UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
FORM
8-K
______________
CURRENT
REPORT
Pursuant to
Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (date of earliest event reported)
February
12, 2019
______________
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 February 12, 2019 Quotient Technology Inc. (the “Company”) issued a press release regarding its financial results for the fourth quarter and full year ended December 31, 2018. A copy of the Press Release is furnished as Exhibit 99.1 to this current report.
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.
99.1 Press Release, dated February 12, 2019.
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/ Ronald Fior |
||
Ronald Fior |
|||
|
Chief Financial Officer |
||
Date: February 12, 2019 |
|
Exhibit 99.1
Quotient Technology Inc. Reports Fourth Quarter and Full Year 2018 Financial Results
Delivered Record Revenue
Media revenue up 67% in 2018 over 2017
Retailer iQ and Media combined grew 35% in 2018 over 2017 and represented approximately 75% of our total revenue
MOUNTAIN VIEW, Calif.--(BUSINESS WIRE)--February 12, 2019--Quotient Technology Inc. (NYSE: QUOT), the leading CPG marketing technology company offering data-driven digital promotions and media, today reported financial results for the fourth quarter and full year ended December 31, 2018.
“2018 was an exciting year. We delivered accelerated revenue growth, up 20% and grew Adjusted EBITDA by 22% over last year. In the fourth quarter, revenue grew 15% year over year, despite softer than anticipated CPG promotion spend in the fourth quarter,” said Mir Aamir, President and CEO of Quotient.
“Brands continue to shift more marketing dollars to digital platforms, with data and measurement at the forefront of this transformation. Our integrated digital marketing platform brings promotions, media and data together, and gives brands the ability to drive sales with greater insights and efficiencies. We enter 2019 on solid footing and are excited about continuing to grow the business at a strong pace, with several new solutions expected to roll out throughout the year.”
Fourth Quarter 2018 Financial Results
Full Year 2018 Financial Results
Adjusted EBITDA, a non-GAAP measure, is reconciled to the corresponding GAAP measure at the end of this release.
Year Of Accomplishments
Expected Growth Drivers in 2019
Transformed Quotient Into An Integrated Digital Marketing Platform For Brands and Retailers
Executed Purchase in Stock Buyback Program
In 2018, we repurchased approximately 1.3 million shares of our common stock for approximately $15.8 million.
Business Outlook
As of today, Quotient is providing the following business outlook.
For the first quarter 2019, total revenue is expected to be in the range of $94.0 million to $98.0 million. Adjusted EBITDA for the first quarter 2019 is expected to be in the range of $6.0 million to $8.0 million.
For the full year 2019, total revenue is expected to be in the range of $460.0 million to $470.0 million. Adjusted EBITDA for the full year 2019 is expected to be in the range of $66.0 million to $71.0 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. 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 (866) 393-4306, or outside the U.S. (734) 385-2616, with Conference ID# 6986266 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. 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 first quarter and fiscal year 2019; the Company’s expectations for its solutions, 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 marketing spend 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 promotions and offers 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 solutions; the Company's ability to successfully integrate acquired companies into its business; the Company’s ability to develop and launch new services and features; CPGs’ receptivity to the Company’s packaged solutions; the Company’s expectations regarding growth drivers; 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 November 9, 2018 and future filings and reports by the Company, including the company’s Annual Report on Form 10-K for the year ended December 31, 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 CPG and retail marketing technology provider that delivers personalized digital promotions and ads to millions of shoppers daily. Quotient uses its proprietary Promotions, Media, Audience and Analytics Cloud Platforms and services to seamlessly target audiences, optimize performance, and deliver measurable, incremental sales for CPG and retail marketers. Quotient’s powerful suite of capabilities includes personalized digital coupons, retailer-aligned dynamic ad messaging, influencer-led social media, data analytics and audience management. Quotient’s audience data solution is powered by 100 million verified buyer audience, derived from its Retailer iQ partnerships. By combining technology, data and distribution, Quotient serves 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, Calif. with offices across the U.S., and internationally in Bangalore, Paris and London. Learn more at Quotient.com, and follow us on Twitter @Quotient.
Quotient, the Quotient logo, Retail Performance Media, Ahalogy and elevaate, 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) | ||||||||
December 31, |
December 31, |
|||||||
(unaudited) | ||||||||
Assets |
||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 302,028 | $ | 334,635 | ||||
Short-term investments | 20,738 | 59,902 | ||||||
Accounts receivable, net | 112,108 | 81,189 | ||||||
Prepaid expenses and other current assets | 10,044 | 8,737 | ||||||
Total current assets | 444,918 | 484,463 | ||||||
Property and equipment, net | 15,579 | 16,610 | ||||||
Intangible assets, net | 81,724 | 46,490 | ||||||
Goodwill | 118,821 | 80,506 | ||||||
Other assets | 1,311 | 1,006 | ||||||
Total assets | $ | 662,353 | $ | 629,075 | ||||
Liabilities and Stockholders’ Equity |
||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 17,060 | $ | 6,090 | ||||
Accrued compensation and benefits | 13,107 | 13,914 | ||||||
Other current liabilities | 53,255 | 35,538 | ||||||
Deferred revenues | 8,686 | 6,276 | ||||||
Contingent consideration related to acquisitions | — | 18,500 | ||||||
Total current liabilities | 92,108 | 80,318 | ||||||
Other non-current liabilities | 3,622 | 3,205 | ||||||
Contingent consideration related to acquisitions | 28,963 | — | ||||||
Convertible senior notes, net | 155,719 | 145,821 | ||||||
Deferred tax liabilities | 1,854 | 1,690 | ||||||
Total liabilities | 282,266 | 231,034 | ||||||
Stockholders’ equity: | ||||||||
Common stock | 1 | 1 | ||||||
Additional paid-in capital | 703,023 | 686,025 | ||||||
Accumulated other comprehensive loss | (844 | ) | (700 | ) | ||||
Accumulated deficit | (322,093 | ) | (287,285 | ) | ||||
Total stockholders’ equity | 380,087 | 398,041 | ||||||
Total liabilities and stockholders’ equity | $ | 662,353 | $ | 629,075 | ||||
QUOTIENT TECHNOLOGY INC. | |||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||||
(Unaudited, in thousands, except per share data) | |||||||||||||||||
Three Months Ended |
Year Ended |
||||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||||
Revenues | $ | 107,056 | $ | 93,093 | $ | 386,958 | $ | 322,115 | |||||||||
Costs and expenses: | |||||||||||||||||
Cost of revenues (1) | 60,935 | 44,018 | 206,230 | 140,752 | |||||||||||||
Sales and marketing (1) | 22,944 | 25,377 | 90,086 | 92,833 | |||||||||||||
Research and development (1) | 10,151 | 11,860 | 46,873 | 50,009 | |||||||||||||
General and administrative (1) | 14,311 | 12,726 | 49,805 | 48,124 | |||||||||||||
Change in fair value of escrowed shares and contingent consideration, net |
1,148 | (5,500 | ) | 13,190 | 5,515 | ||||||||||||
Total costs and expenses | 109,489 | 88,481 | 406,184 | 337,233 | |||||||||||||
Net income (loss) from operations | (2,433 | ) | 4,612 | (19,226 | ) | (15,118 | ) | ||||||||||
Interest expense | (3,404 | ) | (1,589 | ) | (13,411 | ) | (1,589 | ) | |||||||||
Other income (expense), net | 1,326 | 391 | 4,801 | 928 | |||||||||||||
Net income (loss) before income taxes | (4,511 | ) | 3,414 | (27,836 | ) | (15,779 | ) | ||||||||||
Provision for (benefit from) income taxes | (15 | ) | (768 | ) | 482 | (702 | ) | ||||||||||
Net income (loss) | $ | (4,496 | ) | $ | 4,182 | $ | (28,318 | ) | $ | (15,077 | ) | ||||||
Net income (loss) per share: | |||||||||||||||||
Basic | $ | (0.05 | ) | $ | 0.05 | $ | (0.30 | ) | $ | (0.17 | ) | ||||||
Diluted | $ | (0.05 | ) | $ | 0.04 | $ | (0.30 | ) | $ | (0.17 | ) | ||||||
Weighted-average shares used to compute net income (loss) per share: |
|||||||||||||||||
Basic | 94,262 | 91,002 | 93,676 | 89,505 | |||||||||||||
Diluted | 94,262 | 95,679 | 93,676 | 89,505 | |||||||||||||
(1) The stock-based compensation expense included above was as follows: |
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Three Months Ended |
Year Ended |
||||||||||||||||
2018 |
2017 |
2018 | 2017 | ||||||||||||||
Cost of revenues | $ | 625 | $ | 543 | $ | 2,315 | $ | 2,000 | |||||||||
Sales and marketing | 1,572 | 1,763 | 6,596 | 6,621 | |||||||||||||
Research and development | 540 | 2,059 | 6,137 | 7,949 | |||||||||||||
General and administrative | 4,194 | 3,585 | 16,338 | 15,682 | |||||||||||||
Total stock-based compensation | $ | 6,931 | $ | 7,950 | $ | 31,386 | $ | 32,252 | |||||||||
QUOTIENT TECHNOLOGY INC. | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||
(Unaudited, in thousands) | ||||||||
Year Ended |
||||||||
2018 |
2017 |
|||||||
Cash flows from operating activities: | ||||||||
Net loss | $ | (28,318 | ) | $ | (15,077 | ) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: |
||||||||
Depreciation and amortization | 25,041 | 17,840 | ||||||
Stock-based compensation | 31,386 | 32,252 | ||||||
Amortization of debt discount and issuance cost | 9,898 | 1,148 | ||||||
Restructuring charge related to facility exit costs | 1,057 | 2,074 | ||||||
Loss on disposal of property and equipment | 207 | 85 | ||||||
Allowance (recovery) for doubtful accounts | 509 | (655 | ) | |||||
Deferred income taxes | 482 | (702 | ) | |||||
Change in fair value of escrowed shares and contingent consideration, net | 13,190 | 5,515 | ||||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable | (26,032 | ) | (4,382 | ) | ||||
Prepaid expenses and other current assets | (861 | ) | (2,553 | ) | ||||
Accounts payable and other current liabilities | 6,449 | 12,834 | ||||||
Payments for contingent consideration |
(9,700 | ) | — | |||||
Accrued compensation and benefits | (1,287 | ) | 658 | |||||
Deferred revenues | 27 | (580 | ) | |||||
Net cash provided by operating activities | 22,048 | 48,457 | ||||||
Cash flows from investing activities: |
||||||||
Purchases of property and equipment | (6,077 | ) | (6,475 | ) | ||||
Purchases of intangible assets | (20,545 | ) | — | |||||
Acquisitions, net of cash acquired | (33,661 | ) | (21,048 | ) | ||||
Purchases of short-term investments | (75,120 | ) | (114,239 | ) | ||||
Proceeds from maturity of short-term investment | 114,284 | 123,509 | ||||||
Net cash used in investing activities | (21,119 | ) | (18,253 | ) | ||||
Cash flows from financing activities: | ||||||||
Proceeds from borrowings on convertible senior notes, net of issuance costs | — | 193,763 | ||||||
Proceeds from issuances of common stock under stock plans | 7,495 | 8,763 | ||||||
Payments for taxes related to net share settlement of equity awards | (11,658 | ) | (4,012 | ) | ||||
Repurchases and retirement of common stock under share repurchase program | (14,285 | ) | — | |||||
Principal payments on promissory note and capital lease obligations | (310 | ) | (238 | ) | ||||
Payments for contingent consideration | (14,800 | ) | — | |||||
Net cash (used in) provided by financing activities | (33,558 | ) | 198,276 | |||||
Effect of exchange rates on cash and cash equivalents |
22 | (19 | ) | |||||
Net (decrease) increase in cash and cash equivalents | (32,607 | ) | 228,461 | |||||
Cash and cash equivalents at beginning of period | 334,635 | 106,174 | ||||||
Cash and cash equivalents at end of period |
$ | 302,028 | $ | 334,635 | ||||
QUOTIENT TECHNOLOGY INC. | |||||||||||||||||
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA AND TRANSACTION DATA | |||||||||||||||||
(Unaudited, in thousands) |
|||||||||||||||||
Three Months Ended |
Year Ended |
||||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||||
Net income (loss) | $ | (4,496 | ) | $ | 4,182 | $ | (28,318 | ) | $ | (15,077 | ) | ||||||
Adjustments: | |||||||||||||||||
Stock-based compensation | 6,931 | 7,950 | 31,386 | 32,252 | |||||||||||||
Depreciation, amortization and other (1) | 10,809 | 6,883 | 32,262 | 24,391 | |||||||||||||
Change in fair value of escrowed shares and contingent consideration, net |
1,148 | (5,500 | ) | 13,190 | 5,515 | ||||||||||||
Interest expense | 3,404 | 1,589 | 13,411 | 1,589 | |||||||||||||
Other (income) expense, net | (1,326 | ) | (391 | ) | (4,801 | ) | (928 | ) | |||||||||
Provision for (benefit from) income taxes | (15 | ) | (768 | ) | 482 | (702 | ) | ||||||||||
Total adjustments | $ | 20,951 | $ | 9,763 | $ | 85,930 | $ | 62,117 | |||||||||
Adjusted EBITDA | $ | 16,455 | $ | 13,945 | $ | 57,612 | $ | 47,040 | |||||||||
Transactions (2) | 868,625 | 971,115 | 3,876,093 | 3,546,294 | |||||||||||||
(1) For the three and twelve months ended December 31, 2018, Other includes enterprise resource planning ("ERP") software implementation costs of zero and $0.05 million, respectively, certain acquisition related costs of $1.3 million and $2.8 million, respectively and restructuring charges of $1.7 million and $4.4 million, respectively. For the three and twelve months December 31, 2017, Other includes ERP software implementation costs of $0.2 million and $1.2 million respectively, certain acquisition related costs of zero and $1.9 million, respectively, and restructuring charges of $2.1 million and $3.4 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:
Phillip Sontag
press@quotient.com