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)
November 1, 2016
Quotient Technology Inc.
(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 November 1, 2016, Quotient Technology Inc. (the “Company”) issued a press release regarding financial results for the third quarter ended September 30, 2016. The press release is furnished herewith as Exhibit 99.1.
Item 7.01 | Regulation FD Disclosure |
The Company issued a press release, dated November 1, 2016, regarding financial results for the third quarter ended September 30, 2016. The press release is furnished herewith as Exhibit 99.1.
The information in Item 2.02 and Item 7.01, including Exhibit 99.1 shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit Number |
Description | |
99.1 | Press release, dated November 1, 2016, regarding financial results of Quotient Technology Inc. for the third quarter ended September 30, 2016. |
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.
Quotient Technology Inc. | ||
By: | /s/ Connie Chen | |
Connie Chen | ||
General Counsel |
Date: November 1, 2016
EXHIBIT INDEX
Exhibit Number |
Description | |
99.1 | Press release, dated November 1, 2016, regarding financial results of Quotient Technology Inc. for the third quarter ended September 30, 2016. |
Quotient Technology Inc. Reports Third Quarter 2016 Financial Results
MOUNTAIN VIEW, Calif., Nov. 1, 2016 /PRNewswire/ -- Quotient Technology Inc. (NYSE: QUOT), a leading digital promotions and media company that connects brands, retailers, and shoppers, today reported financial results for the third quarter ended September 30, 2016.
"We delivered strong third quarter results, highlighted by record volume across the network and increased digital marketing by many of our retail and CPG partners. We also signed new partnerships that expand our digital distribution and solidify us as a leading platform for digital promotions and media," said Steven Boal, CEO of Quotient. "Greater scale on and off our Owned and Operated properties creates additional opportunities as we continue to invest in Quotient Insights, using shopper data to tie sales to media campaigns."
Third Quarter 2016 Financial Results
Adjusted EBITDA, a non-GAAP financial measure, is reconciled to the corresponding GAAP measure at the end of this release.
Business Highlights
Retailer iQ Continued to Scale
New Partnerships Expand Network
Business Outlook
As of today, Quotient is providing the following business outlook.
For the fourth quarter 2016, total revenue is expected to be in the range of $68.0 million to $71.0 million. Adjusted EBITDA for the fourth quarter 2016 is expected to be in the range of $6.0 million to $7.0 million. For the full year 2016, total revenue is expected to be in the range of $267.8 million to $270.8 million. Adjusted EBITDA for the full year 2016 is expected to be in the range of $27.2 million to $28.2 million.
A reconciliation of Adjusted EBITDA, a non-GAAP guidance measure, to a corresponding GAAP measure is not available on a forward-looking basis without unreasonable efforts due to the high variability and low visibility of certain (income) expense items that are excluded in calculating Adjusted EBITDA.
Conference Call Information
Management will host a conference call and live webcast to discuss the Company's financial results and business outlook today at 4:30 p.m. EST / 1:30 p.m. PST. Questions that investors would like to see asked during the call should be sent to ir@quotient.com.
To access the call, please dial (877) 201-0168, or outside the U.S. (647) 788-4901, with Conference ID# 92110426 at least five minutes prior to the 1:30 p.m. PST start time. The live webcast and accompanying presentation can be accessed on the Investor Relations section of the Company website at: http://investors.quotient.com/. A replay of the webcast will be available on the website following the conference call.
Use of Non-GAAP Financial Measure
Quotient has presented Adjusted EBITDA, a non-GAAP financial measure, in this press release, because it is a key measure used by Quotient's management and board of directors to understand and evaluate 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 and executive officer compensation. 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, Quotient 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 the Company's management and board of directors. Quotient defines Adjusted EBITDA as net income (loss) adjusted for interest expense, other income (expense) – net, provision for (benefit from) income taxes, depreciation and amortization, stock-based compensation, gain on sale of a right to use a web domain name, one-time charge associated with certain distribution fees and net change in fair value of escrowed shares and contingent consideration.
Quotient'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 Quotient's financial results as reported under GAAP. Some of these limitations are:
This non-GAAP financial measure is 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 loss, and the Company's other GAAP financial results.
For a reconciliation of this non-GAAP financial measure to the nearest comparable GAAP financial measure, see "Reconciliation of Net Loss to Adjusted EBITDA" included in this press release.
Forward-Looking Statements
This press release contains forward-looking statements concerning the Company's current expectations and projections about future events and financial trends affecting its business. Forward looking statements in this press release include the Company's current expectations with respect to revenues and Adjusted EBITDA for the fourth quarter and full year 2016, the Company's expectations for the continued scaling and growth of the Retailer iQ digital platform, including expectations regarding its certified partner program and its ability to grow and perform and meet the expectations of consumers, retailers and CPGs, the Company's expectations regarding the future demand and behavior of consumers, retailers and CPGs, the Company's expectations regarding its targeted promotions and targeted media offerings and the Company's expectations with respect to its future investments and growth and ability to leverage its investments and operating expenses. 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 the Company's management at the date of this press 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, the Company'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, including the Company's ability to adapt to changes in consumer habits, including mobile device usage; seasonal variations in consumer behavior; the Company's ability to retain and expand its business with existing CPGs and retailers; the Company's ability to negotiate fee arrangements with CPGs and retailers; the impact of mobile on the Company's platform; the Company's ability to maintain and expand the use by consumers of digital promotions on its platforms and add retailers to such platforms; the Company's ability to attract and retain third-party advertising agencies, performance marketing networks distribution and channel partners, 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 rate of adoption by consumers of new technology, such as our mobile print solution, introduced by the Company; the Company's ability to obtain new CPGs and retailers and to do so efficiently; the Company's ability to successfully integrate acquired companies into its business; 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, and other factors identified in the Company's filings with the Securities and Exchange Commission (the "SEC"), including its annual report on Form 10-K filed with the SEC on March 11, 2016. Additional information will also be set forth in the Company's future quarterly reports on Form 10-Q, annual reports on Form 10-K and other filings that the Company makes with the SEC. Quotient disclaims any obligation to update information contained in these forward-looking statements whether as a result of new information, future events, or otherwise.
About Quotient Technology Inc. Quotient Technology Inc. (NYSE: QUOT) is a leading digital promotion and media company 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 Quotient Retailer iQ™, a real-time digital coupon platform that connects 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, our mobile applications, Grocery iQ, Shopmium, and our thousands of publisher partners. We serve hundreds of consumer packaged goods companies, such as Clorox, Procter & Gamble, General Mills and Kellogg's, as well as top retailers like Albertsons-Safeway, CVS, Dollar General, Kroger, and Walgreens. Founded in 1998, Quotient is based in Mountain View, Calif., and is bringing the multi-billion dollar offline promotions industry into the digital world. Learn more about the company at http://quotient.com and follow us on Twitter @Quotient.
Quotient Technology Inc., Quotient Retailer iQ, Coupons.com, Grocery iQ and Shopmium are trademarks of Quotient Technology Inc. All other marks are owned by their respective owners.
Investor Relations Contact:
Stacie Clements
Vice President, Investor Relations
Phone: 650-605-4535
ir@quotient.com
Media Contact:
Paul Sloan
Vice President, Communications
Phone: 650-396-8754
press@quotient.com
QUOTIENT TECHNOLOGY INC. | |||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||
(Unaudited, in thousands) | |||
|
|
|
|
| September 30,
|
| December 31,
|
Assets |
|
|
|
Current assets: |
|
|
|
Cash and cash equivalents | $ 92,496 |
| $ 134,947 |
Short-term investments | 69,116 |
| 25,000 |
Accounts receivable, net | 66,972 |
| 63,239 |
Prepaid expenses and other current assets | 8,193 |
| 5,297 |
Total current assets | 236,777 |
| 228,483 |
Property and equipment, net | 19,282 |
| 25,128 |
Intangible assets, net | 50,440 |
| 14,880 |
Goodwill | 43,895 |
| 43,895 |
Other assets | 1,029 |
| 8,685 |
Total assets | $ 351,423 |
| $ 321,071 |
Liabilities and Stockholders' Equity |
|
|
|
Current liabilities: |
|
|
|
Accounts payable | $ 6,063 |
| $ 8,187 |
Accrued compensation and benefits | 9,955 |
| 15,237 |
Other current liabilities | 17,822 |
| 20,170 |
Deferred revenues | 7,750 |
| 7,342 |
Total current liabilities | 41,590 |
| 50,936 |
Other non-current liabilities | 70 |
| 5 |
Deferred rent | 2,215 |
| 701 |
Contingent consideration related to acquisitions | 552 |
| 1,407 |
Deferred tax liabilities | 2,519 |
| 2,532 |
Total liabilities | 46,946 |
| 55,581 |
|
|
|
|
Stockholders' equity: |
|
|
|
Common stock | 1 |
| 1 |
Additional paid-in capital | 643,601 |
| 570,588 |
Treasury stock, at cost | (96,449) |
| (85,427) |
Accumulated other comprehensive loss | (738) |
| (747) |
Accumulated deficit | (241,938) |
| (218,925) |
Total stockholders' equity | 304,477 |
| 265,490 |
Total liabilities and stockholders' equity | $ 351,423 |
| $ 321,071 |
|
|
|
|
|
|
|
|
QUOTIENT TECHNOLOGY INC. | |||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||
(Unaudited, in thousands, except per share data) | |||||||
|
|
|
|
|
|
|
|
| Three Months Ended
|
| Nine Months Ended
| ||||
| 2016 |
| 2015 |
| 2016 |
| 2015 |
Revenues | $ 66,470 |
| $56,467 |
| $199,768 |
| $167,896 |
Costs and expenses: |
|
|
|
|
|
|
|
Cost of revenues (1) | 35,126 |
| 22,778 |
| 85,500 |
| 66,767 |
Sales and marketing (1) | 20,415 |
| 23,403 |
| 67,656 |
| 66,321 |
Research and development (1) | 12,414 |
| 11,890 |
| 38,419 |
| 36,671 |
General and administrative (1) | 10,041 |
| 8,382 |
| 32,394 |
| 24,740 |
Change in fair value of escrowed shares and contingent consideration, net | 105 |
| (238) |
| (963) |
| 1,484 |
Total costs and expenses | 78,101 |
| 66,215 |
| 223,006 |
| 195,983 |
Loss from operations | (11,631) |
| (9,748) |
| (23,238) |
| (28,087) |
Interest expense | — |
| (126) |
| — |
| (288) |
Gain on sale of a right to use a web domain name | — |
| — |
| — |
| 4,800 |
Other income (expense), net | 398 |
| 47 |
| 418 |
| 26 |
Loss before income taxes | (11,233) |
| (9,827) |
| (22,820) |
| (23,549) |
Provision for (benefit from) income taxes | 79 |
| (9) |
| 193 |
| (388) |
Net loss | $(11,312) |
| $ (9,818) |
| $ (23,013) |
| $ (23,161) |
|
|
|
|
|
|
|
|
Net loss per share attributable to common stockholders, basic and diluted | $ (0.13) |
| $ (0.12) |
| $ (0.28) |
| $ (0.28) |
Weighted-average number of common shares used in computing net loss per
| 84,732 |
| 82,831 |
| 83,484 |
| 83,335 |
|
|
|
|
|
|
|
|
(1) The stock-based compensation expense included above was as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended
|
| Nine Months Ended
| ||||
| 2016 |
| 2015 |
| 2016 |
| 2015 |
Cost of revenues | $ 467 |
| $ 419 |
| $ 1,457 |
| $ 1,301 |
Sales and marketing | 1,155 |
| 2,723 |
| 4,279 |
| 9,097 |
Research and development | 1,837 |
| 2,411 |
| 5,728 |
| 7,460 |
General and administrative | 3,269 |
| 2,521 |
| 10,183 |
| 7,655 |
Total stock-based compensation | $ 6,728 |
| $ 8,074 |
| $ 21,647 |
| $ 25,513 |
|
|
|
|
|
|
|
|
QUOTIENT TECHNOLOGY INC. | |||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||
(Unaudited, in thousands) | |||
|
|
|
|
| Nine Months Ended
| ||
| 2016 |
| 2015 |
Cash flows from operating activities: |
|
|
|
Net loss | $(23,013) |
| $ (23,161) |
Adjustments to reconcile net loss to net cash provided by operating activities: |
|
|
|
Depreciation and amortization | 16,252 |
| 11,879 |
Stock-based compensation | 21,647 |
| 25,513 |
Amortization of debt issuance cost | — |
| 134 |
Loss on disposal of property and equipment | 245 |
| 2 |
Gain on sale of a right to use a web domain name | — |
| (4,800) |
Allowance for doubtful accounts | 237 |
| 46 |
Deferred income taxes | 193 |
| (456) |
One-time charge for certain distribution fees | 7,435 |
| — |
Change in fair value of escrowed shares and contingent consideration, net | (963) |
| 1,484 |
Changes in operating assets and liabilities: |
|
|
|
Accounts receivable | (3,970) |
| (2,295) |
Prepaid expenses and other current assets | (596) |
| (2,790) |
Accounts payable and other current liabilities | (3,720) |
| 2,061 |
Accrued compensation and benefits | (5,180) |
| (3,279) |
Deferred revenues | 408 |
| 1,190 |
Net cash provided by operating activities | 8,975 |
| 5,528 |
|
|
|
|
Cash flows from investing activities: |
|
|
|
Purchases of property and equipment | (5,004) |
| (9,406) |
Purchase of intangible assets | (63) |
| (283) |
Purchase of short-term investment | (69,116) |
| — |
Proceeds from maturity of short-term investment | 25,000 |
| — |
Proceeds from sale of a right to use a web domain name | — |
| 4,800 |
Net cash used in investing activities | (49,183) |
| (4,889) |
|
|
|
|
Cash flows from financing activities: |
|
|
|
Proceeds from issuance of common stock | 9,613 |
| 4,656 |
Repurchases of common stock | (11,819) |
| (8,852) |
Repayment of debt obligations | — |
| (7,500) |
Principal payments on capital lease obligations | (38) |
| (46) |
Net cash used in financing activities | (2,244) |
| (11,742) |
Effect of exchange rates on cash and cash equivalents | 1 |
| 16 |
Net decrease in cash and cash equivalents | (42,451) |
| (11,087) |
Cash and cash equivalents at beginning of period | 134,947 |
| 201,075 |
Cash and cash equivalents at end of period | $ 92,496 |
| $189,988 |
|
|
|
|
| |||||||
| |||||||
QUOTIENT TECHNOLOGY INC. | |||||||
RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA AND TRANSACTION DATA | |||||||
(Unaudited, in thousands) | |||||||
|
|
|
|
|
|
|
|
| Three Months Ended
|
| Nine Months Ended
| ||||
| 2016 |
| 2015 |
| 2016 |
| 2015 |
Net loss | $ (11,312) |
| $ (9,818) |
| $ (23,013) |
| $ (23,161) |
Adjustments: |
|
|
|
|
|
|
|
Stock-based compensation | 6,728 |
| 8,074 |
| 21,647 |
| 25,513 |
Depreciation and amortization | 6,144 |
| 4,099 |
| 16,252 |
| 11,879 |
One-time charge for certain distribution fees | 7,435 |
| — |
| 7,435 |
| — |
Change in fair value of escrowed shares and contingent consideration, net | 105 |
| (238) |
| (963) |
| 1,484 |
Interest expense | — |
| 126 |
| — |
| 288 |
Other (income) expense, net | (398) |
| (47) |
| (418) |
| (26) |
Provision for (benefit from) income taxes | 79 |
| (9) |
| 193 |
| (388) |
Gain on sale of a right to use a web domain name | — |
| — |
| — |
| (4,800) |
|
|
|
|
|
|
|
|
Total adjustments | $ 20,093 |
| $ 12,005 |
| $ 44,146 |
| $ 33,950 |
|
|
|
|
|
|
|
|
Adjusted EBITDA | $ 8,781 |
| $ 2,187 |
| $ 21,133 |
| $ 10,789 |
|
|
|
|
|
|
|
|
Transactions (1) | 682,106 |
| 403,382 |
| 1,754,145 |
| 1,188,029 |
|
|
|
|
|
|
|
|
(1) A transaction is any action that generates revenue, directly or indirectly, including per item transaction fees, revenue sharing fees, set up fees and volume-based fixed fees. Transactions exclude self-generated retailer offers where no revenue is received. |
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