Quick10K

Quotient Technology

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	2021-03-31	Filed 2021-05-10 Print
10-K	2020-12-31	Filed 2021-02-23 Print
10-Q	2020-09-30	Filed 2020-11-06 Print
10-Q	2020-06-30	Filed 2020-08-05 Print
10-Q	2020-03-31	Filed 2020-05-06 Print
10-K	2019-12-31	Filed 2020-03-02 Print
10-Q	2019-09-30	Filed 2019-11-08 Print
10-Q	2019-06-30	Filed 2019-08-09 Print
10-Q	2019-03-31	Filed 2019-05-10 Print
10-K	2018-12-31	Filed 2019-02-27 Print
10-Q	2018-09-30	Filed 2018-11-09 Print
10-Q	2018-06-30	Filed 2018-08-03 Print
10-Q	2018-03-31	Filed 2018-05-04 Print
10-K	2017-12-31	Filed 2018-02-16 Print
10-Q	2017-09-30	Filed 2017-11-03 Print
10-Q	2017-06-30	Filed 2017-08-04 Print
10-Q	2017-03-31	Filed 2017-05-05 Print
10-K	2016-12-31	Filed 2017-02-16 Print
10-Q	2016-09-30	Filed 2016-11-08 Print
10-Q	2016-06-30	Filed 2016-08-09 Print
10-Q	2016-03-31	Filed 2016-05-06 Print
10-K	2015-12-31	Filed 2016-03-11 Print
10-Q	2015-09-30	Filed 2015-11-12 Print
10-Q	2015-06-30	Filed 2015-08-13 Print
10-Q	2015-03-31	Filed 2015-05-14 Print
10-K	2014-12-31	Filed 2015-03-19 Print
10-Q	2014-09-30	Filed 2014-11-06 Print
10-Q	2014-06-30	Filed 2014-08-07 Print
10-Q	2014-03-31	Filed 2014-05-08 Print

8-K	2020-11-05
8-K	2020-08-04
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

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Balance Sheet	Income Statement	Cash Flow
CopyHistoryView Assets, Equity	CopyHistoryView Rev, G Profit, Net Income	CopyHistoryView Ops, Inv, Fin

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PART I - FINANCIAL INFORMATION

Item 1.         Financial Statements.

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Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2021 or for any other period. Certain prior period amounts on the condensed consolidated balance sheets have been reclassified to conform to the current period’s presentation.

There have been no significant changes to the Company’s significant accounting policies described in the Annual Report on Form 10-K that have had a material impact on its condensed consolidated financial statements and related notes.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the Company’s condensed consolidated financial statements and accompanying notes. Such management estimates include, but are not limited to, revenue recognition, collectability of accounts receivable, coupon code sales return reserve, valuation of assets acquired and liabilities assumed in a business combination, useful lives of intangible assets, estimates related to recoverability of long-lived assets and goodwill, stock-based compensation, measurement of contingent consideration, restructuring accruals, debt discounts, deferred income tax assets and associated valuation allowances and distribution fee commitments. These estimates generally require judgments, may involve the analysis of historical and prediction of future trends, and are subject to change from period to period. Actual results may differ from the Company’s estimates, and such differences may be material to the accompanying condensed consolidated financial statements.

The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business slowdowns or shutdowns, depress demand for the Company’s advertising business, and adversely impact the Company’s results of operations, even in light of mass vaccination

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efforts that are underway. The Company expects uncertainties around its key accounting estimates to continue to evolve depending on the duration and degree of impact associated with the COVID-19 pandemic. The Company’s estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in its condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

Accounting Pronouncements Not Yet Adopted

In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The guidance simplifies an issuer's accounting for convertible debt instruments and its application of the derivatives scope exception for contracts in its own entity. The guidance eliminates two of the three models in ASC 470-20 that require separate accounting for embedded conversion features. The standard is effective for the Company beginning January 1, 2022, and interim periods within that reporting period, early adoption is permitted. The Company is currently evaluating the impact of adopting this new accounting guidance on the condensed consolidated financial statements.

Revenue Recognition

The Company primarily generates revenue by providing digital media and promotions solutions to its customers and partners. Revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

We determine revenue recognition through the following steps:

•Identification of the contract, or contracts, with a customer

•Identification of the performance obligations in the contract

•Determination of the transaction price

•Allocation of the transaction price to the performance obligations in the contract

•Recognition of revenue when, or as, we satisfy a performance obligation

The Company provides digital promotions, including digital coupons, and/or media programs to its customers which consists of CPG customers, retail partners and advertising agencies whereby it uses its proprietary technology platforms to create, target, deliver and analyze these programs. The Company typically generates revenue from its customers through the use of these programs on a cost-per-click, cost-per-impression, or cost-per-acquisition basis. Programs usually include a limit on the number of clicks and/or impressions and are billed monthly.

The pricing of digital promotions programs typically includes both promotion setup fees and promotion campaign fees. Promotion setup fees are related to the creation of digital promotions and set up of the underlying campaign on Quotient’s proprietary platforms for tracking of the related clicks. The Company recognizes revenues related to promotion setup fees over time, proportionally, on a per click basis, using the number of authorized clicks, per insertion order, commencing on the date of the first click. A click refers to the consumers action of activating a digital promotion through the Company’s proprietary technology platform by either saving it to a retailer’s loyalty account for automatic digital redemption, or printing it for physical redemption at a retailer. Promotion campaign fees are usually determined on a per click basis. The Company typically recognizes revenues for digital promotion campaign fees as clicks occur.

The Company’s media programs enable CPGs and retailers to distribute digital media to promote their brands and products on its retailers’ websites, and mobile applications, and through a network of affiliate publishers and non-publisher third parties that display its media offerings on their websites or mobile applications. Pricing for media campaigns is usually determined on a cost-per-impression, cost-per-click or cost-per-acquisition basis. The Company recognizes revenue each time a digital media ad is displayed or each time a user clicks on the media ad displayed on the Company’s websites, mobile applications or on third-party websites.  

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Digital promotion programs also include the Company’s Specialty Retail business, in which specialty stores including clothing, electronics, home improvement and many others offer coupon codes that we distribute. Each time a consumer makes a purchase using a coupon code delivered through our platform, we earn a distribution fee. The Company usually generates revenues when a consumer makes a purchase using a coupon code from its platform and completion of the order is reported to the Company. In the same period that the Company recognizes revenues for the delivery of coupon codes, it also estimates and records a reserve, based upon historical experience, to provide for end-user cancellations or product returns which may not be reported until a subsequent date.

Gross Versus Net Revenue Reporting

In the normal course of business and through its distribution network, the Company delivers digital media and promotions on retailers’ websites through retailers’ loyalty programs, and on the websites of digital publishers. In these situations, the Company evaluates whether it is the principal (i.e., report revenues on a gross basis) or agent (i.e., report revenues on a net basis). The Company reports certain digital promotion and media advertising revenues for campaigns placed on third-party owned properties on a gross basis, that is, the amounts billed to its customers are recorded as revenues, and distribution fees paid to retailers or digital publishers are recorded as cost of revenues. The Company is the principal because it controls the digital promotion and media advertising inventory before it is transferred to its customers. The Company’s control is evidenced by its sole ability to monetize the digital coupon and media advertising inventory, being primarily responsible to its customers, having discretion in establishing pricing for the delivery of the digital promotions and media, or a combination of these.

In other cases, the Company reports certain digital media advertising revenues on a net basis, that is, the costs for digital advertising inventory and third-party data paid to suppliers are deducted from gross revenues to arrive at net revenues. The Company’s performance obligation in these arrangements is to provide the use of its platforms that enables customers to bid on digital advertising inventory, which is determined based on real-time bidding, use of data and other add-on features in designing and executing their campaigns. The Company charges its customers a platform fee based on a percentage of the digital advertising inventory and data costs purchased through the use of its platforms. The platform fee is not contingent on the results of a digital media advertising campaign. The Company has determined that it’s an agent in these arrangements because it does not have control of the digital advertising inventory before it is transferred to the customer and does not set prices agreed upon within the auction marketplace.

Arrangements with Multiple Performance Obligations

The Company’s contracts with customers may include multiple performance obligations. For these contracts, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines its best estimate of its standalone selling prices based on its overall pricing objectives, taking into consideration market conditions and other factors, including the value of its contracts and characteristics of targeted customers.

Accounts Receivables, Net of Allowance for Credit Losses

Trade and other receivables are included in accounts receivables and primarily comprised of trade receivables that are recorded at invoiced amounts, net of an allowance for credit losses and do not bear interest. Other receivables included unbilled receivables related to digital promotions and media advertising contracts with customers. The Company generally does not require collateral and performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses. The Company maintains an allowance for credit losses based upon the expected collectability of its accounts receivable. The Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when we identify specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company reviewed credit profiles of its customers, contractual terms and conditions, current economic trends, reasonable and supportable forecasts of future economic conditions, and historical payment experience.

For the three months ended March 31, 2021, the Company’s assessment considered business and market disruptions caused by COVID-19 and estimates of expected emerging credit and collectability trends. The continued volatility in market conditions and evolving shifts in credit trends are difficult to predict causing variability and volatility that may have a material impact on our allowance for credit losses in future periods.

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Deferred Revenues

Deferred revenues primarily relate to cash received or billings to customers associated with promotion setup fees, promotion campaign fees and digital media fees that are expected to be recognized upon click, or delivery of media impressions, which generally occur within the next twelve months. The Company records deferred revenues, including amounts which are refundable, when cash payments are received or become due in advance of the Company satisfying its performance obligations. The decrease in the deferred revenue balance for the three months ended March 31, 2021 is primarily driven by $7.4 million of recognized revenue, partially offset by cash payments received or due in advance of satisfying the Company’s performance obligations of $7.3 million.

The Company’s payment terms vary by the type and size of its customers. For certain products or services and customer types, we require payment before the products or services are delivered to the customer.

Disaggregated Revenue

The following table presents the Company’s revenues disaggregated by type of services (in thousands, unaudited). The majority of the Company’s revenue is generated from sales in the United States.

 

Copy History

			Three Months Ended March 31,
			2021						2020
Promotion			$	69,614					$	59,711
Media			45,702						39,076
Total Revenue			$	115,316					$	98,787

 Practical Expedients and Exemptions

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which it recognizes revenue for an amount where it has the right to invoice for services performed.

Sales Commissions

The Company generally incurs and expenses sales commissions upon recognition of revenue for related goods and services, which typically occurs within one year or less. Sales commissions earned related to revenues for initial contracts are commensurate with sales commissions related to renewal contracts. These costs are recorded within sales and marketing expenses on the condensed consolidated statements of operations.

The fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2—Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

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Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company’s fair value hierarchy for its financial assets and liabilities that are measured at fair value on a recurring basis are as follows (in thousands):

 

Copy History

			March 31, 2021
			Level 1						Level 2						Level 3						Total
Assets:
Cash equivalents:
Money market funds			$	104,978					—						—						$	104,978
Total			$	104,978					$	—					$	—					$	104,978
Liabilities:
Contingent consideration related to acquisitions			—						—						29,739						29,739
Total			$	—					$	—					$	29,739					$	29,739

Copy History

			December 31, 2020
			Level 1						Level 2						Level 3						Total
Assets:
Cash equivalents:
Money market funds			$	104,964					—						—						$	104,964
Total			$	104,964					$	—					$	—					$	104,964
Liabilities:
Contingent consideration related to acquisitions			—						—						29,454						29,454
Total			$	—					$	—					$	29,454					$	29,454

The valuation technique used to measure the fair value of money market funds includes using quoted prices in active markets. The money market funds have a fixed net asset value (NAV) of $1.0.

The contingent consideration relates to the acquisitions of MLW Squared Inc. (“Ahalogy”), Elevaate Ltd. (“Elevaate”) and Ubimo Ltd. (“Ubimo”). The fair values of contingent consideration are based on the expected achievement of certain revenue targets as defined under the acquisition agreements and were estimated using an option pricing method with significant inputs that are not observable in the market, thus classified as a Level 3 instrument. The inputs included the expected achievement of certain financial metrics over the contingent consideration period, volatility and discount rate. The fair value of the contingent consideration is classified as a liability and is re-measured each reporting period. Refer to Note 6 for further details related to the acquisitions.

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The following table represents the change in the contingent consideration (in thousands):

Copy History

									Three Months Ended March 31, 2021
															Ubimo						Elevaate
															Level 3						Level 3
Balance at the beginning of period															$	20,930					$	8,524
Change in fair value during the period															238						47
Total															$	21,168					$	8,571

Copy History

									Three Months Ended March 31, 2020
															Ubimo						Elevaate						Ahalogy
															Level 3						Level 3						Level 3
Balance at the beginning of period															$	5,686					$	3,534					$	27,000
Change in fair value during the period															293						167						—
Payments made during the period															—						—						(27,000)
Total															$	5,979					$	3,701					$	—

The Company recorded a charge of $0.3 million during the three months ended March 31, 2021, and $0.5 million during the three months ended March 31, 2020, respectively, for the re-measurement of the fair values of contingent consideration related to acquisitions, as a component of operating expenses in the accompanying condensed consolidated statements of operations.

As of January 31, 2021, the date that Elevaate's contingent consideration period ended, Elevaate achieved certain financial metrics. Accordingly, the Company paid out $8.6 million during the second quarter of 2021.

 

During the three months ended March 31, 2020, the Company paid $27.0 million related to Ahalogy’s achievement of financial metrics subject to contingent consideration during the measurement period ending December 31, 2019, and as a result, no liability existed as of March 31, 2020. Out of the total consideration paid, $14.6 million was originally measured and recorded on the acquisition date and $12.4 million was recorded subsequent to the acquisition date through changes in fair value of contingent consideration within the condensed consolidated statements of operations.

Fair Value Measurements of Other Financial Instruments

As of March 31, 2021 and December 31, 2020, the fair value of the Company’s 1.75% convertible senior notes due 2022 was $220.5 million and $196.5 million, respectively. The fair value was determined based on a quoted price of the convertible senior notes in an over-the-counter market on the last trading day of the reporting period. Accordingly, these convertible senior notes are classified within Level 2 in the fair value hierarchy. Refer to Note 8 for additional information related to the Company’s convertible debt.

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The summary of activity in the allowance for credit losses is as follows (in thousands):

Copy History

			Three Months Ended March 31,
			2021						2020
Balance at the beginning of period			$	2,070					$	2,021
Provision for expected credit losses			193						217
Write-offs charged against the allowance, net of recoveries			(316)						(195)
Balance at the end of period			$	1,947					$	2,043

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Property and Equipment, Net

Property and equipment consist of the following (in thousands):

Copy History

			March 31, 2021						December 31, 2020
Software			$	47,228					$	47,357
Computer equipment			24,268						23,912
Leasehold improvements			6,210						6,197
Furniture and fixtures			2,552						2,533
Total			80,258						79,999
Accumulated depreciation and amortization			(67,732)						(65,959)
Projects in process			5,454						3,228
Total property and equipment, net			$	17,980					$	17,268

Depreciation and amortization expense related to property and equipment was $2.0 million and $1.6 million for the three months ended March 31, 2021 and 2020, respectively.

The Company capitalized internal use software development and enhancement costs of $2.3 million and $1.7 million during the three months ended March 31, 2021 and 2020, respectively. During the three months ended March 31, 2021 and 2020, the Company had $1.1 million and $0.7 million, respectively, in amortization expense related to internal use software, which is included in property and equipment depreciation and amortization expense, and recorded as cost of revenues. The unamortized capitalized development costs were $8.8 million and $8.6 million as of March 31, 2021 and December 31, 2020, respectively.

Accrued Compensation and Benefits

Accrued compensation and benefits consist of the following (in thousands):

Copy History

			March 31, 2021						December 31, 2020
Payroll and related expenses			$	4,044					$	3,116
Commissions			3,819						7,247
Bonus			3,401						3,150
Vacation			1,108						855
Total accrued compensation and benefits			$	12,372					$	14,368

 

Other Current Liabilities  

Other current liabilities consist of the following (in thousands):

Copy History

			March 31, 2021						December 31, 2020
Distribution fees			$	30,591					$	36,245
Traffic acquisition cost			4,988						9,756
Rebate liability			3,743						2,696
Operating lease liabilities			3,556						3,650
Prefunded liability			3,110						3,067
Liability related to purchased intangible asset			1,250						1,250
Interest payable			1,157						282
Marketing expenses			1,147						2,251
Other			13,259						11,423
Total other current liabilities			$	62,801					$	70,620

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Acquisition of Ubimo

On November 19, 2019, the Company acquired all outstanding shares of Ubimo, a leading data and media activation company.

The total preliminary acquisition consideration of $20.7 million consisted of $15.0 million in cash and contingent consideration of up to $24.8 million payable in cash with an estimated fair value of $5.7 million as of the acquisition date. The contingent consideration payout is based on Ubimo achieving certain financial metrics between the date of the acquisition through December 31, 2021. The acquisition date fair value was determined using an option pricing model. The fair value of the contingent consideration will be re-measured through earnings every reporting period. Refer to Note 3 for the fair value of contingent consideration at March 31, 2021.

Acquisition of Elevaate

On October 26, 2018, the Company acquired all the outstanding shares of Elevaate, a sponsored search company for retail partners and CPG brands.

The total preliminary acquisition consideration of $13.3 million consisted of $7.2 million in cash and contingent consideration of up to $18.5 million payable in cash with an estimated fair value of $6.1 million as of the acquisition date. The contingent consideration payout is based on Elevaate achieving certain financial metrics between February 1, 2019 through January 31, 2021. The acquisition date fair value of the contingent consideration was determined by using an option pricing model. The fair value of the contingent consideration was re-measured every reporting period. As of January 31, 2021, the date that the contingent consideration period ended, Elevaate achieved certain financial metrics. Accordingly, the Company has recorded liabilities of $8.6 million in contingent consideration related to acquisitions and $0.4 million related to certain bonuses, in other current liabilities, on the accompanying consolidated balance sheets. Refer to Note 3 for the fair value of contingent consideration at March 31, 2021.

 

 Acquisition of SavingStar, Inc.

On August 27, 2018, the Company acquired all the outstanding shares of SavingStar, Inc. (“SavingStar”), a digital promotions company with a CRM platform designed to help brands build and track loyalty programs with their consumers.

The total preliminary acquisition consideration at closing consisted of $7.5 million in cash. In addition, SavingStar may receive potential contingent consideration of up to $10.6 million payable in all cash, subject to achieving certain financial metrics between closing through February 29, 2020. At the date of acquisition, the contingent consideration’s fair value was determined to be zero using an option pricing model. As of February 29, 2020, the date that the contingent consideration period ended, SavingStar did not achieve certain financial metrics for payout and the fair value was concluded to be zero. Accordingly, the Company determined that no payout was required when the contingent consideration period ended.

Acquisition of Ahalogy

On June 1, 2018, the Company acquired all the outstanding shares of Ahalogy, an influencer marketing firm that delivers premium content across social media channels for CPG brands. The acquisition enhances the Company’s performance media solutions for CPGs and retailers, adding social media expertise and a roster of influencers.

The total preliminary acquisition consideration of $36.4 million consisted of $21.8 million in cash and contingent consideration of up to $30.0 million payable in all cash with an estimated fair value of $14.6 million as of the acquisition date. The contingent consideration payout was based on Ahalogy achieving certain financial metrics between closing through December 31, 2019. The acquisition date fair value of the contingent consideration was determined by using an option pricing model. The fair value of the contingent consideration was re-measured every reporting period. As of December 31, 2019, the date that the contingent consideration period ended, Ahalogy earned the full payout of the contingent consideration by achieving certain financial metrics. The Company paid out $30.0 million during the year ended December 31, 2020, of which $27.0 million related to contingent consideration

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and $3.0 million related to certain bonuses; and as a result, no liability existed as of December 31, 2020. Of the total $30.0 million that was paid, $14.6 million was classified within financing activity and the remaining $15.4 million was classified within operating activity on the Company’s consolidated statements of cash flows.

Each of these acquisitions were accounted for as a business combination. Accordingly, assets acquired and liabilities assumed were recorded at their estimated fair values as of the acquisition date when control was obtained. The Company expensed all transaction costs in the period in which they were incurred. The Company acquired various intangible assets resulting from these acquisitions, such as, customer relationships, vendor relationships, developed technologies and trade names. The fair value of the customer relationships was determined by using a discounted cash flow model. The fair value of the vendor relationships was determined by using a cost approach. The fair value of developed technologies was determined by using the relief from royalty method or the with-and-without method. The fair value of trade names was determined by using the relief from royalty method. The excess of the consideration paid over the fair value of the net tangible assets and liabilities and identifiable intangible assets acquired is recorded as goodwill. The goodwill arising from the acquisitions are largely attributable to the synergies expected to be realized. None of the goodwill recorded from these acquisitions will be deductible for income tax purposes.

For each of these transactions, the fair value of the consideration transferred and the assets acquired and liabilities assumed was determined by the Company and in doing so management engaged a third-party valuation specialist to measure the fair value of identifiable intangible assets and obligations related to deferred revenue and contingent consideration. The estimated fair value of the identifiable assets acquired and liabilities assumed in the relevant acquisition is based on management’s best estimates.

The following table summarizes the preliminary acquisition consideration and the related fair values of the assets acquired and liabilities assumed (in thousands):

 

Copy History

			Purchase Consideration						Net Tangible Assets Acquired/ (Liabilities Assumed)						Identifiable Intangible Assets						Goodwill						Goodwill Deductible for Taxes						(1) Acquisition Related Expenses
Ubimo			$	20,740					$	384					$	10,750					$	9,606					Not Deductible						$	579
Elevaate			13,346						(60)						3,781						9,625						Not Deductible						549
SavingStar			7,485						(1,126)						2,577						6,034						Not Deductible						556
Ahalogy			36,432						2,196						11,580						22,656						Not Deductible						684
			$	78,003					$	1,394					$	28,688					$	47,921											$	2,368

(1)Expensed as general and administrative

The following sets forth each component of identifiable intangible assets acquired in connection with the acquisitions (in thousands):

 

Copy History

			Ubimo						Estimated Useful Life (in Years)						Elevaate						Estimated Useful Life (in Years)						SavingStar						Estimated Useful Life (in Years)						Ahalogy						Estimated Useful Life (in Years)
Developed technologies			$	7,100					4.0						$	3,307					5.0						$	1,476					3.0						$	3,100					4.0
Customer relationships			3,400						2.0						379						5.0						1,040						3.0						6,210						6.0
Trade names			250						4.0						95						3.0						61						1.5						650						4.0
Vendor relationships			—						—						—						—						—						—						1,620						2.0
Total identifiable intangible assets			$	10,750											$	3,781											$	2,577											$	11,580

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The following table summarizes the gross carrying amount and accumulated amortization for the intangible assets (in thousands):  

 

Copy History

			March 31, 2021
			Gross						Accumulated Amortization						Net						Weighted Average Amortization Period (Years)
Media service rights			$	35,934					$	(28,241)					$	7,693					1.3
Promotion service rights			33,566						(19,394)						14,172						1.6
Developed technologies			27,170						(19,624)						7,546						2.3
Customer relationships			22,690						(16,971)						5,719						2.6
Data access rights			10,801						(9,015)						1,786						0.8
Domain names			5,948						(5,596)						352						0.0
Trade names			2,823						(2,709)						114						0.8
Vendor relationships			2,510						(2,510)						—						0.0
Patents			975						(918)						57						1.6
Registered users			420						(420)						—						0.0
			$	142,837					$	(105,398)					$	37,439					1.8

Copy History

			December 31, 2020
			Gross						Accumulated Amortization						Net						Weighted Average Amortization Period (Years)
Media service rights			$	35,934					$	(25,688)					$	10,246					1.4
Promotion service rights			33,566						(17,234)						16,332						1.9
Developed technologies			27,170						(18,511)						8,659						2.5
Customer relationships			22,690						(16,105)						6,585						2.7
Data access rights			10,801						(8,420)						2,381						1.0
Domain names			5,948						(5,596)						352						0.0
Trade names			2,823						(2,546)						277						0.6
Vendor relationships			2,510						(2,510)						—						0.0
Patents			975						(909)						66						1.8
Registered users			420						(420)						—						0.0
			$	142,837					$	(97,939)					$	44,898					2.0

 

As of March 31, 2021 and December 31, 2020, the Company has a domain name with a gross value of $0.4 million with an indefinite useful life that is not subject to amortization.

Intangible assets subject to amortization are amortized over their useful lives as shown in the table above. Amortization expense related to intangible assets subject to amortization was $7.4 million and $7.3 million during the three months ended March 31, 2021 and 2020, respectively. Estimated future amortization expense related to intangible assets as of March 31, 2021 is as follows (in thousands):    

 

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Copy History

			Total
2021, remaining nine months			$	17,752
2022			15,193
2023			3,583
2024			559
2025			—
2026 and beyond			—
Total estimated amortization expense			$	37,087

 

As of March 31, 2021, the Company performed an analysis of the impact of recent events, including business and market disruption caused by COVID-19, on the fair values of its intangible assets, and determined that an impairment does not exist. However, there can be no assurances that intangible assets will not be impaired in future periods and the Company will continue to monitor the operating results, cash flow forecasts and challenges from declines in current market conditions, as well as impacts of COVID-19 for these intangible assets.

2017 Convertible Senior Notes

In November 2017, the Company issued and sold $200.0 million aggregate principal amount of 1.75% convertible senior notes due 2022 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “notes”). The notes are unsecured obligations of the Company and bear interest at a fixed rate of 1.75% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on June 1, 2018. The total net proceeds from the debt offering, after deducting transaction costs, were approximately $193.8 million.  

The conversion rate for the notes is initially 57.6037 shares of the Company’s common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $17.36 per share of common stock, subject to adjustment upon the occurrence of specified events.

Holders of the notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding September 1, 2022, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2018 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five-business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate for the notes on each such trading day; (3) if the Company calls any or all of the notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after September 1, 2022, holders may convert all or any portion of their notes at any time prior to the close of business on the scheduled trading day immediately preceding the maturity date regardless of the foregoing conditions. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election. The Company intends to settle the principal amount of the notes with cash.

The Company may not redeem the notes prior to December 5, 2020. It may redeem for cash all or any portion of the notes, at its option, on or after December 5, 2020 if the last reported sale price of its common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending not more than three trading days preceding the date on which it provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the notes.

If the Company undergoes a fundamental change prior to the maturity date, holders may require the Company to repurchase for cash all or any portion of their notes at a fundamental change repurchase price equal to

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100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

In accounting for the issuance of the notes, the Company separated the notes into liability and equity components. The carrying amount of the liability component of $149.3 million was calculated by measuring the fair value of a similar debt instrument that does not have an associated convertible feature. The carrying amount of the equity component of $50.7 million, representing the conversion option, was determined by deducting the fair value of the liability component from the par value of the notes. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) is amortized to interest expense over the term of the notes at an effective interest rate of 5.8%.

The Company allocated the total debt issuance costs incurred of $6.2 million to the liability and equity components of the notes in proportion to the respective values. Issuance costs attributable to the liability component of $4.6 million are being amortized to interest expense using the effective interest method over the contractual terms of the notes. Issuance costs attributable to the equity component of $1.6 million were netted with the equity component in additional paid-in capital.

The net carrying amount of the liability component of the notes recorded in convertible senior notes, net on the condensed consolidated balance sheets was as follows (in thousands):

Copy History

			March 31, 2021						December 31, 2020
Principal			$	200,000					$	200,000
Unamortized debt discount			(18,432)						(21,046)
Unamortized debt issuance costs			(1,553)						(1,786)
Net carrying amount of the liability component			$	180,015					$	177,168

 

The net carrying amount of the equity component of the notes recorded in additional paid-in capital on the condensed consolidated balance sheets was $49.1 million, net of debt issuance costs of $1.6 million as of March 31, 2021 and December 31, 2020.

The following table sets forth the interest expense related to the notes recognized in interest expense on the condensed consolidated statements of operations (in thousands):

Copy History

			Three Months Ended March 31,
			2021						2020
Contractual interest expense			$	875					$	875
Amortization of debt discount			2,614						2,467
Amortization of debt issuance costs			232						231
Total interest expense related to the Notes			$	3,721					$	3,573

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2013 Equity Incentive Plan

In October 2013, the Company adopted the 2013 Equity Incentive Plan (the “2013 Plan”), which became effective in March 2014 and serves as the successor to the Company’s 2006 Stock Plan (the “2006 Plan”). Pursuant to the 2013 Plan, 4,000,000 shares of common stock were initially reserved for grant, plus (1) any shares that were reserved and available for issuance under the 2006 Plan at the time the 2013 Plan became effective, (2) any shares that become available upon forfeiture or repurchase by the Company under the 2006 Plan and (3) any shares added to the 2013 Plan pursuant to the next paragraph.

Under the 2013 Plan, the Company may grant stock options, stock appreciation rights, restricted stock and restricted stock units (“RSUs”), performance-based stock and units to employees, directors and consultants. The shares available will be increased at the beginning of each year by the lesser of (i) 4% of outstanding common stock on the last day of the immediately preceding year, or (ii) such number determined by the Board of Directors and subject to additional restrictions relating to the maximum number of shares issuable pursuant to incentive stock options. Under the 2013 Plan, both the ISOs and NSOs are granted at a price per share not less than 100% of the fair market value on the effective date of the grant. The Board of Directors determines the vesting period for each option award on the grant date, and the options generally expire 10 years from the grant date or such shorter term as may be determined by the Board of Directors.

Stock Options

The fair value of each option was estimated using the Black-Scholes model on the date of grant for the periods presented using the following assumptions:

			Three Months Ended March 31,
			2021						2020
Expected life (in years)			—						6.02
Risk-free interest rate			—						0.96%
Volatility			—						50%
Dividend yield			—						—

 

There were no option grants during the three months ended March 31, 2021. The weighted-average grant date fair value of options was $4.26 during the three months ended March 31, 2020.

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Restricted Stock Units and Performance-Based Restricted Stock Units

The fair value of RSUs equals the market value of the Company’s common stock on the date of the grant. The RSUs are excluded from issued and outstanding shares until they are vested.

On March 1, 2021, (“Grant Date”), the Company granted a total of 938,831 performance-based restricted stock units (“PSU Awards”), under the 2013 Equity Incentive Plan, to certain executive leaders with a grant date fair value of $13.28. The PSU Award represents the right to receive shares of the Company’s common stock upon meeting certain vesting conditions. The PSU Awards will vest in three years subject to the achievement of certain operating performance goals, stock performance goals and continued employment. The fair value of the PSU Award was measured using a Monte Carlo simulation. During the three months ended March 31, 2021, the expense recognized in its consolidated financial statements related to the PSU Awards was $0.3 million.

A summary of the Company’s stock option and RSU, including PSU award activity under the 2013 Plan is as follows:

Copy History

RSUs Outstanding

Options Outstanding

Shares Available for Grant

Number of Shares