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): October 30, 2017
______________
Quotient Technology Inc.
(Exact
name of registrant as specified in its charter)
______________
Delaware |
001-36331 |
77-0485123 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
400 Logue Avenue
Mountain View, California 94043
(Address
of principal executive offices) (Zip code)
(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:
⃞ 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))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
Emerging growth company ⊠
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. ⊠
Item 2.02. Results of Operations and Financial Condition.
On November 1, 2017, Quotient Technology Inc. (the “Company”),
issued a press release regarding financial results for the third quarter
ended September 30, 2017. The press release is furnished herewith as
Exhibit 99.1, and is incorporated herein by reference.
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
d) Election of new directors
On October 30, 2017, the Company’s Board of Directors (the “Board”) appointed Ms. Michelle McKenna-Doyle to serve as a member of the Board effective immediately. The Board expanded its size to nine members and appointed Ms. McKenna-Doyle to fill the newly created seat. Ms. McKenna-Doyle will serve as a Class II director, with a term expiring at the Company’s 2019 annual meeting of stockholders. Ms. McKenna-Doyle has also been appointed to the Audit Committee and Nominating and Corporate Governance Committee of the Board. The Board has determined that Ms. McKenna-Doyle is an independent director under the applicable requirements of the New York Stock Exchange and the Securities Exchange Act of 1934, as amended.
Since September 2012, Ms. McKenna-Doyle has served as Senior Vice President and Chief Information Officer of the National Football League (the “NFL”). She is executive sponsor of the NFL WIN – Women’s Network, and was recently awarded a Game Changer Award by Sports Business Journal. Prior to joining the NFL, Ms. McKenna-Doyle served as Senior Vice President and Chief Information Officer at Constellation Energy Group, Inc., where she implemented major technology strategic initiatives and led the company’s integration with Exelon Corporation upon the firm’s merger. Since March 2015, Ms. McKenna-Doyle has served on the board of directors of RingCentral, Inc., a leading provider of global enterprise cloud communications and collaboration solutions, and she has also served on the board of directors of comScore, Inc., a leading cross-platform measurement company, since October 2017. From April 2015 to August 2017, Ms. McKenna-Doyle served on the board of directors of Insperity, Inc., a professional employer organization. Ms. McKenna-Doyle was formerly licensed as a certified public accountant in the State of Georgia.
In connection with her service as a director and consistent with the Company’s director compensation policy (the “Director Compensation Policy”) in effect on the date of her appointment, Ms. McKenna-Doyle will receive the Company’s standard non-employee director cash and equity compensation, including an initial award of restricted stock units with the number of restricted stock units equal to $250,000 divided by the closing price of the Company’s stock on the date of grant. Starting on the date of the Company’s 2018 annual meeting of stockholders and subject to her continued service on the date of grant, Ms. McKenna-Doyle will also receive an annual equity award consistent with the terms of the Director Compensation Policy, as then in effect. Ms. McKenna-Doyle will receive a $30,000 annual retainer for her service as a director and an additional annual payment of $7,500 as a member of the Audit Committee and $2,500 as a member of the Nominating and Corporate Governance Committee, both to be paid in quarterly installments for the immediately preceding fiscal quarter and pro-rated for the first fiscal quarter during which she serves as a director based on the number of days served after the effective date of her appointment.
In connection with her appointment, Ms. McKenna-Doyle 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 Ms. McKenna-Doyle for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought against her by reason of the fact that she 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 SEC on February 14, 2014 and which exhibit is incorporated by reference herein.
There are no arrangements or understandings between Ms. McKenna-Doyle and any other persons pursuant to which Ms. McKenna-Doyle was elected as a director. In addition, Ms. McKenna-Doyle has no direct or indirect material interest in any transaction or proposed transaction required to be reported under Section 404(a) of Regulation S-K. On November 1, 2017, the Company issued a press release regarding the appointment of Ms. McKenna-Doyle. 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, 2017, regarding the financial results, among other things. The press release is furnished herewith as Exhibit 99.1.
The information set forth under Item 2.02 and in the press release
attached hereto shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), 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 Exchange Act 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 |
Description | |
Press Release, issued by Quotient Technology Inc. on November 1, 2017. |
SIGNATURE
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, Compliance Officer & |
|
Secretary |
||
Dated: November 1, 2017 |
Exhibit 99.1
Quotient Technology Inc. Reports Third Quarter 2017 Financial Results
Record results include:
Retailer iQ revenue grew 50% over Q3 2016
Retailer iQ shoppers spend 11% more annually than other shoppers, benefiting both retailers and CPGs
Company appoints Michelle McKenna-Doyle, SVP and CIO of the NFL, to Board of Directors
MOUNTAIN VIEW, Calif.--(BUSINESS WIRE)--November 1, 2017--Quotient Technology Inc. (NYSE: QUOT), a leading digital promotions, media and analytics company that connects brands, retailers, and shoppers, today reported financial results for third quarter ended September 30, 2017.
“We delivered a strong third quarter with 23% revenue growth over last year, driven by continued growth in Retailer iQ and an acceleration in our data-driven media business,” said Mir Aamir, President and CEO of Quotient. “Retailers continue to fuel shopper demand on the platform, driving significant sales growth in a highly competitive retail environment. Brands continue to shift more dollars from offline to Quotient’s digital solutions. Early evidence suggests we can accelerate the shift even further with new ROI-based pricing strategies. This is an exciting time. The vision we embarked on several years ago is coming to life as we further establish ourselves as a key digital commerce partner for CPG brands and retailers.”
Aamir added, “I’d like to welcome Michelle McKenna-Doyle to our Board of Directors. Michelle brings deep industry expertise in digital media and technology, and will be a valuable resource for the company.”
Third Quarter 2017 Financial Results
Adjusted EBITDA, a non-GAAP measure, is reconciled to the corresponding GAAP measure at the end of this release.
Third Quarter 2017 Business Highlights
Retailer iQ Delivers Continued Growth
Retailers and Brands Benefit From Increased Sales and Marketing Efficiency
Accelerated Growth in Data-Driven Media Solution
Business Outlook
As of today, Quotient is providing the following business outlook. For the fourth quarter 2017, total revenue is expected to be in the range of $90.0 million to $94.0 million. Adjusted EBITDA for the fourth quarter 2017 is expected to be in the range of $12.0 million to $15.0 million.
For the full year 2017, total revenue is expected to be in the range of $319.0 million to $323.0 million, or approximately 17% growth over full year 2016. Adjusted EBITDA for the full year 2017 is expected to be in the range of $45.1 million to $48.1 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 and expenses items that are excluded in calculating Adjusted EBITDA.
Michelle McKenna-Doyle Appointed to Board of Directors
The Company appointed Michelle McKenna-Doyle to the Board of Directors, effective October 30, 2017.
Michelle McKenna-Doyle has served as Senior Vice President and Chief Information Officer of the NFL since September 2012. She is executive sponsor of the NFL Women’s Interactive Network, and was awarded a Game Changer Award by Sports Business Journal. Prior to joining the NFL, Ms. McKenna-Doyle served as Senior Vice President and Chief Information Officer at Constellation Energy Group, Inc., and President of Vision Interactive Media Group, Inc., a global digital interactive media solutions provider. She currently serves on the Board of Directors of RingCentral, Inc., (RNG) a leading provider of global enterprise cloud communications and collaboration solutions, and comScore, Inc., (SCOR) a leading cross-platform measurement company that measures audiences, brands and consumer behavior.
A full bio can be found on the Board of Directors page of Quotient.com.
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. EDT/ 1:30 p.m. PDT. Questions that investors would like to see asked during the call should be sent to ir@quotient.com.
To access the call, please dial (844) 579-6824, or outside the U.S. (763) 488-9145, with Conference ID# 95847077 at least five minutes prior to the 1:30 p.m. PDT 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. In particular, Quotient believes that the exclusion of certain income and expenses 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 metric used by the compensation committee of our Board of Directors in connection with the determination of compensation for our executive officers. Accordingly, Quotient believes that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating Quotient’s operating results in the same manner as Quotient’s management and Board of Directors.
Quotient defines Adjusted EBITDA as net income (loss) adjusted for stock-based compensation, depreciation and amortization, interest expense, other income (expense) net, provision for (benefit from) income taxes, net change in fair value of escrowed shares and contingent consideration, charges related to Enterprise Resource Planning Software implementation costs, certain acquisition related costs, and restructuring charges.
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 substitute 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 Quotient’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 fiscal year 2017; the Company’s expectations for the continued scaling and growth of the Retailer iQ digital platform, including expectations on its ability to grow, 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, including the shift to digital; the Company’s expectations for Quotient Media Exchange, including expectations regarding the potential reach of the product; the Company’s expectations regarding its targeted promotions and targeted media offerings, our expectation regarding our new pricing strategies, and shopper marketing; the Company’s expectations for the Coupons.com mobile app; 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, 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; the Company’s ability to execute its media strategy; the Company's ability to effectively manage its growth; the Company's ability to successfully integrate acquired companies into its business; the Company's ability to develop and launch new services and features; and other factors identified in the Company’s filings with the Securities and Exchange Commission (the "SEC"), including its quarterly report on Form 10-Q filed with the SEC on August 4, 2017. 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 promotions, media and analytics company that connects brands, retailers and consumers. We distribute digital offers and media through a variety of products, including digital paperless coupons, digital printable 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. Our distribution network includes our flagship app and site, Coupons.com, as well as Grocery iQ®, our thousands of publisher partners and, in Europe, the Shopmium mobile app. We also operate Crisp Mobile, which delivers mobile marketing campaigns. 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 Companies, CVS, Dollar General, Kroger and Walgreens. Founded in 1998, Quotient is based in Mountain View, Calif. Learn more at Quotient.com, and follow us on Twitter @Quotient.
Quotient Technology Inc., Quotient Retailer iQ, Coupons.com, Grocery iQ, Shopmium and Crisp Media are trademarks of Quotient Technology Inc. All other marks are owned by their respective owners.
QUOTIENT TECHNOLOGY INC. | ||||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||||
(in thousands) | ||||||||||
September 30, |
December 31, |
|||||||||
2017 |
2016 |
|||||||||
(unaudited) | ||||||||||
Assets | ||||||||||
Current assets: | ||||||||||
Cash and cash equivalents | $ | 158,664 | $ | 106,174 | ||||||
Short-term investments | 24,607 | 69,172 | ||||||||
Accounts receivable, net | 78,476 | 71,945 | ||||||||
Prepaid expenses and other current assets | 8,530 | 6,293 | ||||||||
Total current assets |
270,277 | 253,584 | ||||||||
Property and equipment, net | 15,638 | 16,376 | ||||||||
Intangible assets, net | 49,446 | 47,987 | ||||||||
Goodwill | 80,506 | 43,895 | ||||||||
Other assets | 936 | 914 | ||||||||
Total assets | $ | 416,803 | $ | 362,756 | ||||||
Liabilities and Stockholders’ Equity |
||||||||||
Current liabilities: | ||||||||||
Accounts payable | $ | 4,129 | $ | 4,968 | ||||||
Accrued compensation and benefits | 11,811 | 13,202 | ||||||||
Other current liabilities | 28,839 | 20,864 | ||||||||
Contingent consideration related to acquisitions | 16,200 | — | ||||||||
Deferred revenues | 7,575 | 6,856 | ||||||||
Total current liabilities | 68,554 | 45,890 | ||||||||
Other non-current liabilities | 520 | 78 | ||||||||
Deferred rent | 1,922 | 2,285 | ||||||||
Contingent consideration related to acquisitions | — | 185 | ||||||||
Deferred tax liabilities | 2,466 | 2,569 | ||||||||
Total liabilities | 73,462 | 51,007 | ||||||||
Stockholders’ equity: | ||||||||||
Common stock | 1 | 1 | ||||||||
Additional paid-in capital | 701,679 | 647,474 | ||||||||
Treasury stock, at cost | (96,574 | ) | (96,574 | ) | ||||||
Accumulated other comprehensive loss | (721 | ) | (748 | ) | ||||||
Accumulated deficit | (261,044 | ) | (238,404 | ) | ||||||
Total stockholders’ equity | 343,341 | 311,749 | ||||||||
Total liabilities and stockholders’ equity | $ | 416,803 | $ | 362,756 | ||||||
QUOTIENT TECHNOLOGY INC. | ||||||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||||||||
(Unaudited, in thousands, except per share data) | ||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||||||
Revenues | $ | 81,950 | $ | 66,470 | $ | 229,022 | $ | 199,768 | ||||||||||||
Costs and expenses: | ||||||||||||||||||||
Cost of revenues (1) | 37,501 | 35,126 | 96,734 | 85,500 | ||||||||||||||||
Sales and marketing (1) | 22,002 | 20,415 | 67,456 | 67,656 | ||||||||||||||||
Research and development (1) | 12,255 | 12,414 | 38,149 | 38,419 | ||||||||||||||||
General and administrative (1) | 11,702 | 10,041 | 35,398 | 32,394 | ||||||||||||||||
Change in fair value of escrowed shares and contingent consideration, net | 9,700 | 105 | 11,015 | (963 | ) | |||||||||||||||
Total costs and expenses | 93,160 | 78,101 | 248,752 | 223,006 | ||||||||||||||||
Loss from operations | (11,210 | ) | (11,631 | ) | (19,730 | ) | (23,238 | ) | ||||||||||||
Other income (expense), net | 276 | 398 | 537 | 418 | ||||||||||||||||
Loss before income taxes | (10,934 | ) | (11,233 | ) | (19,193 | ) | (22,820 | ) | ||||||||||||
Provision for (benefit from) income taxes | (107 | ) | 79 | 66 | 193 | |||||||||||||||
Net loss | $ | (10,827 | ) | $ | (11,312 | ) | $ | (19,259 | ) | $ | (23,013 | ) | ||||||||
Net loss per share, basic and diluted | $ | (0.12 | ) | $ | (0.13 | ) | $ | (0.22 | ) | $ | (0.28 | ) | ||||||||
Weighted-average shares used to compute net loss per share, basic and diluted | 90,492 | 84,732 | 89,000 | 83,484 | ||||||||||||||||
(1) The stock-based compensation expense included above was as follows: | ||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||||||
Cost of revenues | $ | 521 | $ | 467 | $ | 1,457 | $ | 1,457 | ||||||||||||
Sales and marketing | 1,832 | 1,155 | 4,858 | 4,279 | ||||||||||||||||
Research and development | 1,894 | 1,837 | 5,890 | 5,728 | ||||||||||||||||
General and administrative | 4,233 | 3,269 | 12,097 | 10,183 | ||||||||||||||||
Total stock-based compensation | $ | 8,480 | $ | 6,728 | $ | 24,302 | $ | 21,647 | ||||||||||||
QUOTIENT TECHNOLOGY INC. | ||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||
(Unaudited, in thousands) | ||||||||||
Nine Months Ended | ||||||||||
September 30, | ||||||||||
2017 | 2016 | |||||||||
Cash flows from operating activities: | ||||||||||
Net loss | $ | (19,259 | ) | $ | (23,013 | ) | ||||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||||
Depreciation and amortization | 13,280 | 16,252 | ||||||||
Stock-based compensation | 24,302 | 21,647 | ||||||||
Loss on disposal of property and equipment | — |
245 |
||||||||
Allowance for doubtful accounts | (548 | ) | 237 | |||||||
Deferred income taxes | 66 | 193 | ||||||||
One-time charge for certain distribution fees | — | 7,435 | ||||||||
Changes in fair value of escrowed shares and contingent consideration, net | 11,015 | (963 | ) | |||||||
Changes in operating assets and liabilities: | ||||||||||
Accounts receivable | (1,776 | ) | (3,970 | ) | ||||||
Prepaid expenses and other current assets | (2,231 | ) | (596 | ) | ||||||
Accounts payable and other current liabilities | 5,882 | (3,720 | ) | |||||||
Accrued compensation and benefits | (1,454 | ) | (5,180 | ) | ||||||
Deferred revenues | 718 | 408 | ||||||||
Net cash provided by operating activities | 29,995 | 8,975 | ||||||||
Cash flows from investing activities: | ||||||||||
Purchases of property and equipment | (4,383 | ) | (5,004 | ) | ||||||
Purchase of intangible assets | — | (63 | ) | |||||||
Acquisitions, net of cash acquired | (21,048 | ) | — | |||||||
Purchase of short-term investments | (64,685 | ) | (69,116 | ) | ||||||
Proceeds from maturities of short-term investment | 109,250 | 25,000 | ||||||||
Net cash provided by (used in) investing activities | 19,134 | (49,183 | ) | |||||||
Cash flows from financing activities: | ||||||||||
Proceeds from issuances of common stock under stock plans | 5,880 | 9,613 | ||||||||
Payments for taxes related to net share settlement of equity awards | (2,326 | ) | — | |||||||
Repurchases of common stock | — | (11,819 | ) | |||||||
Principal payments on promissory note and capital lease obligations | (161 | ) | (38 | ) | ||||||
Net cash provided by (used in) financing activities | 3,393 | (2,244 | ) | |||||||
Effect of exchange rates on cash and cash equivalents | (32 | ) | 1 | |||||||
Net increase (decrease) in cash and cash equivalents | 52,490 | (42,451 | ) | |||||||
Cash and cash equivalents at beginning of period | 106,174 | 134,947 | ||||||||
Cash and cash equivalents at end of period | $ | 158,664 | $ | 92,496 | ||||||
QUOTIENT TECHNOLOGY INC. | ||||||||||||||||||||
RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA AND TRANSACTION DATA | ||||||||||||||||||||
(Unaudited, in thousands) | ||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||
September 30, | September 30, | |||||||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||||||
Net loss | $ | (10,827 | ) | $ | (11,312 | ) | $ | (19,259 | ) | $ | (23,013 | ) | ||||||||
Adjustments: | ||||||||||||||||||||
Stock-based compensation | 8,480 | 6,728 | 24,302 | 21,647 | ||||||||||||||||
Depreciation, amortization and other (1) | 5,496 | 6,144 | 17,508 | 16,252 | ||||||||||||||||
One-time charge for certain distribution fees | — | 7,435 | — | 7,435 | ||||||||||||||||
Change in fair value of escrowed shares and contingent consideration, net | 9,700 | 105 | 11,015 | (963 | ) | |||||||||||||||
Other (income) expense, net | (276 | ) | (398 | ) | (537 | ) | (418 | ) | ||||||||||||
Provision for (benefit from) income taxes | (107 | ) | 79 | 66 | 193 | |||||||||||||||
Total adjustments | $ | 23,293 | $ | 20,093 | $ | 52,354 | $ | 44,146 | ||||||||||||
Adjusted EBITDA | $ | 12,466 | $ | 8,781 | $ | 33,095 | $ | 21,133 | ||||||||||||
Transactions (2) | 986,671 | 682,106 | 2,575,179 | 1,754,145 | ||||||||||||||||
(1) For the three and nine months ended September 30, 2017, Other includes: enterprise resource planning software implementation costs of $0.5 million and $1.0 million, respectively, certain acquisition related costs of $0.4 million and $1.9 million, respectively, and restructuring charges of zero and $1.3 million, respectively. Acquisition related costs primarily represent diligence, accounting, and legal expenses incurred related to the Crisp acquisition and restructuring charges relates to severance for impacted employees which we generally would not have otherwise incurred in the periods presented as part of our ongoing operations. | ||||||||||||||||||||
(2) 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. | ||||||||||||||||||||
CONTACT:
Quotient Technology Inc.
Investor Relations Contact:
Stacie
Clements, 650-605-4535
Vice President, Investor Relations
ir@quotient.com
or
Media
Contact:
Paul Sloan, 650-396-8754
Vice President, Communications
press@quotient.com