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
7, 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 November 7, 2018 Quotient Technology Inc., (the “Company”) issued a press release regarding its financial results for the third quarter ended September 30, 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 on November 7, 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 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: November 7, 2018 |
Exhibit 99.1
Quotient Technology Inc. Reports Third Quarter 2018 Financial Results
Record revenue of $103.6M, up 26% over Q3 2017, and marking the company’s first $100+ million quarter
Media revenue grew 69% over same period
Signed exclusive digital media partnership with another top U.S. grocer
Delivered over one billion transactions in the quarter
MOUNTAIN VIEW, Calif.--(BUSINESS WIRE)--November 7, 2018--Quotient Technology Inc. (NYSE: QUOT), the leading data-driven digital promotions and media company, today reported financial results for the third quarter ended September 30, 2018.
“Our business is accelerating, driven by strong growth from our Retailer iQ and Media solutions, coupled with a verified buyer audience base of over 100 million, built from the largest source of online and offline grocery shopper data,” said Mir Aamir, President and CEO of Quotient. “We continue to add new solutions and enhance our technology. Our platform combining digital promotions, media and audience data, enables CPG brands and retailers to effectively deliver digital marketing at high ROI, and at scale. We are increasingly becoming CPGs’ key digital marketing partner, as they look to shift more of their $225 billion in annual marketing spend from offline to digital.”
Third Quarter 2018 Financial Results
Adjusted EBITDA, a non-GAAP measure, is reconciled to the corresponding GAAP measure at the end of this release.
Business Highlights
Continued to Deliver Significant Revenue Growth
Deepening Retail Partnerships, Expanding Footprint
Continue to Add and Expand Solutions for Brands and Retailers
Influencer Brand Ahalogy Recognized by Top Independent Research Firm
Executed Purchase in Stock Buyback Program
In the third quarter, we used approximately $4.2 million in cash to repurchase approximately 308,000 shares of our common stock.
Business Outlook
As of today, Quotient is providing the following business outlook.
For the fourth quarter 2018, total revenue is expected to be in the range of $115.0 million to $120.0 million. Adjusted EBITDA for the fourth quarter 2018 is expected to be in the range of $18.0 million to $20.0 million.
For the full year 2018, total revenue is expected to be in the range of $395.0 million to $400.0 million. Adjusted EBITDA for the full year 2018 is expected to be in the range of $59.0 million to $61.0 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# 4790789 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 items of 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 interest expense, provision for (benefit from) income taxes, depreciation and amortization, stock-based compensation, change in fair value of escrowed shares and contingent consideration, net, other income (expense) net, charges related to Enterprise Resource Planning (“ERP”) Software implementation costs, certain acquisition related costs, and restructuring charges. We exclude these items because we believe that these items do not reflect expected future operating expenses. Additionally, certain items are inconsistent in amounts and frequency making it difficult to contribute to a meaningful evaluation of our current or past operating performance.
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 fourth quarter and fiscal year 2018; the Company’s expectations for its offerings, partnerships, pricing strategies and platforms; the Company’s expectations regarding the future demand and behavior of consumers, retailers and CPGs; 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 are based on the Company’s current plans, objectives, estimates, expectations and intentions and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, the Company’s 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 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 performance of the Company’s various products; 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 3, 2018 and future filings and reports by the Company, including the company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018. Quotient disclaims any obligation to update information contained in these forward-looking statements whether as a result of new information, future events, or otherwise and does not assume responsibility for the accuracy and completeness of the forward-looking statements.
About Quotient Technology Inc.
Quotient Technology Inc. (NYSE: QUOT) is the leading digital promotions, media and analytics company using proprietary data to deliver personalized digital coupons and ads 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 (CPG) brands and retailers. Our distribution network also includes our Coupons.com app and website, thousands of publishing partners and, in Europe, the Shopmium mobile app. 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. We operate Crisp Mobile, which creates mobile ads aimed at shoppers, and Ahalogy, a leading influencer marketing firm. Founded in 1998, Quotient is based in Mountain View, California, with offices across the U.S., in Bangalore, India; Paris and London. Learn more at Quotient.com, and follow us on Twitter @Quotient.
Quotient, the Quotient logo, Quotient Retailer iQ, Shopmium, Ahalogy and Savingstar are trademarks or registered trademarks of Quotient Technology Inc. and its subsidiaries in the United States and other countries. Other marks are the property of their respective owners.
QUOTIENT TECHNOLOGY INC. | ||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||
(in thousands) | ||||||||
September 30, |
December 31, |
|||||||
(unaudited) | ||||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 288,475 | $ | 334,635 | ||||
Short-term investments | 40,160 | 59,902 | ||||||
Accounts receivable, net | 106,217 | 81,189 | ||||||
Prepaid expenses and other current assets | 11,973 | 8,737 | ||||||
Total current assets | 446,825 | 484,463 | ||||||
Property and equipment, net | 14,349 | 16,610 | ||||||
Intangible assets, net | 61,852 | 46,490 | ||||||
Goodwill | 109,196 | 80,506 | ||||||
Other assets | 1,226 | 1,006 | ||||||
Total assets | $ | 633,448 | $ | 629,075 | ||||
Liabilities and Stockholders’ Equity | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 9,755 | $ | 6,090 | ||||
Accrued compensation and benefits | 11,551 | 13,914 | ||||||
Other current liabilities | 42,333 | 35,538 | ||||||
Deferred revenues | 7,634 | 6,276 | ||||||
Contingent consideration related to acquisitions | — | 18,500 | ||||||
Total current liabilities | 71,273 | 80,318 | ||||||
Other non-current liabilities | 3,336 | 3,205 | ||||||
Contingent consideration related to acquisitions | 16,874 | — | ||||||
Convertible senior notes, net | 153,195 | 145,821 | ||||||
Deferred tax liabilities | 1,999 | 1,690 | ||||||
Total liabilities | 246,677 | 231,034 | ||||||
Stockholders’ equity: | ||||||||
Common stock | 1 | 1 | ||||||
Additional paid-in capital | 703,794 | 686,025 | ||||||
Accumulated other comprehensive loss | (939 |
) |
(700 | ) | ||||
Accumulated deficit | (316,085 | ) | (287,285 | ) | ||||
Total stockholders’ equity | 386,771 | 398,041 | ||||||
Total liabilities and stockholders’ equity | $ | 633,448 | $ | 629,075 | ||||
QUOTIENT TECHNOLOGY INC. | ||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||||||||||||
(Unaudited, in thousands, except per share data) | ||||||||||||||||
Three Months Ended |
Nine Months Ended |
|||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Revenues | $ | 103,591 | $ | 81,950 | $ | 279,902 | $ | 229,022 | ||||||||
Costs and expenses: | ||||||||||||||||
Cost of revenues (1) | 57,073 | 37,501 | 145,295 | 96,734 | ||||||||||||
Sales and marketing (1) | 22,782 | 22,002 | 67,142 | 67,456 | ||||||||||||
Research and development (1) | 11,974 | 12,255 | 36,722 | 38,149 | ||||||||||||
General and administrative (1) | 12,574 | 11,702 | 35,494 | 35,398 | ||||||||||||
Change in fair value of escrowed shares and contingent consideration, net |
4,692 | 9,700 | 12,042 | 11,015 | ||||||||||||
Total costs and expenses | 109,095 | 93,160 | 296,695 | 248,752 | ||||||||||||
Loss from operations | (5,504 | ) | (11,210 | ) | (16,793 | ) | (19,730 | ) | ||||||||
Interest expense | (3,373 | ) | — | (10,007 | ) | — | ||||||||||
Other income (expense), net | 1,267 | 276 | 3,475 | 537 | ||||||||||||
Loss before income taxes | (7,610 | ) | (10,934 | ) | (23,325 | ) | (19,193 | ) | ||||||||
Provision for (benefit from) income taxes | 195 | (107 | ) | 497 | 66 | |||||||||||
Net loss | $ | (7,805 | ) | $ | (10,827 | ) | $ | (23,822 | ) | $ | (19,259 | ) | ||||
Net loss per share, basic and diluted | $ | (0.08 | ) | $ | (0.12 | ) | $ | (0.25 | ) | $ | (0.22 | ) | ||||
Weighted-average shares used to compute net loss per share, basic and diluted | 94,066 | 90,492 | 93,478 | 89,000 | ||||||||||||
(1) The stock-based compensation expense included above was as follows: | ||||||||||||||||
Three Months Ended |
Nine Months Ended |
|||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Cost of revenues | $ | 571 | $ | 521 | $ | 1,690 | $ | 1,457 | ||||||||
Sales and marketing | 1,689 | 1,832 | 5,024 | 4,858 | ||||||||||||
Research and development | 1,908 | 1,894 | 5,597 | 5,890 | ||||||||||||
General and administrative | 4,252 | 4,233 | 12,144 | 12,097 | ||||||||||||
Total stock-based compensation | $ | 8,420 | $ | 8,480 | $ | 24,455 | $ | 24,302 | ||||||||
QUOTIENT TECHNOLOGY INC. | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||
(Unaudited, in thousands) | ||||||||
Nine Months Ended |
||||||||
2018 | 2017 | |||||||
Cash flows from operating activities: | ||||||||
Net loss | $ | (23,822 | ) | $ | (19,259 | ) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: |
||||||||
Depreciation and amortization | 17,226 | 13,280 | ||||||
Stock-based compensation | 24,455 | 24,302 | ||||||
Amortization of debt discount and issuance cost | 7,374 | — | ||||||
Loss on disposal of property and equipment | 130 | — | ||||||
Allowance (recovery) for doubtful accounts | 271 | (548 | ) | |||||
Deferred income taxes | 497 | 66 | ||||||
Change in fair value of escrowed shares and contingent consideration, net | 12,042 | 11,015 | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | (20,185 | ) | (1,776 | ) | ||||
Prepaid expenses and other current assets | (2,520 | ) | (2,231 | ) | ||||
Accounts payable and other current liabilities | 6,320 | 5,882 | ||||||
Payments for contingent consideration | (9,700 | ) | — | |||||
Accrued compensation and benefits | (2,857 | ) | (1,454 | ) | ||||
Deferred revenues | (1,026 | ) | 718 | |||||
Net cash provided by operating activities | 8,205 | 29,995 | ||||||
Cash flows from investing activities: | ||||||||
Purchases of property and equipment | (3,814 | ) | (4,383 | ) | ||||
Purchase of intangible assets | (13,046 | ) | — | |||||
Acquisitions, net of cash acquired | (26,628 | ) | (21,048 | ) | ||||
Purchase of short-term investments | (75,120 | ) | (64,685 | ) | ||||
Proceeds from maturity of short-term investment | 94,862 | 109,250 | ||||||
Net cash (used in) provided by investing activities | (23,746 | ) | 19,134 | |||||
Cash flows from financing activities: | ||||||||
Proceeds from issuances of common stock under stock plans | 5,824 | 5,880 | ||||||
Payments for taxes related to net share settlement of equity awards | (10,449 | ) | (2,326 | ) | ||||
Repurchases and retirement of common stock under share repurchase program | (10,971 | ) | — | |||||
Principal payments on promissory note and capital lease obligations | (232 | ) | (161 | ) | ||||
Payments for contingent consideration | (14,800 | ) | — | |||||
Net cash (used in) provided by financing activities | (30,628 | ) | 3,393 | |||||
Effect of exchange rates on cash and cash equivalents | 9 | (32 | ) | |||||
Net (decrease) increase in cash and cash equivalents | (46,160 | ) | 52,490 | |||||
Cash and cash equivalents at beginning of period | 334,635 | 106,174 | ||||||
Cash and cash equivalents at end of period | $ | 288,475 | $ | 158,664 | ||||
QUOTIENT TECHNOLOGY INC. | ||||||||||||||||
RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA AND TRANSACTION DATA | ||||||||||||||||
(Unaudited, in thousands) | ||||||||||||||||
Three Months Ended |
Nine Months Ended |
|||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Net loss | $ | (7,805 | ) | $ | (10,827 | ) | $ | (23,822 | ) | $ | (19,259 | ) | ||||
Adjustments: | ||||||||||||||||
Stock-based compensation | 8,420 | 8,480 | 24,455 | 24,302 | ||||||||||||
Depreciation, amortization and other (1) | 8,801 | 5,496 | 21,453 | 17,508 | ||||||||||||
Change in fair value of escrowed shares and contingent consideration, net |
4,692 | 9,700 | 12,042 | 11,015 | ||||||||||||
Interest expense | 3,373 | — | 10,007 | — | ||||||||||||
Other (income) expense, net |
(1,267 | ) | (276 | ) | (3,475 | ) | (537 | ) | ||||||||
Provision for (benefit from) income taxes |
195 |
(107 |
) |
497 | 66 | |||||||||||
Total adjustments | $ | 24,214 | $ | 23,293 | $ | 64,979 | $ | 52,354 | ||||||||
Adjusted EBITDA | $ | 16,409 | $ | 12,466 | $ | 41,157 | $ | 33,095 | ||||||||
Transactions (2) | 1,026,025 | 986,671 | 3,007,468 | 2,575,179 | ||||||||||||
(1) For the three and nine months ended September 30, 2018, Other includes enterprise resource planning ("ERP") software implementation costs of zero and $0.05 million, respectively, certain acquisition related costs of $0.8 million and $1.5 million, respectively and restructuring charges of $1.3 million and $2.7 million, respectively. For the three and nine months September 30, 2017, Other includes ERP 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. |
|
(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
Vice President, Communications
press@quotient.com