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)
May
1, 2018
______________
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 |
(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:
⃞ 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 May 1, 2018, Quotient Technology Inc., (the “Company”) issued a press release regarding its financial results for the first quarter ended March 31, 2018. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
The Company issued a press release, dated May 1, 2018, regarding the Company’s 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 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 8.01 Other Events
Quotient Technology Inc. Stock Repurchase Program
On May 1, 2018, the Company announced a stock repurchase program pursuant to which the Company is authorized to repurchase up to $100.0 million of the Company’s common stock from May 5, 2018 through May 4, 2019, unless earlier terminated by the Board of Directors of the Company. Stock repurchases may be made from time to time in open market transactions or privately negotiated transactions, and the Company may use a plan that is intended to meet the requirements of SEC Rule 10b5-1 to enable stock repurchases to occur during periods when the trading window would otherwise be closed. 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 on May 1, 2018 to announce the adoption of the stock repurchase program. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. |
|
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: May 1, 2018 |
Exhibit 99.1
Quotient Technology Inc. Reports First Quarter 2018 Financial Results
Q1 2018: Total revenue was $86.8M, up 20% over Q1 2017; Media revenue increased 51% over same period
Crossed major milestone delivering over 1.0 billion transactions in Q1, 29% growth over Q1 2017
Company signed exclusive media partnership with another Retailer iQ partner
Company authorized $100M stock buyback program
MOUNTAIN VIEW, Calif.--(BUSINESS WIRE)--May 1, 2018--Quotient Technology Inc. (NYSE: QUOT), the leading data-driven digital promotions and media company, today reported financial results for the first quarter ended March 31, 2018.
“We had a great start to the year, with media and Retailer iQ posting strong revenue growth. Our platform generated strong shopper demand, and we crossed an exciting milestone, delivering more than one billion transactions in the quarter,” said Mir Aamir, President & CEO of Quotient. “Our solutions help drive the shift to digital and, with shopper data as the foundation, give brands and retailers the digital platform they need to compete in today’s environment.”
First Quarter 2018 Financial Results
Adjusted EBITDA, a non-GAAP measure, is reconciled to the corresponding GAAP measure at the end of this release.
Company Signed Exclusive Media Partnership With Another Retailer iQ Partner
In the first quarter, the Company signed another Retailer iQ partner to its media platform, whereby Quotient is now their exclusive digital media partner for shopper marketing. Quotient’s end-to-end solution helps brands reach millions of shoppers by targeting them using retailers’ purchasing data and creating relevant ads with integrated call-to-action items (such as a digital coupon) to drive sales online or in-store. Included is closed-loop measurement and analytics that links digital ad views to a shopper’s verified purchase.
Company Authorized New Stock Buyback Program
The Company's Board of Directors authorized a new stock buyback program of up to $100.0 million of the Company's common stock, effective May 5, 2018, through a combination of a new 10B5-1 plan and an open window 10B-18 plan.
Business Highlights
More Dollars Shift to Quotient, Leveraging Shopper Data to Drive Profitable Sales
Retailer iQ and Media continue to lead growth in the business, together growing 36% over Q1 2017 as CPGs take advantage of the growing shopper demand on the platform. These two parts of the business made up 73% of total revenue in Q1 2018.
CPG Brands And Retailers Broaden Use of Quotient Capabilities
Launched Breakthrough Analytics Solution
Business Outlook
As of today, Quotient is providing the following business outlook.
For the second quarter 2018, total revenue is expected to be in the range of $87.0 million to $90.0 million. Adjusted EBITDA for the second quarter 2018 is expected to be in the range of $12.0 million to $14.0 million.
For the full year 2018, total revenue is expected to be in the range of $379.0 million to $394.0 million. Adjusted EBITDA for the full year 2018 is expected to be in the range of $65.0 million to $73.0 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.
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 (866) 393-4306, or outside the U.S. (734) 385-2616, with Conference ID# 2279947 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, change in fair value of escrowed shares and contingent consideration, net, 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 income (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 second quarter and fiscal year 2018; 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 audience reach of our platforms; the Company’s expectations regarding its targeted promotions and targeted media offerings, the Company’s expectations regarding Quotient Analytics, the Company’s expectations regarding use of shopper data for its solutions; the Company’s expectations 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 annual report on Form 10-K filed with the SEC on February 16, 2018. 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 delivers personalized digital coupons and ads—informed by proprietary shopper and online engagement data—to millions of shoppers daily. Our core platform, Quotient Retailer iQ™, connects to a retailer’s point-of-sale system and provides targeting and analytics for consumer packaged goods (CPGs) brands and retailers. Retailer iQ powers savings programs that reach about 50 percent of all U.S. households. Our distribution network also includes our Coupons.com app and website, thousands of publishing partners and, in Europe, the Shopmium mobile app. We also operate Crisp Mobile, which creates mobile ads aimed at shoppers. We serve hundreds of CPGs, such as Clorox, Procter & Gamble, General Mills and Kellogg’s, and retailers like Albertsons Companies, CVS, Dollar General, Kroger and Walgreens. Founded in 1998, Quotient is based in Mountain View, California, and has offices across the U.S., in Bangalore, India; Paris and London. Learn more at Quotient.com, and follow us on Twitter @Quotient.
Quotient, Quotient Retailer iQ and QMX are trademarks of Quotient Technology Inc. All other marks are owned by their respective owners.
QUOTIENT TECHNOLOGY INC. | ||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||
(in thousands) | ||||||
March 31, |
December 31, |
|||||
(unaudited) | ||||||
Assets | ||||||
Current assets: | ||||||
Cash and cash equivalents | $ | 330,447 | $ | 334,635 | ||
Short-term investments | 50,874 | 59,902 | ||||
Accounts receivable, net | 85,631 | 81,189 | ||||
Prepaid expenses and other current assets | 10,092 | 8,737 | ||||
Total current assets | 477,044 | 484,463 | ||||
Property and equipment, net | 16,149 | 16,610 | ||||
Intangible assets, net | 43,652 | 46,490 | ||||
Goodwill | 80,506 | 80,506 | ||||
Other assets | 1,264 | 1,006 | ||||
Total assets | $ | 618,615 | $ | 629,075 | ||
Liabilities and Stockholders’ Equity | ||||||
Current liabilities: | ||||||
Accounts payable | $ | 2,942 | $ | 6,090 | ||
Accrued compensation and benefits | 8,022 | 13,914 | ||||
Other current liabilities | 31,897 | 35,538 | ||||
Deferred revenues | 6,944 | 6,276 | ||||
Contingent consideration related to acquisitions | 24,500 | 18,500 | ||||
Total current liabilities | 74,305 | 80,318 | ||||
Other non-current liabilities | 3,254 | 3,205 | ||||
Convertible senior notes, net | 148,532 | 145,821 | ||||
Deferred tax liabilities | 1,734 | 1,690 | ||||
Total liabilities | 227,825 | 231,034 | ||||
Stockholders’ equity: | ||||||
Common stock | 1 | 1 | ||||
Additional paid-in capital | 690,049 | 686,025 | ||||
Accumulated other comprehensive loss | (722) | (700) | ||||
Accumulated deficit | (298,538) | (287,285) | ||||
Total stockholders’ equity | 390,790 | 398,041 | ||||
Total liabilities and stockholders’ equity | $ | 618,615 | $ | 629,075 | ||
QUOTIENT TECHNOLOGY INC. | ||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||
(Unaudited, in thousands, except per share data) | ||||||
Three Months Ended |
||||||
2018 | 2017 | |||||
Revenues | $ | 86,766 | $ | 72,579 | ||
Costs and expenses: | ||||||
Cost of revenues (1) | 40,453 | 29,212 | ||||
Sales and marketing (1) | 23,830 | 23,837 | ||||
Research and development (1) | 12,626 | 13,120 | ||||
General and administrative (1) | 11,392 | 11,893 | ||||
Change in fair value of escrowed shares and contingent consideration, net | 7,350 | (2,585) | ||||
Total costs and expenses | 95,651 | 75,477 | ||||
Loss from operations | (8,885) | (2,898) | ||||
Interest expense | (3,308) | — | ||||
Other income (expense), net | 938 | 127 | ||||
Loss before income taxes | (11,255) | (2,771) | ||||
Provision for (benefit from) income taxes | 102 | (97) | ||||
Net loss | $ | (11,357) | $ | (2,674) | ||
Net loss per share, basic and diluted | $ | (0.12) | $ | (0.03) | ||
Weighted-average shares used to compute net loss per share, basic and diluted | 92,711 | 87,490 | ||||
(1) The stock-based compensation expense included above was as follows: | ||||||
Three Months Ended |
||||||
2018 | 2017 | |||||
Cost of revenues | $ | 540 | $ | 451 | ||
Sales and marketing | 1,600 | 1,332 | ||||
Research and development | 1,827 | 2,011 | ||||
General and administrative | 3,829 | 3,962 | ||||
Total stock-based compensation | $ | 7,796 | $ | 7,756 | ||
QUOTIENT TECHNOLOGY INC. | ||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||
(Unaudited, in thousands) | ||||
Three Months Ended |
||||
2018 | 2017 | |||
Cash flows from operating activities: | ||||
Net loss | $ (11,357) | $ (2,674) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 4,417 | 4,532 | ||
Stock-based compensation | 7,796 | 7,756 | ||
Amortization of debt discount and issuance cost | 2,425 | — | ||
Loss on disposal of property and equipment | 2 | — | ||
Allowance for doubtful accounts | 95 | (268) | ||
Deferred income taxes | 102 | (97) | ||
Change in fair value of escrowed shares and contingent consideration, net | 7,350 | (2,585) | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (4,433) | 264 | ||
Prepaid expenses and other current assets | (1,634) | (1,295) | ||
Accounts payable and other current liabilities | (5,783) | (1,749) | ||
Accrued compensation and benefits | (5,901) | (4,843) | ||
Deferred revenues | 668 | 726 | ||
Net cash used in operating activities | (6,253) | (233) | ||
Cash flows from investing activities: | ||||
Purchases of property and equipment | (1,713) | (1,637) | ||
Purchase of short-term investments | (25,721) | (25,078) | ||
Proceeds from maturity of short-term investment | 34,750 | 50,116 | ||
Net cash provided by investing activities | 7,316 | 23,401 | ||
Cash flows from financing activities: | ||||
Proceeds from issuances of common stock under stock plans | 1,675 | 1,144 | ||
Payments for taxes related to net share settlement of equity awards | (6,857) | — | ||
Principal payments on promissory note and capital lease obligations | (82) | (9) | ||
Net cash provided by (used in) financing activities | (5,264) | 1,135 | ||
Effect of exchange rates on cash and cash equivalents | 13 | 9 | ||
Net increase (decrease) in cash and cash equivalents | (4,188) | 24,312 | ||
Cash and cash equivalents at beginning of period | 334,635 | 106,174 | ||
Cash and cash equivalents at end of period | $ 330,447 | $ 130,486 | ||
QUOTIENT TECHNOLOGY INC. | ||||||||
RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA AND TRANSACTION DATA | ||||||||
(Unaudited, in thousands) | ||||||||
Three Months Ended |
||||||||
2018 | 2017 | |||||||
Net loss | $ | (11,357 | ) | $ | (2,674 | ) | ||
Adjustments: | ||||||||
Stock-based compensation | 7,796 | 7,756 | ||||||
Depreciation, amortization and other (1) | 5,619 | 5,404 | ||||||
Change in fair value of escrowed shares and contingent consideration, net | 7,350 | (2,585 | ) | |||||
Interest expense | 3,308 | — | ||||||
Other (income) expense, net | (938 | ) | (127 | ) | ||||
Provision for (benefit from) income taxes | 102 | (97 | ) | |||||
Total adjustments | $ | 23,237 | $ | 10,351 | ||||
Adjusted EBITDA | $ | 11,880 | $ | 7,677 | ||||
Transactions (2) | 1,027,297 | 795,270 | ||||||
(1) Other includes enterprise resource planning ("ERP") software implementation costs and restructuring charges of $0.05 million and $1.2 million, respectively, for the three months ended March 31, 2018. Other includes ERP software implementation costs and certain acquisition related costs of $0.2 million and $0.7 million, respectively, for the three months ended March 31, 2017. | ||||||||
(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