2019 | |
Ubimo | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration paid out | $ 22,300 | ||
Contingent consideration, fair value | 0 | $ 5,700 | |
Contingent consideration paid out, financing activity | 5,700 | ||
Contingent consideration paid out, operating activity | $ 16,600 | ||
Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets fair value | $ 0 | ||
Liabilities fair value | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Changes in Contingent Consideration (Details) - Ubimo - Level 3 $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at the beginning of period | $ 22,275 |
Payments made during the period | (22,275) |
Total | $ 0 |
Allowance for Credit Losses - S
Allowance for Credit Losses - Schedule of Activity in Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Balance at the beginning of period | $ 574 | $ 2,106 | $ 706 | $ 2,500 |
Change in provision for expected credit losses | (15) | 1,736 | (147) | 1,856 |
Write-offs charged against the allowance | (356) | (127) | (356) | (641) |
Balance at the end of period | $ 203 | $ 3,715 | $ 203 | $ 3,715 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 109,697 | $ 99,723 |
Accumulated depreciation and amortization | (77,664) | (70,982) |
Projects in process | 32 | 32 |
Total property and equipment, net | 32,065 | 28,773 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 82,896 | 73,054 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 18,763 | 18,625 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 5,684 | 5,740 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,354 | $ 2,304 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Balance Sheet Related Disclosures [Abstract] | |||||
Depreciation | $ 3.9 | $ 2.1 | $ 7.1 | $ 4 | |
Capitalized costs | 5 | 5.7 | 10.4 | 8.2 | |
Amortization expense | 3 | $ 1.3 | 5.6 | $ 2.3 | |
Unamortized costs | $ 27.9 | $ 27.9 | $ 22.9 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Compensation and Benefits (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Commissions | $ 2,577 | $ 3,526 |
Payroll and related expenses | 2,159 | 5,031 |
Vacation | 1,250 | 1,140 |
Bonus | 310 | 2,363 |
Total accrued compensation and benefits | $ 6,296 | $ 12,060 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Balance Sheet Related Disclosures [Abstract] | ||
Distribution fees | $ 15,862 | $ 23,061 |
Operating lease liabilities | 6,772 | 6,325 |
Prefunded liability | 6,572 | 3,071 |
Traffic acquisition cost | 4,324 | 4,804 |
Legal and audit fees | 1,480 | 3,848 |
Liability related to litigation settlement | 0 | 2,250 |
Other | 9,131 | 9,896 |
Total other current liabilities | $ 44,141 | $ 53,255 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) | Nov. 19, 2019 | Jun. 30, 2023 | Jun. 30, 2022 |
Business Acquisition [Line Items] | |||
Goodwill deductible for income tax purposes | $ 0 | ||
Ubimo | |||
Business Acquisition [Line Items] | |||
Total preliminary acquisition consideration | $ 20,700,000 | ||
Cash payments for purchase of assets | 15,000,000 | ||
Contingent consideration payable in cash | 24,800,000 | ||
Contingent consideration, fair value | $ 5,700,000 | $ 0 | |
Contingent consideration liability | $ 22,300,000 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Gross Carrying Amount and Accumulated Amortization for Intangible Assets Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 94,888 | $ 94,888 |
Accumulated Amortization | (92,321) | (90,394) |
Net | $ 2,567 | $ 4,494 |
Weighted Average Amortization Period (Years) | 1 year 8 months 12 days | 1 year 1 month 6 days |
Media service rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 29,551 | $ 29,551 |
Accumulated Amortization | (29,551) | (29,551) |
Net | $ 0 | $ 0 |
Weighted Average Amortization Period (Years) | 0 years | 0 years |
Developed technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 27,080 | $ 27,080 |
Accumulated Amortization | (26,120) | (24,900) |
Net | $ 960 | $ 2,180 |
Weighted Average Amortization Period (Years) | 1 year 3 months 18 days | 9 months 18 days |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 22,588 | $ 22,588 |
Accumulated Amortization | (21,333) | (20,626) |
Net | $ 1,255 | $ 1,962 |
Weighted Average Amortization Period (Years) | 1 year 10 months 24 days | 1 year 4 months 24 days |
Domain names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 5,939 | $ 5,939 |
Accumulated Amortization | (5,587) | (5,587) |
Net | $ 352 | $ 352 |
Weighted Average Amortization Period (Years) | 0 years | 0 years |
Promotion service rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 3,018 | $ 3,018 |
Accumulated Amortization | (3,018) | (3,018) |
Net | $ 0 | $ 0 |
Weighted Average Amortization Period (Years) | 0 years | 0 years |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 2,818 | $ 2,818 |
Accumulated Amortization | (2,818) | (2,818) |
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 | (975) | (975) |
Net | $ 0 | $ 0 |
Weighted Average Amortization Period (Years) | 0 years | 0 years |
Registered users | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 409 | $ 409 |
Accumulated Amortization | (409) | (409) |
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, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense of intangible assets | $ 0.9 | $ 2.6 | $ 1.9 | $ 5.2 | |
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, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023, remaining six months | $ 1,656 |
2024 | 559 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
2028 and beyond | 0 |
Total estimated amortization expense | $ 2,215 |
Debt Obligations - Additional I
Debt Obligations - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Nov. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Mar. 31, 2023 | |
Line of Credit Facility [Line Items] | |||||
Amortization of debt discount and issuance cost | $ 879 | $ 548 | |||
Proceeds from borrowing on line of credit | 40,000 | 0 | |||
Repayment of line of credit | 40,000 | $ 0 | |||
BT Term Loan Facility | |||||
Line of Credit Facility [Line Items] | |||||
Debt issuance costs | $ 4,300 | ||||
BT Term Loan Facility | Letter of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | 55,000 | ||||
Debt instrument of minimum liquidity | $ 25,000 | ||||
Interest rate on outstanding loans | 2% | ||||
BT Term Loan Facility | Letter of Credit | 75% Excess Cash Flow | |||||
Line of Credit Facility [Line Items] | |||||
Maximum leverage ratio | $ 1.75 | ||||
BT Term Loan Facility | Letter of Credit | 50% Excess Cash Flow | |||||
Line of Credit Facility [Line Items] | |||||
Maximum leverage ratio | 1.75 | ||||
BT Term Loan Facility | Letter of Credit | 25% Excess Cash Flow | |||||
Line of Credit Facility [Line Items] | |||||
Maximum leverage ratio | $ 1 | ||||
BT Term Loan Facility | Secured Debt | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument aggregate principal amount | $ 55,000 | $ 700 | |||
Principal payment | $ 700 | 1,400 | |||
BT Term Loan Facility | Reference Rate Loans | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, basis spread on variable rate | 7% | ||||
BT Term Loan Facility | Reference Rate Loans | Secured Overnight Financing Rate SOFR | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, basis spread on variable rate | 8% | ||||
BT Term Loan Facility | Reference Rate Loans | Federal Fund Rates | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, basis spread on variable rate | 0.50% | ||||
BT Term Loan Facility | Reference Rate Loans | Secured Overnight Financing Rate (SOFR) Plus | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1% | ||||
BT Term Loan Facility | Reference Rate Loans | Forward Looking Term Rate | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, basis spread on variable rate | 2.50% | ||||
BT Term Loan Facility | Line of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, basis spread on variable rate | 0.26161% | ||||
BT Term Loan Facility | Line of Credit | Secured Overnight Financing Rate SOFR | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1.50% | ||||
BT Term Loan Facility | Senior Notes | |||||
Line of Credit Facility [Line Items] | |||||
Amortization of debt discount and issuance cost | $ 2,000 | $ 4,100 | |||
Convertible notes, effective interest rate | 15.21% | 15.21% | |||
PNC Revolver Facility | Secured Overnight Financing Rate SOFR | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1.75% | ||||
PNC Revolver Facility | Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Debt issuance costs | $ 2,500 | ||||
Debt instrument of minimum liquidity | $ 15,000 | ||||
Interest rate on outstanding loans | 2% | ||||
Current borrowing capacity | $ 50,000 | ||||
Proceeds from borrowing on line of credit | $ 5,000 | $ 20,000 | $ 40,000 | ||
Unused capacity, commitment fee percentage | 0.50% | ||||
Interest rate on outstanding loans | 0.375% | ||||
Due from banks | $ 20,000 | ||||
Repayment of line of credit | $ 20,000 | $ 40,000 | |||
Debt instrument of maximum leverage ratio, minimum fixed charge coverage ratio, and less than liquidity | $ 20,000 | ||||
PNC Revolver Facility | Revolving Credit Facility | Secured Overnight Financing Rate SOFR | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, basis spread on variable rate | 0.75% | ||||
PNC Revolver Facility | Revolving Credit Facility | Secured Overnight Financing Rate SOFR | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, basis spread on variable rate | 0% | ||||
PNC Revolver Facility | Reference Rate Loans | Federal Fund Rates | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, basis spread on variable rate | 0.50% | ||||
PNC Revolver Facility | Reference Rate Loans | Secured Overnight Financing Rate (SOFR) Plus | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1% |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||||
Mar. 01, 2023 | Aug. 01, 2022 | Mar. 01, 2022 | Mar. 01, 2021 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options granted (in shares) | 100,000 | ||||||||
Restricted stock units granted (in shares) | 3,328,426 | ||||||||
Total stock-based compensation expense | $ 3,601 | $ 17,127 | $ 11,468 | $ 22,869 | |||||
Issuance of common stock, stock purchase plan (in shares) | 3,023,598 | ||||||||
Shares available for issuance (in shares) | 1,776,402 | 1,776,402 | |||||||
Property And Equipment | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total stock-based compensation expense | $ 200 | $ 300 | $ 500 | $ 500 | |||||
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 | Minimum | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted price per share percent | 100% | ||||||||
Stock Options | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options granted (in shares) | 0 | ||||||||
Weighted average grant date fair value (in USD per share) | $ 1.88 | $ 2.05 | $ 1.88 | $ 2.05 | |||||
Unrecognized stock based compensation | $ 1,400 | $ 1,400 | |||||||
Unrecognized stock based compensation, amortized weighted average period | 2 years 8 months 4 days | ||||||||
Performance-Based Restricted Stock Units | 2021 Performance-Based Restricted Stock Unit Awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Restricted stock units granted (in shares) | 938,831 | ||||||||
RSUs and PSUs granted (in USD per share) | $ 13.28 | ||||||||
Vesting period | 3 years | ||||||||
Total stock-based compensation expense | 0 | $ 0 | $ 0 | $ 0 | |||||
Performance-Based Restricted Stock Units | 2022 Performance-Based Restricted Stock Unit Awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Restricted stock units granted (in shares) | 470,383 | 1,171,494 | |||||||
Total stock-based compensation expense | 300 | 1,000 | |||||||
Performance-Based Restricted Stock Units | 2022 Performance-Based Restricted Stock Unit Awards | Tranche One | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
RSUs and PSUs granted (in USD per share) | $ 1.14 | $ 4.82 | |||||||
Performance-Based Restricted Stock Units | 2022 Performance-Based Restricted Stock Unit Awards | Tranche Two | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
RSUs and PSUs granted (in USD per share) | 0.81 | 3.87 | |||||||
Performance-Based Restricted Stock Units | 2022 Performance-Based Restricted Stock Unit Awards | Tranche Three | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
RSUs and PSUs granted (in USD per share) | $ 0.60 | $ 3.14 | |||||||
Performance-Based Restricted Stock Units | 2023 Performance-Based Restricted Stock Unit Awards | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Restricted stock units granted (in shares) | 1,482,033 | ||||||||
RSUs and PSUs granted (in USD per share) | $ 3.34 | ||||||||
Total stock-based compensation expense | 500 | $ 600 | |||||||
Restricted stock units | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Restricted stock units granted (in shares) | 3,328,426 | ||||||||
RSUs and PSUs granted (in USD per share) | $ 3.33 | ||||||||
Fair value of options vested, total | 100 | $ 1,000 | $ 1,300 | $ 1,900 | |||||
Unrecognized stock based compensation | $ 27,200 | $ 27,200 | |||||||
Unrecognized stock based compensation, amortized weighted average period | 2 years 7 months 20 days | ||||||||
Employee Stock Purchase Plan | 2013 Employee Stock Purchase Plan | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock reserved for future issuance (in shares) | 1,200,000 | 1,200,000 | |||||||
Percentage of outstanding stock | 0.50% | ||||||||
Annual increases in number of shares available for issuance (in shares) | 400,000 | 400,000 | |||||||
2013 Employee Stock Purchase Plan ("ESPP") | 2013 Employee Stock Purchase Plan | |||||||||
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] | |||||||||
Total stock-based compensation expense | $ 4,000 | ||||||||
Stock Based Compensation Expense | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unrecognized stock based compensation | $ 28,600 | $ 28,600 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule 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, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected life (in years) | 6 years 7 days | 6 years 29 days | 6 years 7 days | |
Risk-free interest rate | 2.96% | 4.22% | 2.96% | |
Volatility | 50% | 55% | 50% | |
Dividend yield | 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 | 5.26% | 1.54% | ||
Volatility | 55% | 65% | ||
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 | 4.54% | 0.07% | ||
Volatility | 55% | 60% | ||
Employee Stock Purchase Plan | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate | 5.26% | 1.54% | ||
Volatility | 80% | 65% |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Stock Option and Restricted Stock Units Award Activity (Details) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Shares Available for Grant | ||
Beginning balance (in shares) | 9,794,123 | |
Increase in shares authorized (in shares) | 3,885,986 | |
Options granted (in shares) | (100,000) | |
RSUs granted (in shares) | (3,328,426) | |
RSUs canceled or expired (in shares) | 277,905 | |
RSUs vested and withheld for taxes (in shares) | 586,826 | |
Ending balance (in shares) | 11,116,414 | 9,794,123 |
RSUs Outstanding, Number of Shares | ||
Restricted stock units granted (in shares) | 3,328,426 | |
RSUs canceled or expired (in shares) | (277,905) | |
Options Outstanding, Number of Shares | ||
Beginning balance (in shares) | 7,424,230 | |
Options granted (in shares) | 100,000 | |
Options exercised (in shares) | (240,000) | |
Ending balance (in shares) | 7,284,230 | 7,424,230 |
Vested and exercisable at the end of period (in shares) | 6,592,197 | |
Options Outstanding, Weighted Average Exercise Price | ||
Weighted Average Exercise Price, Options Outstanding (in USD per share) | $ / shares | $ 6.66 | $ 6.61 |
Options granted (in USD per share) | $ / shares | 3.34 | |
Options exercised (in USD per share) | $ / shares | 3.70 | |
Vested and exercisable at the end of period (in USD per share) | $ / shares | $ 6.94 | |
Options Outstanding, Weighted Average Remaining Contractual Term (Years) / Aggregate Intrinsic Value | ||
Weighted average remaining contractual term (years) | 3 years 18 days | 4 years 4 months 17 days |
Beginning balance, aggregate intrinsic value | $ | $ 121 | |
Options exercised, aggregate intrinsic value | $ | 93 | |
Ending balance, aggregate intrinsic value | $ | $ 386 | $ 121 |
Vested and exercisable at the end of period, weighted average remaining contractual term (years) | 2 years 5 months 4 days | |
Vested and exercisable at the end of period, aggregate intrinsic value | $ | $ 262 | |
Restricted stock units | ||
Shares Available for Grant | ||
RSUs granted (in shares) | (3,328,426) | |
RSUs canceled or expired (in shares) | 277,905 | |
RSUs Outstanding, Number of Shares | ||
Beginning balance (in shares) | 7,078,967 | |
Restricted stock units granted (in shares) | 3,328,426 | |
RSUs vested (in shares) | (2,116,698) | |
RSUs canceled or expired (in shares) | (277,905) | |
Ending balance (in shares) | 8,012,790 | 7,078,967 |
RSUs Outstanding, Weighted Average Grant Date Fair Value | ||
Beginning balance (in USD per share) | $ / shares | $ 5.45 | |
RSUs and PSUs granted (in USD per share) | $ / shares | 3.33 | |
RSUs vested (in USD per share) | $ / shares | 5.86 | |
RSUs canceled or expired (in USD per share) | $ / shares | 9.48 | |
Ending balance (in USD per share) | $ / shares | $ 4.43 | $ 5.45 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Stock Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 3,601 | $ 17,127 | $ 11,468 | $ 22,869 |
Cost of revenues | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 280 | 500 | 502 | 1,032 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 510 | 812 | 1,141 | 1,703 |
Research and development | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 345 | 674 | 603 | 1,641 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 2,466 | $ 15,141 | $ 9,222 | $ 18,493 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
(Benefit from) provision for income taxes | $ (247) | $ 2,346 | $ (701) | $ 2,512 |
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, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (15,898) | $ (43,358) | $ (33,570) | $ (69,664) |
Weighted-average number of common shares used in computing net loss per share, basic (in shares) | 98,424 | 95,369 | 97,941 | 95,148 |
Weighted-average number of common shares used in computing net loss per share, diluted (in shares) | 98,424 | 95,369 | 97,941 | 95,148 |
Net loss per share, basic (in USD per share) | $ (0.16) | $ (0.45) | $ (0.34) | $ (0.73) |
Net loss per share, diluted (in USD per share) | $ (0.16) | $ (0.45) | $ (0.34) | $ (0.73) |
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, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Outstanding common equivalent shares (in shares) | 15,344 | 24,316 | 15,344 | 24,316 |
Stock options and ESPP | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Outstanding common equivalent shares (in shares) | 7,331 | 7,222 | 7,331 | 7,222 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Outstanding common equivalent shares (in shares) | 8,013 | 5,573 | 8,013 | 5,573 |
Shares related to convertible senior notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Outstanding common equivalent shares (in shares) | 0 | 11,521 | 0 | 11,521 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 USD ($) | Mar. 31, 2023 ft² | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | |
Lessee, Lease, Description [Line Items] | |||||
Operating leases future minimum monthly rental payments due | $ 28,759 | $ 28,759 | |||
Total lease costs | 800 | $ 1,300 | 1,600 | $ 2,800 | |
Operating lease costs for right-of-use assets | 1,000 | 1,300 | 2,100 | 2,700 | |
Short-term lease costs related to short-term operating leases | $ 200 | $ 0 | 500 | $ 100 | |
CALIFORNIA | Office Lease | |||||
Lessee, Lease, Description [Line Items] | |||||
Sublease term | 54 months | ||||
Area of property | ft² | 15,607 | ||||
Sublease income received | $ 100 | ||||
Professional Sports Team Suite | |||||
Lessee, Lease, Description [Line Items] | |||||
Operating lease, term of contract | 20 years | 20 years | |||
Operating leases future minimum monthly rental payments due | $ 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, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Leases [Abstract] | ||||
Cash paid for operating lease liabilities | $ 1,676 | $ 1,651 | $ 3,232 | $ 2,981 |
Right-of-use assets obtained in exchange for lease obligations | $ 0 | $ 0 | $ 0 | $ 0 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information Related to Operating Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 12,703 | $ 14,475 |
Other current liabilities | 6,772 | 6,325 |
Other non-current liabilities | 18,454 | 21,221 |
Total operating lease liabilities | $ 25,226 | $ 27,546 |
Weighted average remaining lease term (in years) | 5 years 1 month 6 days | 5 years 3 months 18 days |
Weighted average discount rate | 5% | 5% |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other current liabilities | Other current liabilities |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2023, remaining six months | $ 4,581 | |
2024 | 6,194 | |
2025 | 4,803 | |
2026 | 3,344 | |
2027 | 2,710 | |
2028 and thereafter | 7,127 | |
Total lease payments | 28,759 | |
Less: Imputed Interest | (3,533) | |
Total | $ 25,226 | $ 27,546 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 17, 2021 | Jun. 30, 2023 | Dec. 31, 2020 | |
Commitments And Contingencies [Line Items] | |||
Loss on contract settlement | $ 8.8 | ||
Result Marketing Group, Ltd. v. Southeastern Grocers et al | Southeastern Grocers | |||
Commitments And Contingencies [Line Items] | |||
Damages | $ 59 | ||
Open Purchase Commitments | |||
Commitments And Contingencies [Line Items] | |||
Distribution fees, software license fees and marketing services | $ 17 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Retirement Benefits [Abstract] | ||||
Rate at which the company matches employee contribution | 3% | |||
Maximum contribution amount | $ 6,000 | |||
Matching contribution expense | $ 500,000 | $ 600,000 | $ 1,000,000 | $ 1,300,000 |