8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (date of earliest event reported)
February 5, 2015

Coupons.com Incorporated

(Exact name of Registrant as specified in its charter)

Delaware	001-36331	77-0485123
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

400 Logue Avenue
Mountain View, California 94043 

(Address of principal executive offices)

(650) 605-4600 

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On February 9, 2015, Coupons.com Incorporated (the “Company”) issued a press release regarding financial results for the fourth quarter and fiscal year ended December 31, 2014. The Company also posted on its website (www.couponsinc.com) slides with accompanying prepared remarks regarding such financial results. Copies of the press release and slides are attached as Exhibits 99.1 and 99.2, respectively, and the information in Exhibits 99.1 and 99.2 is incorporated herein by reference.

The information in Item 2.02 and Item 9.01 in this Current Report on Form 8-K and the exhibits attached hereto shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 (d)

  On February 5, 2015, the board of directors (the “Board”) of the Company, upon recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Steve Horowitz to the Board, effective in June 2015. Mr. Horowitz will join the Board as a Class III director.

In connection with his service as a director, Mr. Horowitz will receive the Company’s standard non-employee director cash and equity compensation. Mr. Horowitz will receive an initial grant of a stock option with a grant date value of $250,000 (the “Initial Grant”). The shares underlying the Initial Grant will vest and become exercisable as to 25% of the shares on each annual anniversary of the date of grant, subject to continued services as a director through the applicable vesting date.

Mr. Horowitz will also receive a pro-rata portion of the $30,000 annual retainer for his service from the effective date of his appointment through the remaining portion of the year ending at the Company’s 2015 annual meeting of stockholders. Starting on the date of our 2016 annual meeting of stockholders, Mr. Horowitz will also be granted a stock option with a grant date value of $150,000 (the “Annual Grant”). The shares underlying the Annual Grant will vest and become exercisable upon the earlier of (i) the day prior to the next year’s annual meeting of stockholders or (ii) one year from the grant date, subject to continued services as a director through the applicable vesting date.

In connection with his appointment, Mr. Horowitz and the Company will enter into the Company's standard form of director indemnity agreement (the “Indemnity Agreement”). In addition to the indemnification required in the Company’s amended and restated certificate of incorporation and amended and restated bylaws, the Indemnity Agreement generally provides for the indemnification of Mr. Horowitz for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought against him by reason of the fact that he is or was serving in such capacity, to the extent indemnifiable under the law. The foregoing description is qualified in its entirety by the full text of the form of Indemnity Agreement, which was filed as Exhibit 10.1 to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on February 14, 2014 and which exhibit is incorporated by reference herein.

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Since January 2015, Mr. Horowitz has served as Vice President of Engineering at Snapchat, Inc. Before joining Snapchat, Mr. Horowitz served as Senior Vice President of Engineering at Motorola Mobility, LLC, a mobile device company, from December 2012 through January 2015.  From January 2009 through December 2012, Mr. Horowitz served as Chief Technology Officer for the Company. Prior to that he worked at Google, Microsoft and Apple. Mr. Horowitz holds a Bachelor of Arts degree from the University of Michigan, Ann Arbor.

Item 8.01 Other Events.

Coupons.com Incorporated Stock Repurchase Program

On February 5, 2015, the Board of the Company authorized the repurchase of up to $50 million of the Company’s common stock through February 2016, unless earlier terminated by the Board. Stock repurchases may be made from time-to-time in open market transactions or privately negotiated transactions. The timing of any repurchases and the actual number of shares repurchased will depend on a variety of factors. The Company may suspend, modify or terminate this repurchase program at any time without prior notice. The Company issued a press release to announce the adoption of the stock repurchase program, attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press release, dated February 9, 2015, regarding financial results of Coupons.com Incorporated for the fourth quarter and fiscal year ended December 31, 2014 and stock repurchase program.
99.2	Slides, dated February 9, 2015, regarding financial results of the fourth quarter and fiscal year ended December 31, 2014.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Coupons.com Incorporated
By:	/s/ Richard Hornstein
	Richard Hornstein
	General Counsel

Date: February 9, 2015

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release, dated February 9, 2015, regarding financial results of Coupons.com Incorporated for the fourth quarter and fiscal year ended December 31, 2014 and stock repurchase program.
99.2	Slides, dated February 9, 2015, regarding financial results of the fourth quarter and fiscal year ended December 31, 2014.

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EX-99.1

Coupons.com Incorporated Reports Fourth Quarter and Full Year 2014 Financial Results

Company Delivers 32% Revenue Growth in 2014 Over 2013

Demonstrates Significant Operating Leverage in 2014

Announces Stock Repurchase Plan

Steve Horowitz to Join Board of Directors

MOUNTAIN VIEW, Calif., Feb. 9, 2015 /PRNewswire/ -- Coupons.com Incorporated (NYSE: COUP), a leader in digital coupons, today reported financial results for the fourth quarter and full year ended December 31, 2014.

2014 Financial Highlights

• Total revenue for 2014 increased 32% to $221.8 million, compared to $167.9 million in 2013.
• Total digital coupon transactions in 2014 increased to 1.6 billion, up 23% from 2013.
• Adjusted EBITDA for 2014 increased to $24.0 million compared to $1.7 million in 2013.
• GAAP net loss for 2014 was $23.4 million, which included $35.5 million in stock-based compensation expense. GAAP net loss in 2013 was $11.2 million, which included $5.2 million in stock-based compensation expense.
• Cash generated from operations was $11.5 million in 2014 compared with cash used in operations of $14.2 million in 2013.

"2014 marked a very successful year, delivering on several key milestones and laying the foundation for continued growth," said Steven Boal, President and CEO of Coupons.com Incorporated. "We delivered 32% revenue growth over last year, with solid momentum in all areas of our business. Our Retailer iQ platform is performing well, demonstrating scale in transaction volumes, consumer adoption, and mobile usage. As we enter 2015, we're excited about the business and our position as a leader in the transformational shift from offline to digital. We believe our focus on data analytics, scaling our network, and mobile engagement will continue to drive our business as we digitally connect retailers, brands and shoppers.

"I'm also very pleased to announce that Steve Horowitz, Vice President of Engineering at Snapchat, and former CTO at Coupons.com will be joining our board of directors in June, 2015. Steve brings a wealth of leadership and mobile expertise, and we look forward to welcoming him back."

Fourth Quarter Financial Results

Total revenue for the fourth quarter 2014 was $60.0 million, compared to $52.6 million for the comparable period in 2013. GAAP net loss for the fourth quarter 2014 was $1.7 million, which included $7.8 million in stock-based compensation expense. For comparison, GAAP net income for the fourth quarter 2013 was $1.5 million, which included $1.6 million in stock-based compensation. Adjusted EBITDA for the fourth quarter 2014 was $8.3 million, compared with $5.3 million for the fourth quarter 2013.

"We are very pleased with our performance for the year, although, Q4 was slightly impacted by promotions revenue when a few large CPGs did not repeat December holiday campaigns they ran in 2013. However, we continued to see significant operating leverage improvement in the fourth quarter, demonstrating strength in the model," said Mir Aamir, CFO and COO of Coupons.com. "We are excited about the many benefits our Retailer iQ platform brings and, for 2015, anticipate a faster growth rate in the second half of 2015 as scale in Retailer iQ continues to build."

"We also are announcing that the board of directors has approved a stock repurchase program which we believe underscores our long term growth prospects and demonstrates our continued commitment to maximizing shareholder value."

2014 Business Highlights

Momentum in our digital coupon platform, the Coupons.com Retailer iQ™ Platform. Last year we launched Retailer iQ, our mobile-first digital coupon platform that enables retailers to engage shoppers in a personalized and targeted way using shopper and behavioral data. As retailers go live on the platform and, more importantly, begin marketing the program to their customers, the platform begins to scale. Shopper adoption rates continued to increase in the fourth quarter, with digital transactions from Retailer iQ increasing 86% from the prior quarter. Retailers live on the platform are also seeing benefits from their digital engagement efforts such as basket size increases from those shoppers using Retailer iQ as compared with shoppers that are not engaged on the platform. With our nine announced retail partners, we will serve a total of 18 retail brand names, with distribution reach into approximately $200 billion of total sales in the U.S.

Focus on mobile initiatives. Retailer iQ continued to drive consumer engagement on mobile devices. Over 70% of the Retailer iQ platform usage is via mobile. Other mobile initiatives in 2014 included our partnership with Samsung, the launch of Card Linked Offers, and additional enhancements to our popular Coupons.com app.

Media business grows 64% in 2014. CPGs and other brand marketers have embraced the strategic value of running integrated campaigns across our large network of publishers. As shopper data increases from Retailer iQ, the opportunity to serve more targeted web and mobile ads on retailer properties and across our publishing network also increases.

Continuing to scale the network. New products provide added benefits to our CPGs and retailer partners, and enhance the consumer experience. We recently launched our CPG targeting solution using data analytics from Retailer iQ. CPGs and retailers can now use our platform to reach specific shoppers and segments, providing targeted digital offers to the right consumer at the right moment. Also, in 2014, we added a proprietary and personalized digital-circular product, connected to Retailer iQ, to help retailers shift their static paper circulars to digital delivery. Our digital circular will enable retailers to offer shoppers relevant, targeted promotions based on their shopping behaviors and purchase data.

Business Outlook

As of today, Coupons.com is providing its outlook for the first quarter and full year 2015.

For the first quarter 2015, total revenue is expected to be in the range of $52.0 million to $54.0 million. Adjusted EBITDA is expected to be in the range of $1.0 million to $3.0 million.

For the full year 2015, total revenue is expected to be in the range of $275.0 million to $290.0 million. We anticipate a stronger growth rate in the back half of 2015 as compared to the first six months of 2015 due to the anticipated Retailer iQ volume ramp. Adjusted EBITDA for the full year 2015 is expected to be in the range of $40.0 million to $50.0 million, reflecting significant margin expansion over last year.

Coupons.com Announces Stock Repurchase Plan

On February 5, 2015, the board of directors authorized the repurchase of up to $50.0 million of the Company's common stock from time to time in open market or in privately negotiated transactions. The timing and the amount of any repurchases of common stock will be determined based on a variety of factors.

As of December 31, 2014, Coupons.com had $201.1 million in cash and cash equivalents and generated $11.5 million in cash from operations in the year.

Company Appoints New Member to Board of Directors

As announced in a separate press release today, Coupons.com announced that it has appointed Steve Horowitz, Vice President of Engineering at Snapchat, Inc. and former Chief Technology Officer at Coupons.com, to its board of directors effective in June 2015.

Prior to joining Snapchat in January 2015, Mr. Horowitz led global software engineering as the Senior Vice President of Software Engineering at Motorola Mobility, where he was responsible for Motorola's software strategy and products. Prior to joining Coupons.com in 2009, Mr. Horowitz ran the Android development team at Google. He has also held key leadership roles at Microsoft and Apple.

Conference Call Information

Coupons.com President and CEO Steven Boal, and CFO and COO Mir Aamir will host a conference call and live webcast to discuss the Company's financial results and business outlook today at 5:00 p.m. EST / 2:00 p.m. PST. Questions that investors would like to see asked during the call should be sent to ir@couponsinc.com.

To access the call, please dial (877) 201-0168, or outside the U.S. (647) 788-4901, with Conference ID# 66250146 at least five minutes prior to the 2:00 p.m. PST start time. The live webcast will be available at http://investors.couponsinc.com under the Events and Presentations menu. A replay of the webcast will be available on the website following the conference call.

Use of Non-GAAP Financial Measures

Coupons.com has presented Adjusted EBITDA in this press release because it is a key measure used by its management and board of directors to understand and evaluate its core operating performance and trends, to prepare and approve its annual budget, to develop short and long-term operational plans, and to determine bonus payouts. In particular, the Company believes that the exclusion of the expenses eliminated in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of its core business. Additionally, Adjusted EBITDA is a key financial measure used by the compensation committee of the board of directors in connection with the determination of compensation for its executive officers. Accordingly, Coupons.com believes that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating the Company's operating results in the same manner as its management and board of directors. Coupons.com defines Adjusted EBITDA as net income (loss) adjusted for interest expense, other income (expense) – net, provision for income taxes, depreciation and amortization, stock-based compensation, and the change in fair value of contingent consideration.

Coupons.com's use of Adjusted EBITDA has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of the Company's financial results as reported under GAAP. Some of these limitations are:

• Although depreciation and amortization are non-cash expenses, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect capital expenditure requirements for such replacements or for new capital expenditure requirements;
• Adjusted EBITDA does not reflect: (i) changes in, or cash requirements for, working capital needs; (ii) the potentially dilutive impact of stock-based compensation; (iii) the changes in fair value of contingent consideration; or (iv) tax payments that may represent a reduction in cash available to Coupons.com; and other companies, including companies in its industry, may calculate Adjusted EBITDA or similarly titled measures differently, which reduces its usefulness as a comparative measure.

These non-GAAP financial measures are not intended to be considered in isolation from, as substitutes for, or as superior to, the corresponding financial measures prepared in accordance with GAAP. Because of these and other limitations, Adjusted EBITDA should be considered along with other GAAP-based financial performance measures, including various cash flow metrics, net income (loss), and the Company's other GAAP financial results.

For a reconciliation of non-GAAP financial measures to the nearest comparable GAAP financial measures, see "Reconciliation of Net Income (Loss) to Adjusted EBITDA" included in this press release.

Forward-Looking Statements

This release contains forward-looking statements based largely on Coupons.com's current expectations and projections about future events and financial trends affecting its business. Forward looking statements in this release include Coupons.com's current expectations with respect to revenues and Adjusted EBITDA for the first quarter of 2015 and for the full year 2015, the Company's expectations for the continued accelerating shift to the Coupons.com Retailer iQ digital platform, Coupons.com's expectations regarding implementing the Coupons.com Retailer iQ platform with other retailer partners, Coupons.com's expectations regarding digital coupon and mobile growth, and increased operating leverage, the Company's expectations regarding the benefits of a stock repurchase program, and Coupons.com's expectations regarding future growth. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available to Coupons.com's management at the date of this release and its management's good faith belief as of such date with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to, Coupons.com's financial performance, including its revenues, margins, costs, expenditures, growth rates and operating expenses, and its ability to generate positive cash flow and become profitable; the amount and timing of digital promotions by CPGs, which are affected by budget cycles, economic conditions and other factors; the Company's ability to adapt to changing market conditions; the Company's ability to retain and expand its business with existing CPGs and retailers; the Company's ability to maintain and expand the use by consumers of digital promotions on its platforms; the Company's ability to attract and retain third-party advertising agencies, performance marketing networks and other intermediaries; the Company's ability to effectively manage its growth; the effects of increased competition in the Company's markets and its ability to compete effectively; the Company's ability to effectively grow and train its sales team; the Company's ability to obtain new CPGs and retailers and to do so efficiently; the Company's ability to maintain, protect and enhance its brand and intellectual property; costs associated with defending intellectual property infringement and other claims; the Company's ability to successfully enter new markets; the Company's ability to develop and launch new services and features; the Company's ability to attract and retain qualified employees and key personnel; the Company's ability to successfully integrate acquired companies into its business and other factors identified in Coupons.com's filings with the Securities and Exchange Commission (the "SEC"), including its quarterly report on Form 10-Q filed with the SEC on November 6, 2014. Additional information will also be set forth in Coupons.com's future quarterly reports on Form 10-Q, annual reports on Form 10-K and other filings that the Company makes with the SEC. Coupons.com disclaims any obligation to update information contained in these forward-looking statements whether as a result of new information, future events, or otherwise.

About Coupons.com Incorporated

Coupons.com Incorporated (NYSE: COUP) is a leading digital promotion and media platform that connects brands, retailers and consumers. We distribute digital coupons and media through a variety of products, including: digital printable coupons, digital paperless coupons, coupon codes, and card linked offers. We operate Coupons.com Retailer iQ™, a mobile-first, real-time digital coupon platform that connects directly into a retailer's point-of-sale system and provides targeting and analytics for manufacturers and retailers. We also power digital coupon initiatives in online marketing campaigns -- including display and video advertising. Our distribution network includes our flagship site, Coupons.com, approximately 30,000 third-party publishers, as well as our mobile applications, Coupons.com and Grocery iQ®, and those of our many partners. Clients include hundreds of consumer packaged goods companies, such as Clorox, Procter & Gamble, General Mills and Kellogg's, as well as top retailers like CVS, H-E-B, Kroger, Safeway, Dollar General and Walgreens. Founded in 1998, Coupons.com is based in Mountain View, Calif., and is bringing the multi-billion dollar promotions industry into the digital world. Investors interested in learning more about the Company can visit http://www.couponsinc.com and follow us on Twitter at @couponsinc.

COUPONS.COM INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)
	Three Months Ended December 31,		Year Ended December 31,
	2014	2013	2014	2013
Revenues	$60,001	$52,597	$221,761	$167,892
Costs and expenses:
Cost of revenues (1)	21,722	14,235	86,186	52,080
Sales and marketing (1)	22,686	18,219	78,865	61,793
Research and development (1)	10,984	9,979	49,583	40,102
General and administrative (1)	8,085	8,320	33,392	24,232
Change in fair value of contingent consideration	(2,935)	—	(5,741)	—
Total costs and expenses	60,542	50,753	242,285	178,207
Income (loss) from operations	(541)	1,844	(20,524)	(10,315)
Interest expense	(79)	(307)	(922)	(953)
Other income (expense), net	16	(15)	(72)	19
Income (loss) before provision for income taxes	(604)	1,522	(21,518)	(11,249)
Provision for income taxes	1,119	—	1,926	—
Net income (loss)	$ (1,723)	$  1,522	$ (23,444)	$ (11,249)
Less: net income attributable to participating stockholders	—	1,522	—	—
Net income (loss) attributable to common stockholders	$ (1,723)	$     —	$ (23,444)	$ (11,249)
Net income (loss) per share attributable to common stockholders, basic and     diluted	$   (0.02)	$     —	$    (0.35)	$    (0.57)
Weighted-average shares used in per common share calculation, basic and     diluted	80,543	20,899	67,828	19,626
(1) The stock-based compensation expense included above was as follows:
	Three Months Ended December 31,		Year Ended December 31,
	2014	2013	2014	2013
Cost of revenues	$     492	$      48	$    3,086	$      300
Sales and marketing	2,565	484	9,464	1,492
Research and development	2,119	217	11,536	1,015
General and administrative	2,607	878	11,424	2,374
Total stock-based compensation	$  7,783	$  1,627	$  35,510	$    5,181

COUPONS.COM INCORPORATED
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA AND TRANSACTION DATA
(Unaudited, in thousands)
	Three Months Ended December 31,		Year Ended December 31,
	2014	2013	2014	2013
Net income (loss)	$ (1,723)	$  1,522	$  (23,444)	$  (11,249)
Adjustments:
Interest expense	79	307	922	953
Other income (expense), net	(16)	15	72	(19)
Provision for income taxes	1,119	—	1,926	—
Depreciation and amortization	3,959	1,796	14,737	6,859
Stock-based compensation	7,783	1,627	35,510	5,181
Change in fair value of contingent consideration	(2,935)	—	(5,741)	—
Total adjustments	$  9,989	$  3,745	$   47,426	$   12,974
Adjusted EBITDA	$  8,266	$  5,267	$   23,982	$     1,725
Transactions (2)	376,512	371,795	1,608,082	1,311,973
(2) A transaction is the distribution of a digital coupon through Coupons.com's platform that generates revenues. The Company presents transactions as it believes that its ability to increase the number of transactions using its platform is an important indicator of its ability to grow revenues.

COUPONS.COM INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands)
	December 31,
	2014	2013
Assets
Current assets:
Cash and cash equivalents	$ 201,075	$   38,972
Accounts receivable, net	51,061	42,185
Prefunded coupons cash deposits	740	920
Prepaid expenses and other current assets	3,429	3,100
Total current assets	256,305	85,177
Property and equipment, net	25,399	29,942
Intangible assets, net	11,818	1,813
Goodwill	29,277	9,887
Deferred tax assets	—	195
Other assets	9,008	7,222
Total assets	$ 331,807	$ 134,236
Liabilities, Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit)
Current liabilities:
Accounts payable	$    6,358	$    5,589
Accrued compensation and benefits	14,861	13,721
Other current liabilities	15,790	13,699
Prefunded coupons cash obligations	740	920
Deferred revenues	6,219	6,751
Debt obligations	7,500	7,500
Debt obligations, related party	—	15,577
Total current liabilities	51,468	63,757
Other non-current liabilities	89	1,046
Deferred rent	738	1,222
Deferred tax liabilities	2,624	195
Total liabilities	54,919	66,220
Redeemable convertible preferred stock	—	270,262
Stockholders' equity (deficit):
Preferred stock	—	—
Common stock	1	—
Additional paid-in capital	531,018	28,403
Treasury stock, at cost	(61,935)	(61,935)
Accumulated other comprehensive income (loss)	(1)	37
Accumulated deficit	(192,195)	(168,751)
Total stockholders' equity (deficit)	276,888	(202,246)
Total liabilities, redeemable convertible preferred stock and stockholders' equity (deficit)	$ 331,807	$ 134,236

COUPONS.COM INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
	Year Ended December 31,
	2014	2013
Cash flows from operating activities:
Net loss	$ (23,444)	$ (11,249)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	14,737	6,859
Stock-based compensation	35,510	5,181
Accretion of debt discount	173	228
Amortization of debt issuance cost	77	19
Loss on disposal of property and equipment	9	1
Provision for doubtful accounts	136	155
Deferred income taxes	1,926	—
Change in fair value of contingent consideration	(5,741)	—
Changes in operating assets and liabilities:
Accounts receivable	(8,863)	(13,129)
Prepaid expenses and other current assets	(4,086)	(3,780)
Accounts payable and other current liabilities	1,152	(790)
Accrued compensation and benefits	1,104	2,402
Deferred revenues	(490)	(680)
Other	(742)	625
Net cash provided by (used in) operating activities	11,458	(14,158)
Cash flows from investing activities:
Purchases of property and equipment	(9,580)	(14,474)
Acquisitions, net of cash acquired	(13,341)	—
Purchases of intangible assets	(111)	(11)
Net cash used in investing activities	(23,032)	(14,485)
Cash flows from financing activities:
Proceeds from issuance of common stock	10,585	3,661
Proceeds from initial public offering, net of offering costs	176,525	—
Exercise of warrant	1,610	498
Net borrowings under revolving line of credit	—	7,500
Repayment of debt obligations, related party	(15,000)	—
Principal payments on capital lease obligations	(58)	(40)
Payment of deferred offering costs	—	(2,220)
Other	—	(177)
Net cash provided by financing activities	173,662	9,222
Effect of exchange rates on cash and cash equivalents	15	(2)
Net increase (decrease) in cash and cash equivalents	162,103	(19,423)
Cash and cash equivalents at beginning of period	38,972	58,395
Cash and cash equivalents at end of period	$ 201,075	$  38,972

Logo - http://photos.prnewswire.com/prnh/20141016/152630LOGO

CONTACT: Investor Relations: Stacie Clements, +1-650-605-4535, ir@couponsinc.com or Media: Paul Sloan, Coupons.com, +1-650-396-8754, psloan@couponsinc.com

EX-99.2

©2015 Coupons.com Incorporated. Confidential and Proprietary 1

©2015 Coupons.com Incorporated. Confidential and Proprietary Coupons.com Incorporated Q4 and Full Year 2014 Financial Results February 9 , 2015 2

©2015 Coupons.com Incorporated. Confidential and Proprietary This presentation and the accompanying oral presentation contain “forward - looking” statements that are based on our management’s beliefs and assumptions and on information currently available to management, including Coupons.com’s projected first quarter and full year 2015 results, its plans, including product launches, strategy, and business outlook. Coupons.com operates in very competitive and rapidly changing environments, and new risks may emerge from time to time. It is n ot possible for Coupons.com’s management to predict all risks, nor can it assess the impact of all factors on our business or the extent to which any factor, or combinat ion of factors, may cause actual results to differ materially from those contained in any forward - looking statements Coupons.com may make. Forward - looking statements should not be read as gu arantees of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forw ard - looking statements are based on information available to Coupons.com’s management at the date of this release and its management’s good faith belief as of such date with respect t o f uture events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the fo rward - looking statements. Important factors that could cause such differences include, but are not limited to, Coupons.com’s financial performance, including its revenues, margins, co sts, expenditures, growth rates and operating expenses, and its ability to generate positive cash flow and become profitable; the amount and timing of digital promotions b y C PGs, which are affected by budget cycles, economic conditions and other factors; the company’s ability to adapt to changing market conditions; the company’s ability to retain a nd expand its business with existing CPGs and retailers; the company’s ability to maintain and expand the use by consumers of digital promotions on its platforms; the company’s abili ty to attract and retain third - party advertising agencies, performance marketing networks and other intermediaries; the company’s ability to effectively manage its growth; the effects of increased competition in the company’s markets and its ability to compete effectively; the company’s ability to effectively grow and train its sales team; the company’s ability to obtain new CPGs and retailers and to do so efficiently; the company’s ability to maintain, protect and enhance its brand and intellectual property; costs associated with defending intel lec tual property infringement and other claims; the company’s ability to successfully enter new markets; the company’s ability to acquire and integrate new companies; the compan y’s ability to develop and launch new services and features; the company’s ability to attract and retain qualified employees and key personnel. These factors, together with those described in greater detail in Coupons.com’s quarterly report on Form 10 - Q filed with the SEC on November 6, 2014, and in Coupons.com’s future quarterly reports on Form 10 - Q, annual r eports on Form 10 - K and other filings made with the SEC, may cause our actual results, performance or achievements to differ materially and adversely from those anticipated or implied by our forward - looking statements. Coupons.com disclaims any obligation to update information contained in these forward - looking statements whether as a result of new information, future events, or otherwise. In addition to the U.S. GAAP financials, this presentation includes certain non - GAAP financial measures. The non - GAAP measures have limitations as analytical tools and you should not consider them in isolation or as a substitute for an analysis of our results under U.S. GAAP. There are a number of limitations related to the use of these non - GAAP financial measures versus their nearest GAAP equivalents. For example, other companies may calculate non - GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non - GAAP financial measures as tools for comparison. Coupons.com considers these non - GAAP financial measures to be important because they provide useful measures of the operating performance of the company, exclusiv e o f unusual events or factors that do not directly affect what we consider to be our core operating performance, and are used by the company's management for that purpose. The us e of non - GAAP measures is further discussed in the accompanying press release, which has been furnished to the SEC on Form 8 - K and posted on Coupons.com’s website. The press release also defines our non - GAAP financial measures. A reconciliation between GAAP and non - GAAP measures can also be found in the accompanying press release and in the A ppendix hereto. Forward - Looking Statements 3

©2015 Coupons.com Incorporated. Confidential and Proprietary Steven Boal Founder, President and CEO 4

©2015 Coupons.com Incorporated. Confidential and Proprietary ► Delivered 32% year - over - year revenue growth ► Demonstrated significant operating leverage with Adjusted EBITDA of $24.0 million, or 11% Adjusted EBITDA margin ► Generated $11.5M in cash from operations ► M edia revenue grew 64% year over year ► Retailer iQ demonstrating strong momentum in consumer adoption, mobile usage, and transaction volume ► Launched new products and expanded our platform Full Year 2014 Highlights 5

© 2014 Coupons.com Incorporated. Proprietary and Confidential CPG Trade Promotion Spend $ 200B Large and Growing Market Opportunity CPG Advertising Spend $34B CPG Coupons Distributed 315B Transactions 1.3B Source: POI, Accenture, IDC, and NCH *First Cooperative Free - standing Insert Introduced in 1970 2013

©2015 Coupons.com Incorporated. Confidential and Proprietary Early Success in Retailer iQ Indicates Scale in 2H2015 7 Retailer iQ mobile adoption continues to exceed 70% M obile users are 60% more active than desktop users Consumer adoption continues to build rapidly Q4 Retailer iQ volumes grew 86% sequentially

©2015 Coupons.com Incorporated. Confidential and Proprietary Retailer IQ Adoption Trends 8 First Retailer Marketing Campaign CUMULATIVE USERS COUPONS PER USER Coupons Per User Daily Activity Note: Based on one retailer example

©2015 Coupons.com Incorporated. Confidential and Proprietary Key Themes for 2015 Launched a targeting solution for CPGs, enabling them to leverage our growing network and reach specific audience members Developed e - circular product, bringing personalization and targeting to the static paper circular F ocus on mobile and the consumer experience Mobile Data & Analytics 9 Expanding the Network

©2015 Coupons.com Incorporated. Confidential and Proprietary Mir Aamir CFO and COO 10

©2015 Coupons.com Incorporated. Confidential and Proprietary Q4 & FY 2014 Overview Metric Q4 2014 Q4 2013 Y/Y Growth FY 2014 FY 2013 Y/Y Growth Total Revenue $60.0M $52.6 M 14% $221.8M $167.9M 32% Adjusted EBITDA $8.3M $5.3M 57% $24.0M $1.7M 1290% Total Promotion Transactions 377M 372M 1% 1.6B 1.3B 23% ► $201M in Cash and Cash Equivalents as of year end ► Generated $6.2M in cash from operations in Q4 2014 ► Generated $11.5M in cash from operations in FY2014 Note: Adjusted EBITDA is net income (loss) adjusted for interest expense, other income (expense) - net, provision for income ta xes, depreciation and amortization, stock - based compensation, and change in fair value of contingent consideration. See Appendix for reconciliation to GAAP. 11

©2015 Coupons.com Incorporated. Confidential and Proprietary Revenue Components ($ in millions ) Q4 2013 Q4 2014 Promotions Media & Advertising $42.1 $10.5 $52.6 $60.0 $45.9 $ 14.1 12 FY 2013 FY 2014 Promotions Media & Advertising $167.9 $221.8 $135.9 $32.0 $169.2 $52.6

©2015 Coupons.com Incorporated. Confidential and Proprietary Retailer iQ Volume Growing Rapidly Q3 2014 Q4 2014 Digital coupon transactions on RiQ Platform +86% 13

©2015 Coupons.com Incorporated. Confidential and Proprietary Q4 Operating Expense* Leverage 0 5 10 15 20 25 30 35 40 45 50 Q4 2013 Q4 2014 Q4 2013 Q4 2014 G&A R&D S&M $9.8M $18.2M $22.7M $10.0M $11.0M $8.3M $36.5M $8.1M $7.4M $20.1M $8.9M $17.7M $34.5M $5.5M $34.9M $ 41 .8M Investments over the last three years in technology, operations and sales continue to drive revenue growth and operating leverage GAAP Basis Excluding Stock - based Compensation** *Note: Excludes change in fair value of contingent consideration **Note: Excludes stock - based compensation expense resulting from restricted stock units (“RSUs”), stock options, and RSAs includ ed in Coupons.com’s condensed consolidated statements of operations 14 66.0% 57.5% Q4 2013 Q4 2014 As % Revenue

©2015 Coupons.com Incorporated. Confidential and Proprietary Annual Growth Trends $91.3M $112.1M $167.9M $ 221.8M 2011 2012 2013 2014 34% CAGR 15

©2015 Coupons.com Incorporated. Confidential and Proprietary Q1 and FY 2015 Outlook Q1 2015 FY 2015 Total Revenue $52M – $54M $275M – $290M Adjusted EBITDA (Non - GAAP) $1M – $3M $40M – $50M • Anticipate revenue growth in the second half of 2015 to be higher than the first half due to the volume ramp in Retailer iQ • Although CPGs plan budgets on an annual basis, quarterly deployment of that budget may vary quarter by quarter - looking at our business on an annual basis will be more reflective of our overall business • Anticipate Adjusted EBITDA to significantly increase in the second half of 2015 Quantitative Guidance Qualitative Guidance Note: Adjusted EBITDA, a non - GAAP financial measure, is net income (loss) adjusted for interest expense, other income (expense) - net, provision for income taxes, depreciation and amortization, change in fair value contingent consideration and stock - based compensation. 16

©2015 Coupons.com Incorporated. Confidential and Proprietary Q&A 17

©2015 Coupons.com Incorporated. Confidential and Proprietary Appendix 18

©2015 Coupons.com Incorporated. Confidential and Proprietary Non - GAAP Reconciliation Reconciliation of Net Income ( Loss) To Adjusted EBITDA (in thousands) Three Months Ended December, 31 Twelve Months Ended December, 31 2014 2013 2014 2013 Net income (loss) $ (1,723) $ 1,522 $ (23,444) $ (11,249) Adjustments: Interest expense 79 307 922 953 Other income (expense), net (16) 15 72 (19) Provision for income taxes 1,119 — 1,926 — Depreciation and amortization 3,959 1,796 14,737 6,859 Stock - based compensation 7,783 1,627 35,510 5,181 Change in fair value of contingent consideration (2,935) — (5,741) — Total Adjustments $ 9,989 $ 3,745 $ 47,426 $ 12,974 Adjusted EBITDA $ 8,266 $ 5,267 $ 23,982 $ 1,725 Transactions 376,512 371,795 1,608,082 1,311,973 Note: A transaction is the distribution of a digital coupon through Coupons.com’s platform that generates revenue. The company presents transactions as it believes that its ability to increase the number of transactions using its platform is an important indicator of its ability to grow revenues . 19