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Quotient Technology Inc. Announces Second Quarter 2023 Results

  • Quarterly Revenue of $65.7M
  • GAAP Net Loss of $15.9M
  • Adjusted EBITDA of $3.0M

Quotient Technology Inc. (NYSE: QUOT), a leading digital promotions and media technology company, today reported financial results for the second quarter ended June 30, 2023. Due to the June 20, 2023 announcement of the pending acquisition of Quotient by CB Neptune Holdings, LLC (“Neptune Parent”), the direct corporate parent of Neptune Retail Solutions, Quotient will not host a conference call or live webcast to discuss these financial results. Additionally, due to the pending acquisition, Quotient is not providing forward looking financial guidance or providing comment or update on prior guidance.

Use of Non-GAAP Financial Measures

Quotient reports its financial statements in accordance with generally accepted accounting principles in the United States (GAAP) and the rules of the Securities and Exchange Commission (SEC). To supplement its financial statements presented in accordance with GAAP, Quotient provides investors in this press release with non-GAAP Gross Profit, non-GAAP Gross Margin, Adjusted EBITDA, Adjusted EBITDA Margin and non-GAAP Operating Expenses, each a non-GAAP financial measure. Quotient believes that these non-GAAP measures provide investors with additional useful information used by Quotient’s management and Board of Directors for financial and operating decision making. In particular, Quotient believes that the exclusion of certain income and expenses in calculating these metrics can provide useful measures for period-to-period comparisons of its core business as well as a useful comparison to peer companies.

Quotient defines non-GAAP Gross Profit as revenue less cost of revenues adjusted for stock-based compensation, amortization of acquired intangible assets, certain business transformation and strategic initiatives costs, expenses related to legal settlements, and restructuring charges; and defines non-GAAP Gross Margin as non-GAAP Gross Profit divided by Revenue.

Quotient defines Adjusted EBITDA as net income (loss) adjusted for interest expense, provision for (benefit from) income taxes, other (income) expense, net, depreciation and amortization, stock-based compensation, impairment of certain long-lived and right-of-use assets, shareholder activism response costs, expenses related to legal settlements, restructuring charges, and certain business transformation and strategic initiatives costs. In addition, Quotient defines Adjusted EBITDA Margin as the ratio of Adjusted EBITDA and revenues; and non-GAAP operating expenses as operating expenses adjusted for stock-based compensation, amortization of acquired intangible assets, restructuring charges, impairment of certain long-lived and right-of-use assets, shareholder activism response costs, expenses related to legal settlements, and certain business transformation and strategic initiatives costs.

Quotient excludes certain GAAP items from these measures because it believes these items are not indicative of ordinary results of operations and do not reflect expected future operating expenses. Additionally, certain items are inconsistent in size and frequency—making it difficult to contribute to a meaningful evaluation of Quotient's current or past operating performance.

There are a number of limitations related to the use of these non-GAAP financial measures. Quotient compensates for these limitations by providing specific information regarding the GAAP amount excluded from these non-GAAP financial measures and evaluating these non-GAAP financial measures together with their relevant GAAP financial measures.

These non-GAAP financial measures are not intended to be considered in isolation from, as substitute for, or as superior to the corresponding financial measure prepared in accordance with GAAP. Because of these and other limitations, the non-GAAP financial measures used in this press release 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 these non-GAAP financial measures to the nearest comparable GAAP financial measures, see “Reconciliation of Net Loss to Adjusted EBITDA and Adjusted EBITDA Margin”, "Reconciliation of Gross Profit to Non-GAAP Gross Profit", and "Reconciliation of Operating Expenses to Non-GAAP Operating Expenses" included in this press release.

Forward-Looking Statements

This press release contains a forward-looking statement consisting of the pending acquisition of Quotient (the “Company”) by Neptune Parent. This forward-looking statement is based on the Company’s current plans, objectives, expectations and intentions and inherently involves significant risks and uncertainties. Actual outcomes and the timing of events could differ materially from those anticipated in such a forward-looking statement as a result of these risks and uncertainties, which include those identified in the Company’s filings with the SEC, including its Annual Report on Form 10-K filed with the SEC on March 16, 2023, its Form 10-K/A Amendment No. 1 filed with the SEC on April 28, 2023, its Schedule 14A (Definitive Proxy Statement Regarding the Special Meeting of Stockholders of Quotient to Consider and Vote on the Pending Acquisition by Neptune Parent) filed with the SEC on July 31, 2023, and future filings and reports by the Company. The Company 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 (NYSE: QUOT) is a leading digital media and promotions technology company for advertisers, retailers and consumers. Quotient's omnichannel platform is powered by exclusive consumer spending data, location intelligence and purchase intent data to reach millions of shoppers daily and deliver measurable, incremental sales.

Quotient partners with leading advertisers, publishers and retailers, including Clorox, Procter & Gamble, Unilever, CVS, Dollar General, Ahold Delhaize USA, Amazon and Microsoft. Quotient is headquartered in Salt Lake City, Utah, and has offices across the US as well as in Bangalore, Paris, London and Tel Aviv. For more information visit www.quotient.com.

Quotient and the Quotient logo 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)

June 30,

2023

December 31,

2022

(unaudited)

Assets

Current assets:

Cash and cash equivalents

44,900

56,891

Accounts receivable, net

69,093

98,049

Prepaid expenses and other current assets

26,435

19,791

Total current assets

140,428

174,731

Property and equipment, net

32,065

28,773

Operating lease right-of-use-assets

12,703

14,475

Intangible assets, net

2,567

4,494

Goodwill

128,427

128,427

Other assets

10,050

12,259

Total assets

$

326,240

$

363,159

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

$

28,930

$

30,027

Accrued compensation and benefits

6,296

12,060

Other current liabilities

44,141

53,255

Deferred revenues

20,059

15,519

Short-term debt

2,750

2,750

Total current liabilities

102,176

113,611

Operating lease liabilities

18,454

21,221

Other non-current liabilities

740

468

Long-term debt

47,197

48,034

Deferred tax liabilities

2,030

2,030

Total liabilities

170,597

185,364

Stockholders’ equity:

Common stock

1

1

Additional paid-in capital

724,605

713,201

Accumulated other comprehensive loss

(1,742

)

(1,756

)

Accumulated deficit

(567,221

)

(533,651

)

Total stockholders’ equity

155,643

177,795

Total liabilities and stockholders’ equity

$

326,240

$

363,159

QUOTIENT TECHNOLOGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share data)

Three Months Ended

June 30,

Six Months Ended

June 30,

2023

2022

2023

2022

Revenues

$

65,706

$

69,251

$

124,973

$

147,707

Cost of revenues (1)

34,778

37,267

65,148

86,345

Gross profit

30,928

31,984

59,825

61,362

Operating Expenses:

Sales and marketing (1)

22,326

21,459

40,289

43,395

Research and development (1)

6,632

7,072

12,066

16,828

General and administrative (1)

15,414

42,869

36,608

65,577

Total operating expenses

44,372

71,400

88,963

125,800

Net loss from operations

(13,444

)

(39,416

)

(29,138

)

(64,438

)

Interest expense

(2,854

)

(1,179

)

(5,192

)

(2,333

)

Other (expense) income, net

153

(417

)

59

(381

)

Net loss before income taxes

(16,145

)

(41,012

)

(34,271

)

(67,152

)

Provision for (benefit from) income taxes

(247

)

2,346

(701

)

2,512

Net loss

$

(15,898

)

$

(43,358

)

$

(33,570

)

$

(69,664

)

Net loss per share, basic and diluted

$

(0.16

)

$

(0.45

)

$

(0.34

)

$

(0.73

)

Weighted-average shares used to compute net loss per share, basic and diluted

98,424

95,369

97,941

95,148

(1) The stock-based compensation expense included above was as follows:

Three Months Ended

June 30,

Six Months Ended

June 30,

2023

2022

2023

2022

Cost of revenues

$

280

$

500

$

502

$

1,032

Sales and marketing

510

812

1,141

1,703

Research and development

345

674

603

1,641

General and administrative

2,466

15,141

9,222

18,493

Total stock-based compensation

$

3,601

$

17,127

$

11,468

$

22,869

QUOTIENT TECHNOLOGY INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

Six Months Ended

June 30,

2023

2022

Cash flows from operating activities:

Net loss

$

(33,570

)

$

(69,664

)

Adjustments to reconcile net loss to net cash used in by operating activities:

Depreciation and amortization

9,047

9,231

Stock-based compensation

11,468

22,869

Impairment of long-lived and right-of-use assets

11,448

Amortization of debt discount and issuance cost

879

548

Allowance (recovery) for credit losses

(177

)

1,222

Other non-cash expenses

3,480

3,368

Changes in operating assets and liabilities:

Accounts receivable

29,134

78,915

Prepaid expenses and other assets

(6,451

)

(2,031

)

Accounts payable and other liabilities

(12,957

)

(28,944

)

Payments for contingent consideration and bonuses

(19,008

)

Accrued compensation and benefits

(5,757

)

(6,283

)

Deferred revenues

4,540

(7,741

)

Net cash used in operating activities

(364

)

(6,070

)

Cash flows from investing activities:

Purchases of property and equipment

(9,615

)

(8,161

)

Net cash used in investing activities

(9,615

)

(8,161

)

Cash flows from financing activities:

Proceeds from issuances of common stock under stock plans

1,332

824

Proceeds from borrowing on line of credit

40,000

Repayment of line of credit

(40,000

)

Payments for taxes related to net share settlement of equity awards

(1,922

)

(3,499

)

Principal payments on term loan

(1,375

)

Principal payments on promissory note and finance lease obligations

(98

)

Payments for contingent consideration

(5,686

)

Net cash used in financing activities

(1,965

)

(8,459

)

Effect of exchange rates on cash and cash equivalents

(47

)

215

Net decrease in cash and cash equivalents

(11,991

)

(22,475

)

Cash and cash equivalents at beginning of period

56,891

237,417

Cash and cash equivalents at end of period

$

44,900

$

214,942

QUOTIENT TECHNOLOGY INC.

RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN

(Unaudited, in thousands)

Three Months Ended

June 30,

Six Months Ended

June 30,

2023

2022

2023

2022

$

%

$

%

$

%

$

%

Net Loss ($) / Loss Margin (%) (2)

$

(15,898

)

(24

%)

$

(43,358

)

(63

%)

$

(33,570

)

(27

%)

$

(69,664

)

(47

%)

Adjustments:

Stock-based compensation

3,601

6

%

17,127

25

%

11,468

9

%

22,869

15

%

Depreciation and amortization

4,829

7

%

4,670

7

%

9,047

7

%

9,231

6

%

Other (1)

8,024

12

%

16,349

24

%

13,445

11

%

23,970

16

%

Interest expense

2,854

4

%

1,179

2

%

5,192

4

%

2,333

2

%

Other expense (income), net

(153

)

417

(59

)

381

Provision for (benefit from) income taxes

(247

)

2,346

3

%

(701

)

2,512

2

%

Total adjustments

$

18,908

29

%

$

42,088

61

%

$

38,392

31

%

$

61,296

41

%

Adjusted EBITDA ($) / Adjusted EBITDA Margin (%) (2)

$

3,010

5

%

$

(1,270

)

(2

%)

$

4,822

4

%

$

(8,368

)

(6

%)

(1) For the three and six months ended June 30, 2023, Other includes $6.9 million and $9.1 million, respectively, related to certain business transformation and strategic initiatives costs which include $4.1 million and $4.7 million respectively, of costs incurred in the transition and replacement of Coupons.com with Shopmium as our direct-to-consumer offering in the U.S.; $0.7 million and $3.4 million, respectively, related to restructuring charges, $0.3 million and $0.7 million, respectively, consisting of expenses related to legal settlements and $0.1 million and $0.2 million, respectively, related to shareholder activism response costs. For the three and six months ended June 30, 2022, Other includes a charge of $5.3 million and $11.4 million, respectively, related to the impairment of certain long-lived and right-of-use assets; $3.7 million and $5.1 million, respectively, related to shareholder activism response costs; $4.8 million in both respective periods related to legal settlements; and $2.6 million and $2.7 million, respectively, related to restructuring charges. Restructuring charges primarily relate to severance for impacted employees.

(2) Profit (Loss) Margin and Adjusted EBITDA Margin is the ratio of Profit (Loss) to Revenues and Adjusted EBITDA to Revenues.

QUOTIENT TECHNOLOGY INC.

RECONCILIATION OF NET LOSS TO ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN

(Unaudited, in thousands)

Q2 FY 22

Q3 FY 22

Q4 FY 22

Q1 FY 23

Q2 FY 23

Net Income (loss)

$

(43,358

)

$

(7,167

)

$

320

$

(17,672

)

$

(15,898

)

Adjustments:

Stock-based compensation

17,127

4,980

4,604

7,867

3,601

Depreciation and amortization

4,670

4,797

3,901

4,218

4,829

Other (1)

16,349

7,919

3,962

5,421

8,024

Interest expense

1,179

1,837

1,471

2,338

2,854

Other (income) expense, net

417

(200

)

(1,209

)

94

(153

)

Provision for (benefit from) income taxes

2,346

(2,138

)

148

(454

)

(247

)

Total adjustments

$

42,088

$

17,195

$

12,877

$

19,484

$

18,908

Adjusted EBITDA (1)

$

(1,270

)

$

10,028

$

13,197

$

1,812

$

3,010

Adjusted EBITDA Margin (2)

(2

%)

14

%

19

%

3

%

5

%

(1) Adjusted EBITDA, a non-GAAP financial measure, is net income (loss) adjusted for stock-based compensation, depreciation and amortization, interest expense, other (income) expense, net, provision for (benefit from) income taxes, and other, which includes: charge of $4.8 million for expenses related to legal settlements; $5.3 million related to the impairment of certain long-lived and right-of-use assets, $3.7 million related to shareholder activism response costs, and restructuring charges of $2.6 million during Q2 FY22; charge of $5.0 million for expenses related to legal settlements, $2.8 million related to restructuring charges, and $0.1 million related to shareholder activism response costs during Q3 FY22; charge of $3.4 million related to restructuring charges, $1.3 million related to certain business transformation and strategic initiatives costs which includes $1.0 million related to the launch and scaling of Shopmium in the U.S. to replace coupons.com as our direct-to-consumer offering, $0.5 million related to a recovery of expenses related to legal settlements and $0.2 million shareholder activism response costs recovery during Q4 FY22; charge of $2.8 million related to certain business transformation and strategic initiatives costs which includes $0.6 million of costs incurred in the transition and replacement of Coupons.com with Shopmium as our direct-to-consumer offering in the U.S., $2.1 million related to restructuring charges, $0.4 million in expenses related to legal settlements and $0.1 million related to shareholder activism response costs during Q1 FY23; charge of $6.9 million related to certain business transformation and strategic initiative costs which includes $4.1 million of costs incurred in the transition and replacement of Coupons.com with Shopmium as our direct-to-consumer offering in the U.S., charge of $0.7 million related to restructuring charges, charge of $0.3 million in expenses related to legal settlements and $0.1 million related to shareholder activism response costs.

(2) Adjusted EBITDA margin is the ratio of Adjusted EBITDA and Revenues.

QUOTIENT TECHNOLOGY INC.

RECONCILIATION OF GROSS PROFIT TO NON-GAAP GROSS PROFIT

(Unaudited, in thousands)

Q2 FY 22

Q1 FY 23

Q2 FY 23

Revenues

$

69,251

$

59,267

$

65,706

Cost of revenues (GAAP)

$

37,267

$

30,370

$

34,778

(less) Stock-based compensation

(500

)

(222

)

(280

)

(less) Amortization of acquired intangible assets

(2,219

)

(610

)

(609

)

(less) Business transformation and strategic initiatives costs

(11

)

(121

)

(less) Expenses related to legal settlements

(208

)

(less) Impairment of certain long-lived and right-of-use assets

(1,434

)

(less) Restructuring charges

(75

)

22

Cost of revenues (Non-GAAP)

$

33,039

$

29,341

$

33,768

Gross profit (GAAP)

$

31,984

$

28,897

$

30,928

Gross margin percentage (GAAP)

46.2

%

48.8

%

47.1

%

Gross profit (Non-GAAP)*

$

36,212

$

29,926

$

31,938

Gross margin percentage (Non-GAAP)

52.3

%

50.5

%

48.6

%

* Non-GAAP gross profit excludes stock-based compensation, amortization of acquired intangible assets, certain business transformation and strategic initiatives costs, expenses related to legal settlements and restructuring charges.

QUOTIENT TECHNOLOGY INC.

RECONCILIATION OF OPERATING EXPENSES TO NON-GAAP OPERATING EXPENSES

(Unaudited, in thousands)

Q2 FY 22

Q3 FY 22

Q4 FY 22

Q1 FY 23

Q2 FY 23

Revenues

$

69,251

$

70,336

$

70,723

$

59,267

$

65,706

Sales and marketing expenses

21,459

19,939

20,745

17,963

22,326

(less) Stock-based compensation

(812

)

(777

)

(733

)

(631

)

(510

)

(less) Amortization of acquired intangible assets

(354

)

(354

)

(354

)

(354

)

(354

)

(less) Business transformation and strategic initiatives costs

(928

)

(572

)

(4,278

)

(less) Restructuring charges

(131

)

(762

)

(1,595

)

120

64

Non-GAAP Sales and marketing expenses

$

20,162

$

18,046

$

17,135

$

16,526

$

17,248

Non-GAAP Sales and marketing percentage

29

%

26

%

24

%

28

%

26

%

Research and development

7,072

4,899

4,572

5,434

6,632

(less) Stock-based compensation

(674

)

(411

)

(361

)

(258

)

(345

)

(less) Business transformation and strategic initiatives costs

(54

)

(37

)

(91

)

(less) Restructuring charges

(170

)

(246

)

(108

)

(15

)

(42

)

Non-GAAP Research and development expenses

$

6,228

$

4,242

$

4,049

$

5,124

$

6,154

Non-GAAP Research and development percentage

9

%

6

%

6

%

9

%

9

%

General and administrative expenses

42,869

16,401

12,908

21,194

15,414

(less) Stock-based compensation

(15,141

)

(3,350

)

(3,085

)

(6,756

)

(2,466

)

(less) Restructuring charges

(2,240

)

(1,411

)

(1,037

)

(2,820

)

(744

)

(less) Impairment of long-lived and right-of-use assets

(3,895

)

(less) Business transformation and strategic initiatives costs

(173

)

(1,596

)

(2,437

)

(less) Shareholder activism response costs

(3,654

)

(51

)

250

(127

)

(119

)

(less) Expenses related to legal settlements

(4,750

)

(5,000

)

500

(177

)

(256

)

Non-GAAP General and administrative expenses

$

13,189

$

6,589

$

9,363

$

9,718

$

9,392

Non-GAAP General and administrative percentage

19

%

9

%

13

%

16

%

14

%

Non-GAAP Operating expenses*

$

39,579

$

28,877

$

30,547

$

31,368

$

32,794

Non-GAAP Operating expense percentage

57

%

41

%

43

%

53

%

50

%

* Non-GAAP operating expenses excludes stock-based compensation, amortization of acquired intangible assets, restructuring charges, impairment of certain long-lived and right-of-use assets, shareholder activism response costs, expenses related to legal settlements and certain business transformation and strategic initiatives costs.