| Price | 7.96 | EPS | -0 | |
| Shares | 92 | P/E | -23 | |
| MCap | 731 | P/FCF | 24 | |
| Net Debt | -238 | EBIT | -18 | |
| TEV | 493 | TEV/EBIT | -28 | TTM 2019-09-30, in MM, except price, ratios |
| 10-Q | 2020-06-30 | Filed 2020-08-05 |
| 10-Q | 2020-03-31 | Filed 2020-05-06 |
| 10-K | 2019-12-31 | Filed 2020-03-02 |
| 10-Q | 2019-09-30 | Filed 2019-11-08 |
| 10-Q | 2019-06-30 | Filed 2019-08-09 |
| 10-Q | 2019-03-31 | Filed 2019-05-10 |
| 10-K | 2018-12-31 | Filed 2019-02-27 |
| 10-Q | 2018-09-30 | Filed 2018-11-09 |
| 10-Q | 2018-06-30 | Filed 2018-08-03 |
| 10-Q | 2018-03-31 | Filed 2018-05-04 |
| 10-K | 2017-12-31 | Filed 2018-02-16 |
| 10-Q | 2017-09-30 | Filed 2017-11-03 |
| 10-Q | 2017-06-30 | Filed 2017-08-04 |
| 10-Q | 2017-03-31 | Filed 2017-05-05 |
| 10-K | 2016-12-31 | Filed 2017-02-16 |
| 10-Q | 2016-09-30 | Filed 2016-11-08 |
| 10-Q | 2016-06-30 | Filed 2016-08-09 |
| 10-Q | 2016-03-31 | Filed 2016-05-06 |
| 10-K | 2015-12-31 | Filed 2016-03-11 |
| 10-Q | 2015-09-30 | Filed 2015-11-12 |
| 10-Q | 2015-06-30 | Filed 2015-08-13 |
| 10-Q | 2015-03-31 | Filed 2015-05-14 |
| 10-K | 2014-12-31 | Filed 2015-03-19 |
| 10-Q | 2014-09-30 | Filed 2014-11-06 |
| 10-Q | 2014-06-30 | Filed 2014-08-07 |
| 10-Q | 2014-03-31 | Filed 2014-05-08 |
| 8-K | 2020-08-04 | Earnings, Exhibits |
| 8-K | 2020-06-03 | |
| 8-K | 2020-05-05 | |
| 8-K | 2020-03-18 | |
| 8-K | 2020-02-12 | |
| 8-K | 2019-10-31 | |
| 8-K | 2019-08-09 | |
| 8-K | 2019-08-02 | |
| 8-K | 2019-06-03 | |
| 8-K | 2019-05-07 | |
| 8-K | 2019-02-12 | |
| 8-K | 2019-01-22 | |
| 8-K | 2018-11-19 | |
| 8-K | 2018-11-07 | |
| 8-K | 2018-07-31 | |
| 8-K | 2018-07-24 | |
| 8-K | 2018-06-05 | |
| 8-K | 2018-05-01 | |
| 8-K | 2018-02-13 |
| Part I - Financial Information |
| Item 1. Financial Statements. |
| Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk. |
| Item 4. Controls and Procedures. |
| Part II - Other Information |
| Item 1. Legal Proceedings. |
| Item 1A. Risk Factors. |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. |
| Item 3. Defaults Upon Senior Securities. |
| Item 4. Mine Safety Disclosures. |
| Item 5. Other Information. |
| Item 6. Exhibits. |
| EX-10.1 | quot-ex101_113.htm |
| EX-31.1 | quot-ex311_9.htm |
| EX-31.2 | quot-ex312_8.htm |
| EX-32.1 | quot-ex321_7.htm |
| EX-32.2 | quot-ex322_6.htm |
| Balance Sheet | Income Statement | Cash Flow |
|---|---|---|
|
Assets, Equity
|
Rev, G Profit, Net Income
|
Ops, Inv, Fin
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Mark One)
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact Name of Registrant as Specified in Its Charter)
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(Registrant’s Telephone Number, Including Area Code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
| ☒ |
| Accelerated filer |
| ☐ |
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| Non-accelerated filer |
| ☐ |
| Smaller reporting company |
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| Emerging growth company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of July 30, 2020, the registrant had
QUOTIENT TECHNOLOGY INC.
INDEX
REPORT ON
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2020
| PART I FINANCIAL INFORMATION | ||
|
|
| 3 |
|
Condensed Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019 |
| 3 |
|
|
| 4 |
|
|
| 5 |
|
|
| 6 |
|
Condensed Consolidated Statements of Cash Flows for the Six months ended June 30, 2020 and 2019 |
| 7 |
|
|
| 8 |
|
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations |
| 25 |
|
Item 3 Quantitative and Qualitative Disclosures About Market Risk |
| 35 |
|
|
| 36 |
|
PART II OTHER INFORMATION | ||
|
|
| 37 |
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| 37 |
|
Item 2—Unregistered Sales of Equity Securities and Use of Proceeds |
| 70 |
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| 70 |
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| 70 |
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| 70 |
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| 71 |
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| 72 |
2
PART I - FINANCIAL INFORMATION
| Item 1. | Financial Statements. |
QUOTIENT TECHNOLOGY INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
|
|
| June 30, 2020 |
|
| December 31, 2019 |
| ||
|
|
| (unaudited) |
|
|
|
|
| |
| Assets |
|
|
|
|
|
|
|
|
| Current assets: |
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
| $ | |
|
| $ | |
|
| Accounts receivable, net of allowance for credit losses of $ June 30, 2020 and December 31, 2019, respectively |
|
| |
|
|
| |
|
| Prepaid expenses and other current assets |
|
| |
|
|
| |
|
| Total current assets |
|
| |
|
|
| |
|
| Property and equipment, net |
|
| |
|
|
| |
|
| Operating lease right-of-use assets |
|
| |
|
|
| |
|
| Intangible assets, net |
|
| |
|
|
| |
|
| Goodwill |
|
| |
|
|
| |
|
| Other assets |
|
| |
|
|
| |
|
| Total assets |
| $ | |
|
| $ | |
|
| Liabilities and Stockholders’ Equity |
|
|
|
|
|
|
|
|
| Current liabilities: |
|
|
|
|
|
|
|
|
| Accounts payable |
| $ | |
|
| $ | |
|
| Accrued compensation and benefits |
|
| |
|
|
| |
|
| Other current liabilities |
|
| |
|
|
| |
|
| Deferred revenues |
|
| |
|
|
| |
|
| Contingent consideration related to acquisitions |
|
| |
|
|
| |
|
| Total current liabilities |
|
| |
|
|
| |
|
| Other non-current liabilities |
|
| |
|
|
| |
|
| Contingent consideration related to acquisitions |
|
| |
|
|
| |
|
| Convertible senior notes, net |
|
| |
|
|
| |
|
| Deferred tax liabilities |
|
| |
|
|
| |
|
| Total liabilities |
|
| |
|
|
| |
|
| Commitments and contingencies (Note 14) |
|
| |
|
|
| |
|
| Stockholders’ equity: |
|
|
|
|
|
|
|
|
| Preferred stock, $ issued or outstanding at June 30, 2020 and December 31, 2019 |
|
| |
|
|
| |
|
| Common stock, $ and December 31, 2019, respectively |
|
| |
|
|
| |
|
| Additional paid-in capital |
|
| |
|
|
| |
|
| Accumulated other comprehensive loss |
|
| ( | ) |
|
| ( | ) |
| Accumulated deficit |
|
| ( | ) |
|
| ( | ) |
| Total stockholders’ equity |
|
| |
|
|
| |
|
| Total liabilities and stockholders’ equity |
| $ | |
|
| $ | |
|
See Accompanying Notes to Condensed Consolidated Financial Statements
3
QUOTIENT TECHNOLOGY INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
|
|
| Three Months Ended June 30, |
|
| Six Months Ended June 30, |
| ||||||||||
|
|
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||
| Revenues |
| $ | |
|
| $ | |
|
| $ | |
|
| $ | |
|
| Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cost of revenues |
|
| |
|
|
| |
|
|
| |
|
|
| |
|
| Sales and marketing |
|
| |
|
|
| |
|
|
| |
|
|
| |
|
| Research and development |
|
| |
|
|
| |
|
|
| |
|
|
| |
|
| General and administrative |
|
| |
|
|
| |
|
|
| |
|
|
| |
|
| Change in fair value of contingent consideration |
|
| |
|
|
| ( | ) |
|
| |
|
|
| |
|
| Total costs and expenses |
|
| |
|
|
| |
|
|
| |
|
|
| |
|
| Loss from operations |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
| Interest expense |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
| Other income, net |
|
| |
|
|
| |
|
|
| |
|
|
| |
|
| Loss before income taxes |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
| Provision for (benefit from) income taxes |
|
| ( | ) |
|
| |
|
|
| |
|
|
| |
|
| Net loss |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| Net loss per share, basic and diluted |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| Weighted-average number of common shares used in computing net loss per share, basic and diluted |
|
| |
|
|
| |
|
|
| |
|
|
| |
|
See Accompanying Notes to Condensed Consolidated Financial Statements
4
QUOTIENT TECHNOLOGY INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)
(Unaudited)
|
|
| Three Months Ended June 30, |
|
| Six Months Ended June 30, |
| ||||||||||
|
|
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||
| Net loss |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Foreign currency translation adjustments |
|
| ( | ) |
|
| |
|
|
| ( | ) |
|
| |
|
| Comprehensive loss |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
See Accompanying Notes to Condensed Consolidated Financial Statements
5
QUOTIENT TECHNOLOGY INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands)
(Unaudited)
|
|
| Three Months Ended June 30, |
|
| Six Months Ended June 30, |
| ||||||||||
|
|
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||
| Total stockholders' equity, beginning balances |
| $ | |
|
| $ | |
|
| $ | |
|
| $ | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock and additional paid-in capital: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Beginning balances |
| $ | |
|
| $ | |
|
| $ | |
|
| $ | |
|
| Stock-based compensation |
|
| |
|
|
| |
|
|
| |
|
|
| |
|
| Exercise of employee stock options |
|
| |
|
|
| |
|
|
| |
|
|
| |
|
| Issuance of common stock for services provided |
|
| |
|
|
| — |
|
|
| |
|
|
| — |
|
| Issuance of common stock, purchase plan |
|
| |
|
|
| |
|
|
| |
|
|
| |
|
| Payments for taxes related to net share settlement of equity awards |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
| Retirement of treasury stock |
|
| — |
|
|
| ( | ) |
|
| — |
|
|
| ( | ) |
| Ending balance |
| $ | |
|
| $ | |
|
| $ | |
|
| $ | |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Treasury stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Beginning balances |
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
| Repurchase of common stock |
|
| — |
|
|
| ( | ) |
|
| — |
|
|
| ( | ) |
| Retirement of treasury stock |
|
| — |
|
|
| |
|
|
| — |
|
|
| |
|
| Ending balance |
| $ | — |
|
| $ | — |
|
| $ | — |
|
| $ | — |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accumulated other comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Beginning balances |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| Other comprehensive income (loss) |
|
| ( | ) |
|
| |
|
|
| ( | ) |
|
| |
|
| Ending balance |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accumulated deficit: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Beginning balances |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| Retirement of treasury stock |
|
| — |
|
|
| ( | ) |
|
| — |
|
|
| ( | ) |
| Net loss |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
|
| ( | ) |
| Ending balance |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
| $ | ( | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total stockholders' equity, ending balances |
| $ | |
|
| $ | |
|
| $ | |
|
| $ | |
|
See Accompanying Notes to Condensed Consolidated Financial Statements
6
QUOTIENT TECHNOLOGY INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
|
| Six Months Ended June 30, |
| |||||
|
|
| 2020 |
|
| 2019 |
| ||
| Cash flows from operating activities: |
|
|
|
|
|
|
|
|
| Net loss |
| $ | ( | ) |
| $ | ( | ) |
| Adjustments to reconcile net loss to net cash (used in) provided by operating activities: |
|
|
|
|
|
|
|
|
| Depreciation and amortization |
|
| |
|
|
| |
|
| Stock-based compensation |
|
| |
|
|
| |
|
| Amortization of debt discount and issuance cost |
|
| |
|
|
| |
|
| Allowance for credit losses |
|
| |
|
|
| |
|
| Deferred income taxes |
|
| |
|
|
| |
|
| Change in fair value of contingent consideration |
|
| |
|
|
| |
|
| Other non-cash expenses |
|
| |
|
|
| |
|
| Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
| Accounts receivable |
|
| |
|
|
| |
|
| Prepaid expenses and other current assets |
|
| ( | ) |
|
| ( | ) |
| Accounts payable and other current liabilities |
|
| ( | ) |
|
| |
|
| Payments for contingent consideration and bonuses |
|
| ( | ) |
|
| — |
|
| Accrued compensation and benefits |
|
| ( | ) |
|
| ( | ) |
| Deferred revenues |
|
| |
|
|
| |
|
| Net cash provided by operating activities |
|
| |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
| Cash flows from investing activities: |
|
|
|
|
|
|
|
|
| Purchases of property and equipment |
|
| ( | ) |
|
| ( | ) |
| Purchase of intangible assets |
|
| — |
|
|
| ( | ) |
| Proceeds from maturities of short-term investment |
|
| — |
|
|
| |
|
| Net cash (used in) provided by investing activities |
|
| ( | ) |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| Cash flows from financing activities: |
|
|
|
|
|
|
|
|
| Proceeds from issuances of common stock under stock plans |
|
| |
|
|
| |
|
| Payments for taxes related to net share settlement of equity awards |
|
| ( | ) |
|
| ( | ) |
| Repurchases and retirement of common stock under share repurchase program |
|
| — |
|
|
| ( | ) |
| Principal payments on promissory note and capital lease obligations |
|
| ( | ) |
|
| ( | ) |
| Payments for contingent consideration |
|
| ( | ) |
|
| — |
|
| Net cash used in financing activities |
|
| ( | ) |
|
| ( | ) |
| Effect of exchange rates on cash and cash equivalents |
|
| |
|
|
| |
|
| Net decrease in cash and cash equivalents |
|
| ( | ) |
|
| ( | ) |
| Cash and cash equivalents at beginning of period |
|
| |
|
|
| |
|
| Cash and cash equivalents at end of period |
| $ | |
|
| $ | |
|
|
|
|
|
|
|
|
|
|
|
| Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|