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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Retailmenot - Series 1 | NASDAQ:SALE | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 11.575 | 11.55 | 11.60 | 0 | 01:00:00 |
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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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26-0159761
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Title of each class
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Name of each exchange on which registered
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Series 1 common stock, par value $0.001 per share
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The NASDAQ Global Select Market LLC
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Large accelerated filer
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¨
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Accelerated filer
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ý
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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•
|
Net revenues for
2016
were
$280.4 million
,
an increase
of
12.6%
from
$249.1 million
in
2015
. This increase is primarily attributable to a
$43.5 million
increase
in net revenues from our Gift Card segment, offset by a
$12.2 million
decrease
in net revenues from our Core segment.
|
•
|
Net income for
2016
was
$2.0 million
, an
83.4%
decrease
from
$11.8 million
in
2015
. The decrease in net income is primarily attributable to the
$12.2 million
decrease
in net revenues from our Core segment and the investments being made to grow our in-store and advertising business and scale our gift card business.
|
•
|
Adjusted EBITDA for
2016
was
$61.3 million
, a
14.8%
decrease
from
$71.9 million
in
2015
.
|
•
|
Total visits to our desktop and mobile websites for
2016
were approximately
650 million
, a
9.5%
decrease
from
718 million
visits in
2015
. Visits to our mobile websites represented approximately
46%
and
41%
, respectively, of the total visits to our websites in
2016
and
2015
.
|
•
|
During the three months ended
December 31, 2016
, we averaged approximately
23.1 million
mobile unique visitors per month, essentially flat to the approximately
23.2 million
mobile unique visitors per month during the three months ended December 31,
2015
.
|
•
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Email newsletters: Our newsletters are sent several times a week and typically include the top digital offers for featured merchants. A portion of these newsletters feature digital offers that are targeted to our consumers based on their past activity on our websites, their affinity for certain merchants or certain types of shopping categories and other proprietary data about the user.
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•
|
Alerts: Our alerts provide consumers with new digital offers for their favorite merchants as they become available.
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Website
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Mobile Applications
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Geographic
Location
Served
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Language
|
|
Focus
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RetailMeNot.com
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iPhone & Android
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U.S.
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|
English
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|
Online and In-Store Offers
|
GiftcardZen.com
|
|
None
|
|
U.S.
|
|
English
|
|
Gift Cards
|
VoucherCodes.co.uk
|
|
iPhone & Android
|
|
U.K.
|
|
English
|
|
Online and In-Store Offers
|
Poulpeo.com
|
|
iPhone & Android
|
|
France
|
|
French
|
|
Online Offers with Cash Back
|
Ma-Reduc.com
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|
iPhone & Android
|
|
France
|
|
French
|
|
Online Offers
|
Actiepagina.nl
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|
None
|
|
Netherlands
|
|
Dutch
|
|
Online Offers
|
RetailMeNot.de
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|
None
|
|
Germany
|
|
German
|
|
Online Offers
|
RetailMeNot.ca
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|
None
|
|
Canada
|
|
English
|
|
Online Offers
|
RetailMeNot.es
|
|
None
|
|
Spain
|
|
Spanish
|
|
Online Offers
|
RetailMeNot.it
|
|
None
|
|
Italy
|
|
Italian
|
|
Online Offers
|
RetailMeNot.pl
|
|
None
|
|
Poland
|
|
Polish
|
|
Online Offers
|
•
|
public facing websites and mobile applications;
|
•
|
content quality management systems;
|
•
|
data management and reporting; and
|
•
|
infrastructure tools.
|
•
|
users increasingly engage with other products or services through which they obtain digital offers;
|
•
|
we fail to introduce new products or services that users find engaging or if we introduce new products or services that are not favorably received;
|
•
|
we are unable to obtain digital offers that consumers find useful, particularly with respect to offers for our in-store solution which is still in its early stages and for which a broad source of supply has not been established;
|
•
|
we are unable to develop products for mobile devices that users find engaging, that work with a variety of mobile operating systems and networks, and that achieve a high level of market acceptance;
|
•
|
merchants fail to deploy mobile websites and applications that reduce friction in the consumer shopping experience;
|
•
|
we are unable to ensure that users are presented with content that is useful and relevant to them;
|
•
|
users perceive that the quality of digital offers available through our marketplace has decreased;
|
•
|
our mobile applications fail to be prominently featured in iOS and Android application stores; or
|
•
|
there are decreases in user sentiment about the quality or usefulness of our products or offers or concerns related to privacy, security or other factors.
|
•
|
Other businesses that provide digital offers similar to ours as an add-on to their core business. For example, Groupon, Living Social, Coupons.com and Facebook now provide digital offers, and Google, Facebook and PayPal are now providing digital offers for in-store purchases.
|
•
|
Website, mobile applications and credit card issuers that provide cash-back rebates or offers based on the use of a particular credit card at certain merchants, including eBates.
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•
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Various companies that offer discounted gift cards, including Raise, Cardcash and Cardpool.
|
•
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Traditional offline coupon and discount services, as well as newspapers, magazines and other traditional media companies that provide coupons and discounts on products and services.
|
•
|
Other websites and mobile applications that serve niche markets and interests.
|
•
|
the number and quality of the digital offers available on our websites and mobile applications;
|
•
|
consumer visits to our websites and mobile applications, and purchases by consumers resulting from those visits or application sessions;
|
•
|
our ability to maintain or increase the commissions and other revenues associated with consumer visits to our mobile websites or use of our mobile applications;
|
•
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the success and costs of our online advertising and marketing initiatives, including advertising costs for paid search keywords that we deem relevant to our business and advertising costs for driving consumer downloads of our mobile applications;
|
•
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the levels of compensation that merchants are willing to pay us to attract customers;
|
•
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the amount that consumers spend when they make purchases using the digital offers we provide;
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•
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our ability to maintain and increase the number of downloads of our mobile applications by consumers not resulting directly from our advertising efforts;
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•
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market acceptance of our current and future solutions, including our ability to retain current paid merchants, sell additional solutions to existing paid merchants and to add new paid merchants to our marketplace in multiple regions around the world;
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•
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our ability to achieve growth rates and performance targets anticipated by us in setting our operating and capital expense budgets;
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•
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overall levels of consumer spending;
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•
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the budgeting cycles of our paid merchants;
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•
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the cyclical and discretionary nature of marketing spend and any resulting changes in the number and quality of digital offers that paid merchants choose to offer;
|
•
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changes in the competitive dynamics of the digital offer industry, including consolidation among competitors, performance marketing networks or customers, and our reputation and brand strength relative to our competitors;
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•
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the response of consumers to our digital offer content;
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•
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our ability to control costs, including our operating expenses;
|
•
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network outages, errors in our solutions or security breaches and any associated expenses and collateral effects;
|
•
|
foreign currency exchange rate fluctuations, as our foreign sales and costs are denominated in local currencies;
|
•
|
interest rate fluctuations, as our senior indebtedness carries a variable interest rate;
|
•
|
costs related to acquisitions or licensing of, or investments in, products, services, technologies or other businesses and our ability to integrate and manage any acquisitions successfully;
|
•
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our ability to collect amounts billed to paid merchants directly and through performance networks;
|
•
|
paid merchants filing for bankruptcy protection or otherwise ceasing to operate; and
|
•
|
general economic and political conditions in our domestic and international markets.
|
•
|
competition with local or foreign companies operating in or entering the same markets;
|
•
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the suitability, compatibility and successful implementation of the shared information technology infrastructure that we have developed to power our marketplace in certain of our international markets;
|
•
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the cost and resources required to localize our solutions, while maintaining paid merchant and consumer satisfaction such that our marketplace will continue to attract high quality paid merchants;
|
•
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difficulties in staffing and managing foreign operations due to distance, time zones, language and cultural differences;
|
•
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higher product return rates;
|
•
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burdens of complying with a wide variety of laws and regulations, including regulation of digital offer terms, Internet services, privacy and data protection, bulk emailing and anti-competition regulations, which may limit or prevent us from offering of our solutions in some jurisdictions or limit our ability to enforce contractual obligations;
|
•
|
exposure to markets where there is a concentration of merchants and those merchants individually or collectively exercise their market power to negotiate lower commissions or cease to monetize with us entirely;
|
•
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adverse tax effects and foreign exchange controls making it difficult to repatriate earnings and cash;
|
•
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political and economic instability;
|
•
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terrorist activities and natural disasters;
|
•
|
differing employment practices and laws and labor disruptions;
|
•
|
technology compatibility;
|
•
|
credit risk and higher levels of payment fraud;
|
•
|
increased financial accounting and reporting burdens and complexities and difficulties in implementing and maintaining adequate internal controls;
|
•
|
slower adoption of the Internet as an advertising, broadcast and commerce medium in certain of those markets as compared to the U.S.;
|
•
|
lower levels of consumer spending and fewer opportunities for growth compared to the U.S.;
|
•
|
preference for local vendors; and
|
•
|
different or lesser degrees of intellectual property protection.
|
•
|
use of cash resources and incurrence of debt and contingent liabilities in funding strategic transactions, which may limit our operational flexibility and other potential uses of our cash, including stock repurchases, dividend payments and retirement of outstanding indebtedness;
|
•
|
expected and unexpected costs incurred in identifying and pursuing strategic transactions and performing due diligence regarding potential strategic transactions that may or may not be successful;
|
•
|
failure of the acquired company to achieve anticipated consumer traffic, revenue, earnings, cash flows or other desired financial, operational or technological goals;
|
•
|
our responsibility for the liabilities of the businesses we acquire, including the assumption of liabilities that were not disclosed to us or that exceed our estimates;
|
•
|
difficulties in integrating and managing the combined operations, technologies and solutions;
|
•
|
failure to identify all of the problems, liabilities or other shortcomings or challenges of a counterparty to a strategic transaction or an acquired company, including issues related to intellectual property, solution quality or architecture, inventory quality or sufficiency, regulatory compliance practices, revenue recognition or other accounting practices or employee or customer issues;
|
•
|
diversion of management’s attention or other resources from our existing business;
|
•
|
inability to maintain the key business relationships and the reputations of the businesses we acquire;
|
•
|
difficulties in assigning or transferring technology or intellectual property licensed by acquired companies from third parties to us or our subsidiaries;
|
•
|
uncertainty of entry into markets in which we have limited or no prior experience or in which competitors have stronger market positions;
|
•
|
our dependence on unfamiliar merchants or performance marketing networks of the companies we acquire;
|
•
|
insufficient incremental revenue to offset our increased expenses associated with strategic transactions;
|
•
|
our inability to maintain internal standards, controls, procedures and policies;
|
•
|
challenges in integrating and auditing the financial statements of acquired companies that have not historically prepared financial statements in accordance with U.S. generally accepted accounting principles;
|
•
|
impairment of goodwill or other intangible assets such as trademarks or other intellectual property arising from acquisitions;
|
•
|
amortization of expenses related to acquired intangible assets and other adverse accounting consequences;
|
•
|
potential loss of key employees from the companies we acquire, as has occurred after previous acquisitions;
|
•
|
dilution of our stockholders’ ownership interests if we finance all or a portion of the purchase price of any strategic transactions by issuing equity; and
|
•
|
litigation or other claims from the counterparty to the strategic transaction, including claims from former stockholders, claims related to intellectual property infringement or other matters or various commercial or tort claims.
|
•
|
variations in our actual or projected operating results or the operating results of similar companies;
|
•
|
periodic changes to search engine algorithms that lead to actual or perceived decreases in traffic to our websites;
|
•
|
announcements of technological innovations, new services or service enhancements and strategic alliances or agreements by us or by our competitors;
|
•
|
marketing and advertising initiatives by us or our competitors;
|
•
|
the gain or loss of paid merchant relationships;
|
•
|
threatened or actual litigation;
|
•
|
major changes in our management;
|
•
|
recruitment or departure of key personnel;
|
•
|
changes in the estimates of our operating results or changes in recommendations by any securities analysts that follow our Series 1 common stock;
|
•
|
market conditions in our industry, the industries of our customers and the economy as a whole;
|
•
|
the overall performance of the equity markets;
|
•
|
sales of shares of our Series 1 common stock by existing stockholders, including our directors and executive officers and their affiliates;
|
•
|
the concentration of ownership of outstanding shares of our Series 1 common stock;
|
•
|
our share repurchase program;
|
•
|
volatility in our stock price, which may lead to higher stock-based compensation expense under applicable accounting standards;
|
•
|
reaction to our press releases or other public announcements and filings with the SEC;
|
•
|
rumors and market speculation involving us or other companies in our industry;
|
•
|
raising additional capital from any equity or debt financing in the future; and
|
•
|
adoption or modification of regulations, policies, procedures or programs applicable to our business
|
•
|
authorize the issuance of “blank check” preferred stock that could be issued by our board of directors to defend against a takeover attempt;
|
•
|
establish a classified board of directors, as a result of which the successors to the directors whose terms have expired will be elected to serve from the time of election and qualification until the third annual meeting following their election;
|
•
|
require that directors only be removed from office for cause and only upon a supermajority stockholder vote;
|
•
|
provide that vacancies on the board of directors, including newly created directorships, may be filled only by a majority vote of directors then in office rather than by stockholders;
|
•
|
prevent stockholders from calling special meetings; and
|
•
|
prohibit stockholder action by written consent, requiring all actions to be taken at a meeting of the stockholders.
|
|
|
Low
|
|
High
|
||||
Year Ended December 31, 2016
|
|
|
|
|
||||
Fourth Quarter
|
|
$
|
8.05
|
|
|
$
|
10.20
|
|
Third Quarter
|
|
$
|
7.30
|
|
|
$
|
12.93
|
|
Second Quarter
|
|
$
|
6.69
|
|
|
$
|
8.83
|
|
First Quarter
|
|
$
|
5.52
|
|
|
$
|
10.24
|
|
|
|
Low
|
|
High
|
||||
Year Ended December 31, 2015
|
|
|
|
|
||||
Fourth Quarter
|
|
$
|
7.98
|
|
|
$
|
11.46
|
|
Third Quarter
|
|
$
|
7.66
|
|
|
$
|
18.03
|
|
Second Quarter
|
|
$
|
17.17
|
|
|
$
|
21.68
|
|
First Quarter
|
|
$
|
13.55
|
|
|
$
|
18.84
|
|
Period
|
|
Total Number
of Shares
Purchased
|
|
Average Price
Paid per Share
|
|
Total Number of Shares
Purchased as Part of Publicly
Announced Plans or Programs
|
|
Approximate Dollar Value of
Shares that May Yet Be
Purchased Under the Plans
or Programs
|
||||||
|
|
(in thousands, except average price per share)
|
||||||||||||
October 1 – 31, 2016
|
|
125
|
|
|
$
|
9.07
|
|
|
125
|
|
|
$
|
67,057
|
|
November 1 – 30, 2016
|
|
474
|
|
|
9.13
|
|
|
474
|
|
|
62,724
|
|
||
December 1 – 31, 2016
|
|
253
|
|
|
9.13
|
|
|
253
|
|
|
60,418
|
|
||
Total
|
|
852
|
|
|
$
|
9.12
|
|
|
852
|
|
|
$
|
60,418
|
|
(1)
|
On February 5, 2015, our board of directors authorized a program to repurchase up to $100 million worth of our Series 1 common stock. The repurchase program was publicly announced on February 10, 2015. In February 2016, our board of directors authorized the repurchase of an additional $50 million worth of shares of our Series 1 common stock, increasing the total authorized amount under our share repurchase program implemented in February 2015 to $150 million. The share repurchase program is authorized through February 2018. As of
December 31, 2016
,
$89.6 million
of the $150 million has been utilized. Our share repurchase program does not obligate us to acquire any specific number of shares. Under the program, shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
(in thousands, except per share amounts)
|
||||||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
|
$
|
280,421
|
|
|
$
|
249,115
|
|
|
$
|
264,683
|
|
|
$
|
209,836
|
|
|
$
|
144,685
|
|
Cost of net revenues
|
|
61,511
|
|
|
19,904
|
|
|
18,617
|
|
|
13,049
|
|
|
9,113
|
|
|||||
Gross profit
|
|
218,910
|
|
|
229,211
|
|
|
246,066
|
|
|
196,787
|
|
|
135,572
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Product development
|
|
52,283
|
|
|
51,580
|
|
|
47,882
|
|
|
30,566
|
|
|
14,481
|
|
|||||
Sales and marketing
|
|
98,209
|
|
|
99,380
|
|
|
90,062
|
|
|
70,303
|
|
|
40,672
|
|
|||||
General and administrative
|
|
42,731
|
|
|
39,813
|
|
|
42,343
|
|
|
28,583
|
|
|
15,758
|
|
|||||
Amortization of purchased intangible assets
|
|
9,466
|
|
|
10,664
|
|
|
12,243
|
|
|
12,081
|
|
|
13,158
|
|
|||||
Other operating expenses
|
|
7,547
|
|
|
4,616
|
|
|
4,065
|
|
|
2,525
|
|
|
6,006
|
|
|||||
Total operating expenses
|
|
210,236
|
|
|
206,053
|
|
|
196,595
|
|
|
144,058
|
|
|
90,075
|
|
|||||
Income from operations
|
|
8,674
|
|
|
23,158
|
|
|
49,471
|
|
|
52,729
|
|
|
45,497
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense, net
|
|
(2,275
|
)
|
|
(1,988
|
)
|
|
(1,981
|
)
|
|
(2,980
|
)
|
|
(3,221
|
)
|
|||||
Other income (expense), net
|
|
288
|
|
|
(315
|
)
|
|
(1,102
|
)
|
|
672
|
|
|
77
|
|
|||||
Income before income taxes
|
|
6,687
|
|
|
20,855
|
|
|
46,388
|
|
|
50,421
|
|
|
42,353
|
|
|||||
Provision for income taxes
|
|
(4,719
|
)
|
|
(9,007
|
)
|
|
(19,423
|
)
|
|
(18,891
|
)
|
|
(16,360
|
)
|
|||||
Net income
|
|
$
|
1,968
|
|
|
$
|
11,848
|
|
|
$
|
26,965
|
|
|
$
|
31,530
|
|
|
$
|
25,993
|
|
Preferred stock dividends on participating preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,928
|
)
|
|
(24,577
|
)
|
|||||
Total undistributed earnings
|
|
1,968
|
|
|
11,848
|
|
|
26,965
|
|
|
11,602
|
|
|
1,416
|
|
|||||
Undistributed earnings allocated to participating preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,998
|
)
|
|
(1,390
|
)
|
|||||
Net income attributable to common stockholders
|
|
$
|
1,968
|
|
|
$
|
11,848
|
|
|
$
|
26,965
|
|
|
$
|
5,604
|
|
|
$
|
26
|
|
Net income per share attributable to common stockholders:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
$
|
0.04
|
|
|
$
|
0.22
|
|
|
$
|
0.50
|
|
|
$
|
0.24
|
|
|
$
|
0.03
|
|
Diluted
|
|
$
|
0.04
|
|
|
$
|
0.22
|
|
|
$
|
0.49
|
|
|
$
|
0.23
|
|
|
$
|
0.03
|
|
Weighted-average number of common shares used in computing net income per share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
48,724
|
|
|
53,076
|
|
|
53,792
|
|
|
23,074
|
|
|
841
|
|
|||||
Diluted
|
|
49,824
|
|
|
54,099
|
|
|
55,311
|
|
|
54,742
|
|
|
2,277
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
216,858
|
|
|
$
|
259,769
|
|
|
$
|
244,482
|
|
|
$
|
165,881
|
|
|
$
|
97,142
|
|
Working capital
|
|
258,152
|
|
|
296,119
|
|
|
282,988
|
|
|
192,000
|
|
|
97,822
|
|
|||||
Total assets
|
|
582,007
|
|
|
602,624
|
|
|
596,793
|
|
|
508,092
|
|
|
369,787
|
|
|||||
Total liabilities
|
|
106,398
|
|
|
111,235
|
|
|
92,038
|
|
|
76,783
|
|
|
62,133
|
|
|||||
Redeemable convertible preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
349,027
|
|
|||||
Total stockholders' equity (deficit)
|
|
475,609
|
|
|
491,389
|
|
|
504,755
|
|
|
431,309
|
|
|
(41,373
|
)
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
(in thousands, except net revenues per visit)
|
||||||||||||||||||
Operating Metrics
(1)
:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Visits:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Desktop visits
|
|
351,769
|
|
|
420,485
|
|
|
499,549
|
|
|
459,805
|
|
|
414,830
|
|
|||||
Mobile visits
|
|
298,336
|
|
|
297,871
|
|
|
197,582
|
|
|
100,627
|
|
|
49,410
|
|
|||||
Total visits
|
|
650,105
|
|
|
718,356
|
|
|
697,131
|
|
|
560,432
|
|
|
464,240
|
|
|||||
Online transaction net revenues per visit:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Desktop online transaction net revenues per visit
|
|
$
|
0.41
|
|
|
$
|
0.41
|
|
|
$
|
0.44
|
|
|
$
|
0.42
|
|
|
$
|
0.33
|
|
Mobile online transaction net revenues per visit
|
|
$
|
0.09
|
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
0.06
|
|
|
$
|
0.04
|
|
Total online transaction net revenues per visit
|
|
$
|
0.26
|
|
|
$
|
0.28
|
|
|
$
|
0.34
|
|
|
$
|
0.35
|
|
|
$
|
0.30
|
|
Mobile unique visitors
(2)
|
|
23,149
|
|
|
23,194
|
|
|
21,224
|
|
|
11,913
|
|
|
—
|
|
|||||
Other Financial Data
(1)
:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Online transaction net revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Desktop online transaction net revenues
|
|
$
|
144,324
|
|
|
$
|
173,922
|
|
|
$
|
219,593
|
|
|
$
|
190,861
|
|
|
$
|
137,428
|
|
Mobile online transaction net revenues
|
|
27,044
|
|
|
24,406
|
|
|
15,686
|
|
|
6,010
|
|
|
1,746
|
|
|||||
Total online transaction net revenues
|
|
171,368
|
|
|
198,328
|
|
|
235,279
|
|
|
196,871
|
|
|
139,174
|
|
|||||
Advertising and in-store net revenues
|
|
65,506
|
|
|
50,787
|
|
|
29,404
|
|
|
12,965
|
|
|
5,511
|
|
|||||
Gift card net revenues
|
|
43,547
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net revenues
|
|
280,421
|
|
|
249,115
|
|
|
264,683
|
|
|
209,836
|
|
|
144,685
|
|
|||||
Adjusted EBITDA
|
|
61,275
|
|
|
71,890
|
|
|
93,900
|
|
|
81,320
|
|
|
70,373
|
|
|||||
Gift Card segment gross profit
|
|
2,625
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Core segment operating income
|
|
63,104
|
|
|
71,890
|
|
|
93,900
|
|
|
81,320
|
|
|
70,373
|
|
(1)
|
See Part II, Item 7: “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Financial and Operating Metrics” for a description of these operating metrics and other financial data.
|
(2)
|
We present mobile unique visitors as the average monthly mobile unique visitors for the last three months of the period. The amount for 2012 was not meaningful.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Reconciliation of Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
1,968
|
|
|
$
|
11,848
|
|
|
$
|
26,965
|
|
|
$
|
31,530
|
|
|
$
|
25,993
|
|
Depreciation and amortization expense
|
|
18,146
|
|
|
17,131
|
|
|
15,746
|
|
|
14,112
|
|
|
14,192
|
|
|||||
Stock-based compensation expense
|
|
26,181
|
|
|
26,894
|
|
|
24,518
|
|
|
10,507
|
|
|
4,048
|
|
|||||
Third party acquisition-related costs
|
|
727
|
|
|
91
|
|
|
100
|
|
|
1,447
|
|
|
630
|
|
|||||
Other operating expenses
|
|
7,547
|
|
|
4,616
|
|
|
4,065
|
|
|
2,525
|
|
|
6,006
|
|
|||||
Interest expense, net
|
|
2,275
|
|
|
1,988
|
|
|
1,981
|
|
|
2,980
|
|
|
3,221
|
|
|||||
Other (income) expense, net
|
|
(288
|
)
|
|
315
|
|
|
1,102
|
|
|
(672
|
)
|
|
(77
|
)
|
|||||
Provision for income taxes
|
|
4,719
|
|
|
9,007
|
|
|
19,423
|
|
|
18,891
|
|
|
16,360
|
|
|||||
Adjusted EBITDA
|
|
$
|
61,275
|
|
|
$
|
71,890
|
|
|
$
|
93,900
|
|
|
$
|
81,320
|
|
|
$
|
70,373
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Depreciation Expense:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of net revenues
|
|
$
|
317
|
|
|
$
|
523
|
|
|
$
|
456
|
|
|
$
|
299
|
|
|
$
|
99
|
|
Product development
|
|
4,849
|
|
|
3,504
|
|
|
1,491
|
|
|
818
|
|
|
380
|
|
|||||
Sales and marketing
|
|
714
|
|
|
1,354
|
|
|
1,025
|
|
|
603
|
|
|
382
|
|
|||||
General and administrative
|
|
2,800
|
|
|
1,086
|
|
|
531
|
|
|
311
|
|
|
173
|
|
|||||
Total depreciation expense
|
|
$
|
8,680
|
|
|
$
|
6,467
|
|
|
$
|
3,503
|
|
|
$
|
2,031
|
|
|
$
|
1,034
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Stock-Based Compensation Expense:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of net revenues
|
|
$
|
1,846
|
|
|
$
|
2,211
|
|
|
$
|
1,848
|
|
|
$
|
704
|
|
|
$
|
157
|
|
Product development
|
|
8,367
|
|
|
8,667
|
|
|
7,289
|
|
|
2,419
|
|
|
1,144
|
|
|||||
Sales and marketing
|
|
5,360
|
|
|
6,254
|
|
|
5,547
|
|
|
2,398
|
|
|
993
|
|
|||||
General and administrative
|
|
10,608
|
|
|
9,762
|
|
|
9,834
|
|
|
4,986
|
|
|
1,754
|
|
|||||
Total stock-based compensation expense
|
|
$
|
26,181
|
|
|
$
|
26,894
|
|
|
$
|
24,518
|
|
|
$
|
10,507
|
|
|
$
|
4,048
|
|
•
|
our management uses adjusted EBITDA in conjunction with GAAP financial measures as part of our assessment of our business and in communications with our board of directors concerning our financial performance;
|
•
|
our management and board of directors use adjusted EBITDA in establishing budgets, operational goals and as an element in determining compensation;
|
•
|
adjusted EBITDA provides consistency and comparability with our past financial performance, facilitates period-to-period comparisons of operations that could otherwise be masked by the effect of the expenses that we exclude in this non-GAAP financial measure and facilitates comparisons with other peer companies, many of which use similar non-GAAP financial measures to supplement their GAAP results;
|
•
|
securities analysts use a measure similar to our adjusted EBITDA as a supplemental measure to evaluate the overall operating performance and comparison of companies, and we include adjusted EBITDA in our investor and analyst presentations; and
|
•
|
adjusted EBITDA excludes non-cash charges, such as depreciation, amortization and stock-based compensation, because such non-cash expenses in any specific period may not directly correlate to the underlying performance of our business operations and can vary significantly between periods.
|
•
|
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
|
•
|
adjusted EBITDA excludes stock-based compensation expense which has been, and will continue to be for the foreseeable future, a significant recurring expense in our business and is an important part of our employees’ compensation;
|
•
|
adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
|
•
|
adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and
|
•
|
other companies, including companies in our industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in thousands, except net revenues per visit)
|
||||||||||
Financial Metrics
|
|
|
|
|
|
|
||||||
Online transaction net revenues:
|
|
|
|
|
|
|
||||||
Desktop online transaction net revenues
|
|
$
|
144,324
|
|
|
$
|
173,922
|
|
|
$
|
219,593
|
|
Mobile online transaction net revenues
|
|
27,044
|
|
|
24,406
|
|
|
15,686
|
|
|||
Total online transaction net revenues
|
|
171,368
|
|
|
198,328
|
|
|
235,279
|
|
|||
Advertising and in-store net revenues
|
|
65,506
|
|
|
50,787
|
|
|
29,404
|
|
|||
Gift card net revenues
|
|
43,547
|
|
|
—
|
|
|
—
|
|
|||
Net revenues
|
|
280,421
|
|
|
249,115
|
|
|
264,683
|
|
|||
Adjusted EBITDA
|
|
61,275
|
|
|
71,890
|
|
|
93,900
|
|
|||
Gift Card segment gross profit
|
|
2,625
|
|
|
—
|
|
|
—
|
|
|||
Core segment operating income
|
|
63,104
|
|
|
71,890
|
|
|
93,900
|
|
|||
Operating Metrics
|
|
|
|
|
|
|
||||||
Visits:
|
|
|
|
|
|
|
||||||
Desktop visits
|
|
351,769
|
|
|
420,485
|
|
|
499,549
|
|
|||
Mobile visits
|
|
298,336
|
|
|
297,871
|
|
|
197,582
|
|
|||
Total visits
|
|
650,105
|
|
|
718,356
|
|
|
697,131
|
|
|||
Online transaction net revenues per visit:
|
|
|
|
|
|
|
||||||
Desktop online transaction net revenues per visit
|
|
$
|
0.41
|
|
|
$
|
0.41
|
|
|
$
|
0.44
|
|
Mobile online transaction net revenues per visit
|
|
$
|
0.09
|
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
Total online transaction net revenues per visit
|
|
$
|
0.26
|
|
|
$
|
0.28
|
|
|
$
|
0.34
|
|
Mobile unique visitors
|
|
23,149
|
|
|
23,194
|
|
|
21,224
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in thousands)
|
||||||||||
Net income
|
|
$
|
1,968
|
|
|
$
|
11,848
|
|
|
$
|
26,965
|
|
•
|
Fair Value of Our Common Stock.
Following the completion of our initial public offering, our common stock is being valued by reference to its publicly traded price.
|
•
|
Expected Term.
The expected term represents the period of time the stock options are expected to be outstanding and is based on the “simplified method” allowed under applicable SEC guidance. We used the “simplified method” due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate the expected life of the stock options.
|
•
|
Expected Volatility.
Since we do not have a significant trading history for our Series 1 common stock, the expected stock price volatility is estimated based on a blended rate utilizing our historical volatility and the average historical price volatility for publicly-traded stock of comparable industry peers similar in size, stage of life cycle and financial leverage, based on daily price observations over a period equivalent to the expected term of the stock option grants. We did not rely on implied volatilities of traded options in our industry peers’ common stock because the volume of activity was relatively low. We intend to continue to consistently apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of our Series 1 common stock share price becomes available, or unless circumstances change such that the identified companies are no longer similar to us, in which case more suitable companies whose share prices are publicly available would be utilized in the calculation.
|
•
|
Dividend Yield.
We do not presently plan to pay cash dividends on our Series 1 common stock in the foreseeable future. Consequently, we used an expected dividend yield of zero.
|
•
|
Risk-free Interest Rate.
The risk-free interest rate is based on the yields of U.S. Treasury securities with maturities similar to the expected term of the options for each option group.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in thousands)
|
||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
||||||
Net revenues
|
|
$
|
280,421
|
|
|
$
|
249,115
|
|
|
$
|
264,683
|
|
Cost of net revenues
|
|
61,511
|
|
|
19,904
|
|
|
18,617
|
|
|||
Gross profit
|
|
218,910
|
|
|
229,211
|
|
|
246,066
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Product development
|
|
52,283
|
|
|
51,580
|
|
|
47,882
|
|
|||
Sales and marketing
|
|
98,209
|
|
|
99,380
|
|
|
90,062
|
|
|||
General and administrative
|
|
42,731
|
|
|
39,813
|
|
|
42,343
|
|
|||
Amortization of purchased intangible assets
|
|
9,466
|
|
|
10,664
|
|
|
12,243
|
|
|||
Other operating expenses
|
|
7,547
|
|
|
4,616
|
|
|
4,065
|
|
|||
Total operating expenses
|
|
210,236
|
|
|
206,053
|
|
|
196,595
|
|
|||
Income from operations
|
|
8,674
|
|
|
23,158
|
|
|
49,471
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Interest expense, net
|
|
(2,275
|
)
|
|
(1,988
|
)
|
|
(1,981
|
)
|
|||
Other income (expense), net
|
|
288
|
|
|
(315
|
)
|
|
(1,102
|
)
|
|||
Income before income taxes
|
|
6,687
|
|
|
20,855
|
|
|
46,388
|
|
|||
Provision for income taxes
|
|
(4,719
|
)
|
|
(9,007
|
)
|
|
(19,423
|
)
|
|||
Net income
|
|
$
|
1,968
|
|
|
$
|
11,848
|
|
|
$
|
26,965
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Consolidated Statements of Operations Data as Percentage of Net Revenues:
|
|
|
|
|
|
|
|||
Net revenues
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of net revenues
|
|
21.9
|
|
|
8.0
|
|
|
7.0
|
|
Gross profit
|
|
78.1
|
|
|
92.0
|
|
|
93.0
|
|
Operating expenses:
|
|
|
|
|
|
|
|||
Product development
|
|
18.6
|
|
|
20.7
|
|
|
18.1
|
|
Sales and marketing
|
|
35.0
|
|
|
39.9
|
|
|
34.0
|
|
General and administrative
|
|
15.2
|
|
|
16.0
|
|
|
16.0
|
|
Amortization of purchased intangible assets
|
|
3.4
|
|
|
4.3
|
|
|
4.6
|
|
Other operating expenses
|
|
2.8
|
|
|
1.8
|
|
|
1.6
|
|
Total operating expenses
|
|
75.0
|
|
|
82.7
|
|
|
74.3
|
|
Income from operations
|
|
3.1
|
|
|
9.3
|
|
|
18.7
|
|
Other income (expense):
|
|
|
|
|
|
|
|||
Interest expense, net
|
|
(0.8
|
)
|
|
(0.8
|
)
|
|
(0.7
|
)
|
Other income (expense), net
|
|
0.1
|
|
|
(0.1
|
)
|
|
(0.5
|
)
|
Income before income taxes
|
|
2.4
|
|
|
8.4
|
|
|
17.5
|
|
Provision for income taxes
|
|
(1.7
|
)
|
|
(3.6
|
)
|
|
(7.3
|
)
|
Net income
|
|
0.7
|
%
|
|
4.8
|
%
|
|
10.2
|
%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(dollars in thousands)
|
||||||||||
Net Revenues by Source:
|
|
|
|
|
|
|
||||||
Desktop online transaction
|
|
$
|
144,324
|
|
|
$
|
173,922
|
|
|
$
|
219,593
|
|
Mobile online transaction
|
|
27,044
|
|
|
24,406
|
|
|
15,686
|
|
|||
Total online transaction
|
|
171,368
|
|
|
198,328
|
|
|
235,279
|
|
|||
Advertising and in-store
|
|
65,506
|
|
|
50,787
|
|
|
29,404
|
|
|||
Gift card
|
|
43,547
|
|
|
—
|
|
|
—
|
|
|||
Total net revenues
|
|
$
|
280,421
|
|
|
$
|
249,115
|
|
|
$
|
264,683
|
|
Percentage of Net Revenues by Source:
|
|
|
|
|
|
|
||||||
Desktop online transaction
|
|
51.5
|
%
|
|
69.8
|
%
|
|
83.0
|
%
|
|||
Mobile online transaction
|
|
9.6
|
|
|
9.8
|
|
|
5.9
|
|
|||
Total online transaction
|
|
61.1
|
|
|
79.6
|
|
|
88.9
|
|
|||
Advertising and in-store
|
|
23.4
|
|
|
20.4
|
|
|
11.1
|
|
|||
Gift card
|
|
15.5
|
|
|
—
|
|
|
—
|
|
|||
Total percentage of net revenues
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|||
Net Revenues by Geography:
|
|
|
|
|
|
|
||||||
U.S.
|
|
$
|
231,709
|
|
|
$
|
195,788
|
|
|
$
|
206,865
|
|
International
|
|
48,712
|
|
|
53,327
|
|
|
57,818
|
|
|||
Total net revenues
|
|
$
|
280,421
|
|
|
$
|
249,115
|
|
|
$
|
264,683
|
|
Percentage of Net Revenues by Geography:
|
|
|
|
|
|
|
||||||
U.S.
|
|
82.6
|
%
|
|
78.6
|
%
|
|
78.2
|
%
|
|||
International
|
|
17.4
|
|
|
21.4
|
|
|
21.8
|
|
|||
Total percentage of net revenues
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(dollars in thousands)
|
||||||||||
Cost of net revenues
|
|
$
|
61,511
|
|
|
$
|
19,904
|
|
|
$
|
18,617
|
|
Percentage of net revenues
|
|
21.9
|
%
|
|
8.0
|
%
|
|
7.0
|
%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(dollars in thousands)
|
||||||||||
Product development
|
|
$
|
52,283
|
|
|
$
|
51,580
|
|
|
$
|
47,882
|
|
Percentage of net revenues
|
|
18.6
|
%
|
|
20.7
|
%
|
|
18.1
|
%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(dollars in thousands)
|
||||||||||
Sales and marketing
|
|
$
|
98,209
|
|
|
$
|
99,380
|
|
|
$
|
90,062
|
|
Percentage of net revenues
|
|
35.0
|
%
|
|
39.9
|
%
|
|
34.0
|
%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(dollars in thousands)
|
||||||||||
General and administrative
|
|
$
|
42,731
|
|
|
$
|
39,813
|
|
|
$
|
42,343
|
|
Percentage of net revenues
|
|
15.2
|
%
|
|
16.0
|
%
|
|
16.0
|
%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(dollars in thousands)
|
||||||||||
Amortization of purchased intangible assets
|
|
$
|
9,466
|
|
|
$
|
10,664
|
|
|
$
|
12,243
|
|
Percentage of net revenues
|
|
3.4
|
%
|
|
4.3
|
%
|
|
4.6
|
%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in thousands)
|
||||||||||
Impairment of assets
|
|
$
|
1,620
|
|
|
$
|
2,340
|
|
|
$
|
—
|
|
Deferred compensation
|
|
5,944
|
|
|
2,297
|
|
|
3,978
|
|
|||
Assets disposal (gain) or loss
|
|
(17
|
)
|
|
(21
|
)
|
|
87
|
|
|||
Total other operating expenses
|
|
$
|
7,547
|
|
|
$
|
4,616
|
|
|
$
|
4,065
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in thousands)
|
||||||||||
Interest expense, net
|
|
$
|
(2,275
|
)
|
|
$
|
(1,988
|
)
|
|
$
|
(1,981
|
)
|
Other income (expense), net
|
|
288
|
|
|
(315
|
)
|
|
(1,102
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(dollars in thousands)
|
||||||||||
Provision for income taxes
|
|
$
|
(4,719
|
)
|
|
$
|
(9,007
|
)
|
|
$
|
(19,423
|
)
|
Percentage of net revenues
|
|
(1.7
|
)%
|
|
(3.6
|
)%
|
|
(7.3
|
)%
|
|||
Effective tax rate
|
|
70.6
|
%
|
|
43.2
|
%
|
|
41.9
|
%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in thousands)
|
||||||||||
Net revenues
|
|
$
|
236,874
|
|
|
$
|
249,115
|
|
|
$
|
264,683
|
|
Cost of net revenues
|
|
18,426
|
|
|
17,170
|
|
|
16,313
|
|
|||
Gross profit
|
|
218,448
|
|
|
231,945
|
|
|
248,370
|
|
|||
Operating expenses
|
|
155,344
|
|
|
160,055
|
|
|
154,470
|
|
|||
Segment income from operations
|
|
$
|
63,104
|
|
|
$
|
71,890
|
|
|
$
|
93,900
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in thousands)
|
||||||||||
Net revenues
|
|
$
|
43,547
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cost of net revenues
|
|
40,922
|
|
|
—
|
|
|
—
|
|
|||
Gross profit
|
|
2,625
|
|
|
—
|
|
|
—
|
|
|||
Operating expenses
|
|
4,454
|
|
|
—
|
|
|
—
|
|
|||
Segment loss from operations
|
|
$
|
(1,829
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in thousands)
|
||||||||||
Net cash provided by operating activities
|
|
$
|
38,889
|
|
|
$
|
60,489
|
|
|
$
|
61,395
|
|
Net cash used in investing activities
|
|
(32,935
|
)
|
|
(19,217
|
)
|
|
(13,049
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
(48,015
|
)
|
|
(24,890
|
)
|
|
31,444
|
|
|||
Effect of foreign currency exchange rate on cash
|
|
(850
|
)
|
|
(1,095
|
)
|
|
(1,189
|
)
|
|||
Change in cash and cash equivalents
|
|
(42,911
|
)
|
|
15,287
|
|
|
78,601
|
|
|||
Cash and cash equivalents, beginning of year
|
|
259,769
|
|
|
244,482
|
|
|
165,881
|
|
|||
Cash and cash equivalents, end of year
|
|
$
|
216,858
|
|
|
$
|
259,769
|
|
|
$
|
244,482
|
|
|
|
Payment Due By Period
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Less Than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More
Than 5
Years
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Debt obligations (including short-term debt)
(1)
|
|
$
|
62,500
|
|
|
$
|
10,000
|
|
|
$
|
52,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating lease obligations
(2)
|
|
32,598
|
|
|
3,883
|
|
|
7,770
|
|
|
8,538
|
|
|
12,407
|
|
|||||
Purchase obligations
(3)
|
|
3,306
|
|
|
2,593
|
|
|
674
|
|
|
39
|
|
|
—
|
|
|||||
Total
|
|
$
|
98,404
|
|
|
$
|
16,476
|
|
|
$
|
60,944
|
|
|
$
|
8,577
|
|
|
$
|
12,407
|
|
(1)
|
These amounts exclude estimated cash interest payments of approximately $2.1 million in
2017
, $2.0 million in
2018
and $2.1 million in
2019
(based on applicable interest rates as of
December 31, 2016
, in the case of variable interest rate debt).
|
(2)
|
We lease our principal office facilities, including our headquarters in Austin, Texas, under non-cancellable operating leases. Certain leases contain periodic rent escalation adjustments and renewal and expansion options. We recognize rent expense on a straight-line basis over the lease periods. Operating lease obligations expire at various dates with the latest maturity in 2025. We are also responsible for certain real estate taxes, utilities, and maintenance costs on our office facilities.
|
(3)
|
Purchase obligations primarily represent non-cancelable contractual obligations related to content licensing, technology and facilities agreements.
|
(a)
|
Documents Filed with Report
|
(b)
|
Financial Statements.
|
|
|
|
|
|
Reports of Independent Registered Public Accounting Firm
|
|
|
F-2
|
|
Consolidated Balance Sheets
|
|
|
F-4
|
|
Consolidated Statements of Operations
|
|
|
F-5
|
|
Consolidated Statements of Comprehensive Income (Loss)
|
|
|
F-6
|
|
Consolidated Statements of Stockholders’ Equity
|
|
|
F-7
|
|
Consolidated Statements of Cash Flows
|
|
|
F-8
|
|
Notes to Consolidated Financial Statements
|
|
|
F-9
|
|
(2)
|
Financial Statement Schedules.
|
(3)
|
Exhibits.
|
|
|
RETAILMENOT, INC.
|
|
|
|
By:
|
/
S
/ G. C
OTTER
C
UNNINGHAM
|
|
G. Cotter Cunningham
President and Chief Executive Officer
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/
S
/ G. C
OTTER
C
UNNINGHAM
|
|
President, Chief Executive Officer (Principal Executive Officer) and Director
|
|
February 17, 2017
|
G. Cotter Cunningham
|
|
|
||
|
|
|
||
/
S
/ J.
S
COTT
D
I
V
ALERIO
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
February 17, 2017
|
J. Scott Di Valerio
|
|
|
||
|
|
|
|
|
/
S
/ T
HOMAS
E. A
YLOR
|
|
Principal Accounting Officer
|
|
February 17, 2017
|
Thomas E. Aylor
|
|
|
||
|
|
|
||
/
S
/ C. T
HOMAS
B
ALL
|
|
Director
|
|
February 17, 2017
|
C. Thomas Ball
|
|
|
||
|
|
|
|
|
/
S
/ J
EFFREY
M. C
ROWE
|
|
Director
|
|
February 17, 2017
|
Jeffrey M. Crowe
|
|
|
||
|
|
|
|
|
/
S
/ E
RIC
K
ORMAN
|
|
Director
|
|
February 17, 2017
|
Eric Korman
|
|
|
||
|
|
|
|
|
/
S
/ J
ULES
A. M
ALTZ
|
|
Director
|
|
February 17, 2017
|
Jules A. Maltz
|
|
|
||
|
|
|
|
|
/
S
/ G
OKUL
R
AJARAM
|
|
Director
|
|
February 17, 2017
|
Gokul Rajaram
|
|
|
||
|
|
|
|
|
/
S
/ G
REG
J. S
ANTORA
|
|
Director
|
|
February 17, 2017
|
Greg J. Santora
|
|
|
||
|
|
|
|
|
/
S
/ B
RIAN
H. S
HARPLES
|
|
Director
|
|
February 17, 2017
|
Brian H. Sharples
|
|
|
||
|
|
|
|
|
/
S
/ T
AMAR
Y
EHOSHUA
|
|
Director
|
|
February 17, 2017
|
Tamar Yehoshua
|
|
|
|
|
|
|
|
|
|
Page
|
|
|
Consolidated Financial Statements:
|
|
|
|
|
Reports of Independent Registered Public Accounting Firm
|
|
|
F-2
|
|
Consolidated Balance Sheets
|
|
|
F-4
|
|
Consolidated Statements of Operations
|
|
|
F-5
|
|
Consolidated Statements of Comprehensive Income (Loss)
|
|
|
F-6
|
|
Consolidated Statements of Stockholders’ Equity
|
|
|
F-7
|
|
Consolidated Statements of Cash Flows
|
|
|
F-8
|
|
Notes to Consolidated Financial Statements
|
|
|
F-9
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
216,858
|
|
|
$
|
259,769
|
|
Accounts receivable (net of allowance for doubtful accounts of $3,589 and $2,905 at December 31, 2016 and 2015, respectively)
|
|
66,424
|
|
|
67,504
|
|
||
Inventory, net
|
|
9,529
|
|
|
—
|
|
||
Prepaids and other current assets, net
|
|
10,485
|
|
|
9,959
|
|
||
Total current assets
|
|
303,296
|
|
|
337,232
|
|
||
Property and equipment, net
|
|
24,800
|
|
|
21,382
|
|
||
Intangible assets, net
|
|
55,046
|
|
|
61,245
|
|
||
Goodwill
|
|
190,882
|
|
|
174,725
|
|
||
Other assets, net
|
|
7,983
|
|
|
8,040
|
|
||
Total assets
|
|
$
|
582,007
|
|
|
$
|
602,624
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
9,372
|
|
|
$
|
8,713
|
|
Accrued compensation and benefits
|
|
13,104
|
|
|
10,136
|
|
||
Accrued expenses and other current liabilities
|
|
5,104
|
|
|
7,155
|
|
||
Income taxes payable
|
|
7,564
|
|
|
5,109
|
|
||
Current maturities of long term debt
|
|
10,000
|
|
|
10,000
|
|
||
Total current liabilities
|
|
45,144
|
|
|
41,113
|
|
||
Deferred income tax liability
|
|
1,027
|
|
|
1,498
|
|
||
Long term debt
|
|
51,106
|
|
|
60,872
|
|
||
Other noncurrent liabilities
|
|
9,121
|
|
|
7,752
|
|
||
Total liabilities
|
|
106,398
|
|
|
111,235
|
|
||
Commitments and contingencies
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock: $0.001 par value; 10,000,000 shares authorized, zero shares issued and outstanding as of December 31, 2016 and 2015.
|
|
—
|
|
|
—
|
|
||
Series 1 common stock: $0.001 par value, 150,000,000 shares authorized; 47,855,964 and 51,091,393 shares issued and outstanding as of December 31, 2016 and 2015, respectively.
|
|
48
|
|
|
51
|
|
||
Series 2 common stock: $0.001 par value, 6,107,494 shares authorized; zero shares issued and outstanding as of December 31, 2016 and 2015.
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
480,333
|
|
|
495,151
|
|
||
Accumulated other comprehensive loss
|
|
(7,810
|
)
|
|
(4,883
|
)
|
||
Retained earnings
|
|
3,038
|
|
|
1,070
|
|
||
Total stockholders’ equity
|
|
475,609
|
|
|
491,389
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
582,007
|
|
|
$
|
602,624
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net revenues
|
|
$
|
280,421
|
|
|
$
|
249,115
|
|
|
$
|
264,683
|
|
Cost of net revenues
|
|
61,511
|
|
|
19,904
|
|
|
18,617
|
|
|||
Gross profit
|
|
218,910
|
|
|
229,211
|
|
|
246,066
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Product development
|
|
52,283
|
|
|
51,580
|
|
|
47,882
|
|
|||
Sales and marketing
|
|
98,209
|
|
|
99,380
|
|
|
90,062
|
|
|||
General and administrative
|
|
42,731
|
|
|
39,813
|
|
|
42,343
|
|
|||
Amortization of purchased intangible assets
|
|
9,466
|
|
|
10,664
|
|
|
12,243
|
|
|||
Other operating expenses
|
|
7,547
|
|
|
4,616
|
|
|
4,065
|
|
|||
Total operating expenses
|
|
210,236
|
|
|
206,053
|
|
|
196,595
|
|
|||
Income from operations
|
|
8,674
|
|
|
23,158
|
|
|
49,471
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
||||||
Interest expense, net
|
|
(2,275
|
)
|
|
(1,988
|
)
|
|
(1,981
|
)
|
|||
Other income (expense), net
|
|
288
|
|
|
(315
|
)
|
|
(1,102
|
)
|
|||
Income before income taxes
|
|
6,687
|
|
|
20,855
|
|
|
46,388
|
|
|||
Provision for income taxes
|
|
(4,719
|
)
|
|
(9,007
|
)
|
|
(19,423
|
)
|
|||
Net income
|
|
$
|
1,968
|
|
|
$
|
11,848
|
|
|
$
|
26,965
|
|
Net income per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
0.04
|
|
|
$
|
0.22
|
|
|
$
|
0.50
|
|
Diluted
|
|
$
|
0.04
|
|
|
$
|
0.22
|
|
|
$
|
0.49
|
|
Weighted-average number of common shares used in computing net income per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
48,724
|
|
|
53,076
|
|
|
53,792
|
|
|||
Diluted
|
|
49,824
|
|
|
54,099
|
|
|
55,311
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
|
$
|
1,968
|
|
|
$
|
11,848
|
|
|
$
|
26,965
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
(2,927
|
)
|
|
(2,941
|
)
|
|
(3,480
|
)
|
|||
Comprehensive income (loss)
|
|
$
|
(959
|
)
|
|
$
|
8,907
|
|
|
$
|
23,485
|
|
|
|
Series 1 Common Stock |
|
Series 2 Common Stock
|
|
Additional
Paid-In Capital |
|
Retained Earnings (Accumulated
Deficit) |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Total
Stockholder’s Equity |
||||||||||||||||||
|
|
Number of
Shares |
|
Amount
|
|
Number
of Shares |
|
Amount
|
|
|||||||||||||||||||||
Balance at December 31, 2013
|
|
46,569,376
|
|
|
$
|
47
|
|
|
6,107,494
|
|
|
$
|
6
|
|
|
$
|
467,461
|
|
|
$
|
(37,743
|
)
|
|
$
|
1,538
|
|
|
$
|
431,309
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,965
|
|
|
—
|
|
|
26,965
|
|
||||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,480
|
)
|
|
(3,480
|
)
|
||||||
Conversion of Series 2 common stock to Series 1 common stock
|
|
6,107,494
|
|
|
6
|
|
|
(6,107,494
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Payments of offering costs for follow-on offering
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
||||||
Stock issuances under employee plans, net of shares withheld for taxes
|
|
1,576,582
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
13,309
|
|
|
—
|
|
|
—
|
|
|
13,310
|
|
||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,518
|
|
|
—
|
|
|
—
|
|
|
24,518
|
|
||||||
Excess income tax benefit from stock-based compensation and other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,192
|
|
|
—
|
|
|
—
|
|
|
12,192
|
|
||||||
Balance at December 31, 2014
|
|
54,253,452
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
517,421
|
|
|
(10,778
|
)
|
|
(1,942
|
)
|
|
504,755
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,848
|
|
|
—
|
|
|
11,848
|
|
||||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,941
|
)
|
|
(2,941
|
)
|
||||||
Stock issuances under employee plans, net of shares withheld for taxes
|
|
1,160,941
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
6,238
|
|
|
—
|
|
|
—
|
|
|
6,239
|
|
||||||
Repurchase of common stock
|
|
(4,323,000
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(52,869
|
)
|
|
—
|
|
|
—
|
|
|
(52,873
|
)
|
||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,894
|
|
|
—
|
|
|
—
|
|
|
26,894
|
|
||||||
Income tax shortfall, net of excess income tax benefit, from stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,533
|
)
|
|
—
|
|
|
—
|
|
|
(2,533
|
)
|
||||||
Balance at December 31, 2015
|
|
51,091,393
|
|
|
51
|
|
|
—
|
|
|
—
|
|
|
495,151
|
|
|
1,070
|
|
|
(4,883
|
)
|
|
491,389
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,968
|
|
|
—
|
|
|
1,968
|
|
||||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,927
|
)
|
|
(2,927
|
)
|
||||||
Stock issuances under employee plans, net of shares withheld for taxes
|
|
892,582
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
(339
|
)
|
|
—
|
|
|
—
|
|
|
(338
|
)
|
||||||
Repurchase of common stock
|
|
(4,128,011
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(36,832
|
)
|
|
—
|
|
|
—
|
|
|
(36,836
|
)
|
||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,181
|
|
|
—
|
|
|
—
|
|
|
26,181
|
|
||||||
Income tax shortfall, net of excess income tax benefit, from stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,828
|
)
|
|
—
|
|
|
—
|
|
|
(3,828
|
)
|
||||||
Balance at December 31, 2016
|
|
47,855,964
|
|
|
$
|
48
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
480,333
|
|
|
$
|
3,038
|
|
|
$
|
(7,810
|
)
|
|
$
|
475,609
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
1,968
|
|
|
$
|
11,848
|
|
|
$
|
26,965
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization expense
|
|
18,146
|
|
|
17,131
|
|
|
15,746
|
|
|||
Stock-based compensation expense
|
|
26,181
|
|
|
26,894
|
|
|
24,518
|
|
|||
Deferred income tax benefit
|
|
(291
|
)
|
|
(849
|
)
|
|
(4,169
|
)
|
|||
Excess income tax benefit from stock-based compensation and other
|
|
(160
|
)
|
|
(1,374
|
)
|
|
(12,192
|
)
|
|||
Non-cash interest expense
|
|
440
|
|
|
407
|
|
|
603
|
|
|||
Impairment of assets
|
|
1,620
|
|
|
2,340
|
|
|
—
|
|
|||
Amortization of deferred compensation
|
|
5,944
|
|
|
2,297
|
|
|
3,978
|
|
|||
Other non-cash (gains) losses, net
|
|
(1,355
|
)
|
|
223
|
|
|
1,011
|
|
|||
Provision for doubtful accounts receivable
|
|
1,344
|
|
|
783
|
|
|
3,319
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable, net
|
|
(1,761
|
)
|
|
161
|
|
|
(14,540
|
)
|
|||
Inventory, net
|
|
(8,796
|
)
|
|
—
|
|
|
—
|
|
|||
Prepaid expenses and other current assets, net
|
|
(1,104
|
)
|
|
(1,123
|
)
|
|
(2,904
|
)
|
|||
Accounts payable
|
|
667
|
|
|
4,035
|
|
|
857
|
|
|||
Accrued expenses and other current liabilities
|
|
(3,242
|
)
|
|
(3,222
|
)
|
|
15,757
|
|
|||
Other noncurrent assets and liabilities
|
|
(712
|
)
|
|
938
|
|
|
2,446
|
|
|||
Net cash provided by operating activities
|
|
38,889
|
|
|
60,489
|
|
|
61,395
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Payments for acquisition of businesses, net of acquired cash
|
|
(20,729
|
)
|
|
—
|
|
|
(75
|
)
|
|||
Purchase of property and equipment
|
|
(12,192
|
)
|
|
(10,903
|
)
|
|
(9,498
|
)
|
|||
Purchase of other assets
|
|
(44
|
)
|
|
(4,337
|
)
|
|
(3,476
|
)
|
|||
Purchase of non-marketable investment
|
|
—
|
|
|
(4,000
|
)
|
|
—
|
|
|||
Proceeds from sale of property and equipment
|
|
30
|
|
|
23
|
|
|
—
|
|
|||
Net cash used in investing activities
|
|
(32,935
|
)
|
|
(19,217
|
)
|
|
(13,049
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Payments of offering costs for follow-on offering
|
|
—
|
|
|
—
|
|
|
(59
|
)
|
|||
Proceeds from notes payable, net of issuance costs
|
|
—
|
|
|
29,950
|
|
|
49,150
|
|
|||
Payments on notes payable
|
|
(10,000
|
)
|
|
(7,500
|
)
|
|
(41,273
|
)
|
|||
Proceeds from issuance of common stock, net of tax payments related to net share settlement of equity awards
|
|
(1,899
|
)
|
|
4,166
|
|
|
11,454
|
|
|||
Excess income tax benefit from stock-based compensation and other
|
|
160
|
|
|
1,374
|
|
|
12,192
|
|
|||
Payments for repurchase of common stock
|
|
(36,209
|
)
|
|
(52,873
|
)
|
|
(7
|
)
|
|||
Payments of principal on capital lease arrangements
|
|
(67
|
)
|
|
(7
|
)
|
|
(13
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
(48,015
|
)
|
|
(24,890
|
)
|
|
31,444
|
|
|||
Effect of foreign currency exchange rate on cash
|
|
(850
|
)
|
|
(1,095
|
)
|
|
(1,189
|
)
|
|||
Change in cash and cash equivalents
|
|
(42,911
|
)
|
|
15,287
|
|
|
78,601
|
|
|||
Cash and cash equivalents, beginning of year
|
|
259,769
|
|
|
244,482
|
|
|
165,881
|
|
|||
Cash and cash equivalents, end of year
|
|
$
|
216,858
|
|
|
$
|
259,769
|
|
|
$
|
244,482
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
||||||
Interest payments
|
|
$
|
2,428
|
|
|
$
|
1,643
|
|
|
$
|
2,246
|
|
Income tax payments, net of refunds
|
|
$
|
5,873
|
|
|
$
|
12,304
|
|
|
$
|
10,169
|
|
|
|
Beginning
Balance
|
|
Additions
Charged to
Expense
|
|
Write-offs
|
|
Ending
Balance
|
||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
|
||||||
Year ended December 31, 2014
|
|
$
|
867
|
|
|
3,319
|
|
|
(1,830
|
)
|
|
$
|
2,356
|
|
Year ended December 31, 2015
|
|
2,356
|
|
|
783
|
|
|
(234
|
)
|
|
2,905
|
|
||
Year ended December 31, 2016
|
|
2,905
|
|
|
1,344
|
|
|
(660
|
)
|
|
3,589
|
|
|
|
Beginning
Balance
|
|
Provision
for Returns
|
|
Returns
|
|
Ending
Balance
|
||||||||
Revenue returns reserve:
|
|
|
|
|
|
|
|
|
||||||||
Year ended December 31, 2014
|
|
$
|
3,822
|
|
|
$
|
14,566
|
|
|
$
|
(15,168
|
)
|
|
$
|
3,220
|
|
Year ended December 31, 2015
|
|
3,220
|
|
|
14,144
|
|
|
(14,155
|
)
|
|
3,209
|
|
||||
Year ended December 31, 2016
|
|
3,209
|
|
|
12,542
|
|
|
(12,560
|
)
|
|
3,191
|
|
Cash acquired
|
$
|
500
|
|
Inventory acquired
|
675
|
|
|
Other tangible assets acquired
|
48
|
|
|
Identifiable intangible assets:
|
|
||
Customer relationships
|
48
|
|
|
Marketing-related
|
1,064
|
|
|
Contract-based
|
1,978
|
|
|
Technology-based
|
1,077
|
|
|
Goodwill
|
16,838
|
|
|
Total assets acquired
|
22,228
|
|
|
Total liabilities assumed
|
(999
|
)
|
|
Total
|
$
|
21,229
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
(unaudited)
|
||||||
Pro forma net revenues
|
|
$
|
293,731
|
|
|
$
|
293,838
|
|
Pro forma net income
|
|
7,225
|
|
|
3,501
|
|
|
|
Core
|
|
Gift Card
|
|
Total
|
||||||
Balance at December 31, 2014
|
|
$
|
176,927
|
|
|
$
|
—
|
|
|
$
|
176,927
|
|
Acquired in business combinations
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign currency translation adjustment
|
|
(2,202
|
)
|
|
—
|
|
|
(2,202
|
)
|
|||
Balance at December 31, 2015
|
|
174,725
|
|
|
—
|
|
|
174,725
|
|
|||
Acquired in business combinations
|
|
—
|
|
|
16,838
|
|
|
16,838
|
|
|||
Foreign currency translation adjustment
|
|
(681
|
)
|
|
—
|
|
|
(681
|
)
|
|||
Balance at December 31, 2016
|
|
$
|
174,044
|
|
|
$
|
16,838
|
|
|
$
|
190,882
|
|
|
|
Weighted-
Average
Amortization
Period
(Months)
|
|
Estimated
Useful Life
(Months)
|
|
Balance at December 31, 2016
|
||||||||||||||
|
|
Gross
|
|
Accumulated
Amortization
|
|
Impairment Expense
|
|
Net
|
||||||||||||
Customer relationships
|
|
180
|
|
72-180
|
|
$
|
15,821
|
|
|
$
|
(6,496
|
)
|
|
$
|
(153
|
)
|
|
$
|
9,172
|
|
Marketing-related
|
|
152
|
|
24-180
|
|
79,336
|
|
|
(35,270
|
)
|
|
(633
|
)
|
|
43,433
|
|
||||
Contract-based
|
|
57
|
|
12-60
|
|
21,688
|
|
|
(19,513
|
)
|
|
—
|
|
|
2,175
|
|
||||
Technology-based
|
|
12
|
|
12
|
|
8,666
|
|
|
(8,400
|
)
|
|
—
|
|
|
266
|
|
||||
Total intangible assets
|
|
|
|
|
|
$
|
125,511
|
|
|
$
|
(69,679
|
)
|
|
$
|
(786
|
)
|
|
$
|
55,046
|
|
|
|
Weighted-
Average
Amortization
Period
(Months)
|
|
Estimated
Useful Life
(Months)
|
|
Balance at December 31, 2015
|
||||||||||||||
|
|
Gross
|
|
Accumulated
Amortization
|
|
Impairment Expense
|
|
Net
|
||||||||||||
Customer relationships
|
|
180
|
|
180
|
|
$
|
16,082
|
|
|
$
|
(5,496
|
)
|
|
$
|
(243
|
)
|
|
$
|
10,343
|
|
Marketing-related
|
|
154
|
|
48-180
|
|
80,745
|
|
|
(28,755
|
)
|
|
(2,068
|
)
|
|
49,922
|
|
||||
Contract-based
|
|
58
|
|
12-60
|
|
19,755
|
|
|
(18,746
|
)
|
|
(29
|
)
|
|
980
|
|
||||
Technology-based
|
|
12
|
|
12
|
|
7,643
|
|
|
(7,643
|
)
|
|
—
|
|
|
—
|
|
||||
Total intangible assets
|
|
|
|
|
|
$
|
124,225
|
|
|
$
|
(60,640
|
)
|
|
$
|
(2,340
|
)
|
|
$
|
61,245
|
|
|
|
Estimated Useful
Life (Years)
|
|
December 31,
|
||||||
|
|
|
2016
|
|
2015
|
|||||
Computer hardware
|
|
3
|
|
$
|
3,516
|
|
|
$
|
3,078
|
|
Purchased software
|
|
3
|
|
2,979
|
|
|
2,923
|
|
||
Office equipment
|
|
3
|
|
955
|
|
|
620
|
|
||
Internally developed software and website development costs
|
|
2-3
|
|
17,032
|
|
|
9,471
|
|
||
Office furniture and fixtures
|
|
5
|
|
5,376
|
|
|
5,149
|
|
||
Leasehold improvements
|
|
10
|
|
15,464
|
|
|
12,873
|
|
||
Gross property and equipment
|
|
|
|
45,322
|
|
|
34,114
|
|
||
Less: Accumulated amortization and depreciation
|
|
|
|
(20,522
|
)
|
|
(12,732
|
)
|
||
Net property and equipment
|
|
|
|
$
|
24,800
|
|
|
$
|
21,382
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Marketing and professional services
|
|
$
|
1,634
|
|
|
$
|
3,576
|
|
Taxes other than income taxes
|
|
1,130
|
|
|
1,576
|
|
||
Interest payable
|
|
413
|
|
|
416
|
|
||
Other
|
|
1,927
|
|
|
1,587
|
|
||
|
|
$
|
5,104
|
|
|
$
|
7,155
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Senior secured note due 2019—average interest rate of 2.9% and 2.1% for the years ended December 31, 2016 and 2015, respectively.
|
|
$
|
32,500
|
|
|
$
|
42,500
|
|
Senior revolving credit facility due 2019—average interest rate of 2.4% and 1.6% for the years ended December 31, 2016 and 2015, respectively.
|
|
30,000
|
|
|
30,000
|
|
||
Less unamortized debt issuance costs
|
|
(1,394
|
)
|
|
(1,628
|
)
|
||
|
|
61,106
|
|
|
70,872
|
|
||
Less current maturities
|
|
(10,000
|
)
|
|
(10,000
|
)
|
||
Total long-term debt
|
|
$
|
51,106
|
|
|
$
|
60,872
|
|
Basis for Pricing
|
|
Level I
|
|
Level II
|
|
Level III
|
|
Level IV
|
Consolidated Senior Secured Debt/EBITDA
|
|
<1.00:1.00
|
|
>1.00:1.00
<1.50:1.00 |
|
>1.50:1.00
<2.00:1.00 |
|
>2.00:1.00
|
Revolving Credit Eurodollar Margin (LIBOR)
|
|
125 basis points
|
|
175 basis points
|
|
225 basis points
|
|
275 basis points
|
Revolving Credit Base Rate Margin
|
|
25 basis points
|
|
75 basis points
|
|
125 basis points
|
|
175 basis points
|
Letter of Credit Fees (exclusive of facing fees)
|
|
125 basis points
|
|
175 basis points
|
|
225 basis points
|
|
275 basis points
|
Term Loan Eurodollar Margin (LIBOR)
|
|
175 basis points
|
|
225 basis points
|
|
275 basis points
|
|
325 basis points
|
Term Loan Base Rate Margin
|
|
75 basis points
|
|
125 basis points
|
|
175 basis points
|
|
225 basis points
|
Year Ended December 31,
|
|
|
||
2017
|
|
$
|
10,000
|
|
2018
|
|
10,000
|
|
|
2019
|
|
42,500
|
|
|
|
|
$
|
62,500
|
|
Year Ended December 31,
|
|
|
||
2017
|
|
$
|
2,593
|
|
2018
|
|
560
|
|
|
2019
|
|
114
|
|
|
2020
|
|
39
|
|
|
|
|
$
|
3,306
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Expected volatility
|
|
50.29
|
%
|
|
50.62
|
%
|
|
56.39
|
%
|
Expected term (in years)
|
|
6
|
|
|
6
|
|
|
6
|
|
Risk-free rate of return
|
|
1.56
|
%
|
|
1.76
|
%
|
|
1.94
|
%
|
Expected dividend yield
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Year Ended December 31, 2016
|
|
Expected volatility
|
|
55.83
|
%
|
Expected term (in years)
|
|
6
|
|
Risk-free rate of return
|
|
1.74
|
%
|
Expected dividend yield
|
|
—
|
|
Stock Options
|
|
Number of
Options
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
(Years)
|
|
Aggregate
Intrinsic
Value (in
thousands)
|
|
Weighted-
Average
Fair Value
(per share)
|
|||||||
Outstanding at December 31, 2013
|
|
5,694,823
|
|
|
$
|
12.45
|
|
|
8.4
|
|
$
|
94,474
|
|
|
$
|
8.03
|
|
Granted
|
|
863,600
|
|
|
32.46
|
|
|
|
|
|
|
17.50
|
|
||||
Exercised
|
|
(1,453,809
|
)
|
|
8.00
|
|
|
|
|
|
|
5.31
|
|
||||
Forfeited
|
|
(432,285
|
)
|
|
19.36
|
|
|
|
|
|
|
11.53
|
|
||||
Outstanding at December 31, 2014
|
|
4,672,329
|
|
|
$
|
16.90
|
|
|
7.9
|
|
$
|
15,799
|
|
|
$
|
10.30
|
|
Granted
|
|
1,300,387
|
|
|
15.12
|
|
|
|
|
|
|
7.45
|
|
||||
Exercised
|
|
(687,880
|
)
|
|
8.53
|
|
|
|
|
|
|
6.31
|
|
||||
Forfeited
|
|
(1,281,820
|
)
|
|
21.99
|
|
|
|
|
|
|
12.64
|
|
||||
Outstanding at December 31, 2015
|
|
4,003,016
|
|
|
$
|
16.13
|
|
|
7.4
|
|
$
|
5,625
|
|
|
$
|
9.32
|
|
Granted
|
|
411,752
|
|
|
8.36
|
|
|
|
|
|
|
4.02
|
|
||||
Exercised
|
|
(49,097
|
)
|
|
5.62
|
|
|
|
|
|
|
3.79
|
|
||||
Forfeited
|
|
(465,794
|
)
|
|
19.83
|
|
|
|
|
|
|
11.03
|
|
||||
Outstanding at December 31, 2016
|
|
3,899,877
|
|
|
$
|
15.01
|
|
|
6.5
|
|
$
|
5,228
|
|
|
$
|
8.62
|
|
Vested at December 31, 2016 and expected to vest
|
|
3,674,552
|
|
|
$
|
15.08
|
|
|
6.3
|
|
$
|
5,149
|
|
|
|
||
Exercisable at December 31, 2016
|
|
2,842,030
|
|
|
$
|
14.89
|
|
|
5.9
|
|
$
|
4,882
|
|
|
|
Performance Stock Options
|
|
Number of
Options
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average Remaining Contractual (Years) |
|
Aggregate
Intrinsic
Value (in
thousands)
|
|
Weighted-
Average
Fair Value
(per share)
|
||||||||
Outstanding at December 31, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Granted
|
|
146,100
|
|
|
6.73
|
|
|
|
|
|
|
4.96
|
|
|||||
Exercised
|
|
—
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|||||
Forfeited
|
|
(20,000
|
)
|
|
6.53
|
|
|
|
|
|
|
4.82
|
|
|||||
Outstanding at December 31, 2016
|
|
126,100
|
|
|
$
|
6.76
|
|
|
8.0
|
|
|
$
|
320
|
|
|
$
|
4.98
|
|
Vested at December 31, 2016 and expected to vest
|
|
90,643
|
|
|
$
|
6.76
|
|
|
8.0
|
|
|
$
|
230
|
|
|
|
||
Exercisable at December 31, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
|
Restricted Stock Units
|
|
Number of
Shares
|
|
Weighted-
Average
Remaining
Vesting Term
(Years)
|
|
Aggregate
Intrinsic
Value (in
thousands)
|
|
Weighted-
Average
Fair Value
(per share)
|
|||||
Outstanding at December 31, 2013
|
|
54,079
|
|
|
3.7
|
|
$
|
1,557
|
|
|
$
|
31.86
|
|
Granted
|
|
1,621,593
|
|
|
|
|
|
|
30.35
|
|
|||
Issued
|
|
(19,040
|
)
|
|
|
|
|
|
29.80
|
|
|||
Cancelled or Expired
|
|
(107,212
|
)
|
|
|
|
|
|
37.19
|
|
|||
Outstanding at December 31, 2014
|
|
1,549,420
|
|
|
1.8
|
|
$
|
22,653
|
|
|
$
|
29.94
|
|
Granted
|
|
2,901,042
|
|
|
|
|
|
|
14.87
|
|
|||
Issued
|
|
(388,048
|
)
|
|
|
|
|
|
30.25
|
|
|||
Cancelled or Expired
|
|
(940,027
|
)
|
|
|
|
|
|
21.55
|
|
|||
Outstanding at December 31, 2015
|
|
3,122,387
|
|
|
1.7
|
|
$
|
30,974
|
|
|
$
|
18.42
|
|
Granted
|
|
2,715,331
|
|
|
|
|
|
|
9.26
|
|
|||
Issued
|
|
(851,007
|
)
|
|
|
|
|
|
18.87
|
|
|||
Cancelled or Expired
|
|
(820,276
|
)
|
|
|
|
|
|
14.66
|
|
|||
Outstanding at December 31, 2016
|
|
4,166,435
|
|
|
1.6
|
|
$
|
38,748
|
|
|
$
|
13.08
|
|
Outstanding at December 31, 2016 and expected to vest
|
|
2,860,440
|
|
|
1.6
|
|
$
|
26,602
|
|
|
|
Performance Restricted Stock Units
|
|
Number of
Shares
|
|
Weighted-
Average Remaining Vesting Term (Years) |
|
Aggregate
Intrinsic
Value (in
thousands)
|
|
Weighted-
Average
Fair Value
(per share)
|
||||||
Outstanding at December 31, 2015
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Granted
|
|
660,000
|
|
|
|
|
|
|
6.56
|
|
||||
Issued
|
|
—
|
|
|
|
|
|
|
—
|
|
||||
Cancelled or Expired
|
|
(100,000
|
)
|
|
|
|
|
|
6.53
|
|
||||
Outstanding at December 31, 2016
|
|
560,000
|
|
|
1.3
|
|
|
$
|
5,208
|
|
|
$
|
6.56
|
|
Outstanding at December 31, 2016 and expected to vest
|
|
372,251
|
|
|
1.3
|
|
|
$
|
3,462
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Intrinsic value of stock options exercised
|
|
$
|
180
|
|
|
$
|
6,119
|
|
|
$
|
39,641
|
|
Intrinsic value of restricted stock units that vested
|
|
6,969
|
|
|
5,552
|
|
|
310
|
|
|||
Grant date fair value of stock options exercised
|
|
186
|
|
|
4,337
|
|
|
7,720
|
|
|||
Grant date fair value of restricted stock units that vested
|
|
16,058
|
|
|
11,739
|
|
|
567
|
|
2007 Stock Incentive Plan
|
|
1,909
|
|
2013 Stock Incentive Plan
|
|
10,503
|
|
GiftcardZen Equity Incentive Plan
|
|
711
|
|
2013 Employee Stock Purchase Plan
|
|
1,561
|
|
|
|
14,684
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Numerator
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
1,968
|
|
|
$
|
11,848
|
|
|
$
|
26,965
|
|
Denominator
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding - basic
|
|
48,724
|
|
|
53,076
|
|
|
53,792
|
|
|||
Dilutive effect of stock options, restricted stock units, and Employee Stock Purchase Plan shares
|
|
1,100
|
|
|
1,023
|
|
|
1,519
|
|
|||
Weighted average common shares outstanding - diluted
|
|
49,824
|
|
|
54,099
|
|
|
55,311
|
|
|||
Net income per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
0.04
|
|
|
$
|
0.22
|
|
|
$
|
0.50
|
|
Diluted
|
|
$
|
0.04
|
|
|
$
|
0.22
|
|
|
$
|
0.49
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Stock options
|
|
3,369
|
|
|
2,937
|
|
|
1,538
|
|
Restricted stock units
|
|
1,830
|
|
|
983
|
|
|
839
|
|
Employee Stock Purchase Plan shares
|
|
50
|
|
|
175
|
|
|
34
|
|
Total
|
|
5,249
|
|
|
4,095
|
|
|
2,411
|
|
|
|
Fair Value Measurements at December 31, 2016
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Money market deposit accounts
|
|
$
|
150,147
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
150,147
|
|
|
|
Fair Value Measurements at December 31, 2015
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Money market deposit accounts
|
|
$
|
160,566
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
160,566
|
|
Foreign exchange contract
|
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
19
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
1,202
|
|
|
$
|
4,666
|
|
|
$
|
16,291
|
|
State
|
|
629
|
|
|
888
|
|
|
1,312
|
|
|||
Foreign
|
|
3,179
|
|
|
4,302
|
|
|
5,989
|
|
|||
Total current
|
|
5,010
|
|
|
9,856
|
|
|
23,592
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
655
|
|
|
965
|
|
|
(3,090
|
)
|
|||
State
|
|
74
|
|
|
36
|
|
|
(384
|
)
|
|||
Foreign
|
|
(1,020
|
)
|
|
(1,850
|
)
|
|
(695
|
)
|
|||
Total deferred
|
|
(291
|
)
|
|
(849
|
)
|
|
(4,169
|
)
|
|||
Total provision for income taxes
|
|
$
|
4,719
|
|
|
$
|
9,007
|
|
|
$
|
19,423
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Tax at U.S. statutory rate
|
|
$
|
2,341
|
|
|
$
|
7,299
|
|
|
$
|
16,236
|
|
State tax provision, net of federal benefit
|
|
340
|
|
|
596
|
|
|
882
|
|
|||
Stock-based compensation
|
|
1,031
|
|
|
1,134
|
|
|
661
|
|
|||
Foreign tax rate differential
|
|
50
|
|
|
(775
|
)
|
|
(2,734
|
)
|
|||
Research and development credits
|
|
(1,618
|
)
|
|
(1,607
|
)
|
|
(2,026
|
)
|
|||
Tax effects of corporate restructuring
|
|
558
|
|
|
825
|
|
|
3,475
|
|
|||
Non-deductible expenses
|
|
2,281
|
|
|
1,044
|
|
|
1,640
|
|
|||
Net increase in valuation allowance
|
|
631
|
|
|
525
|
|
|
999
|
|
|||
Uncertain tax positions
|
|
(918
|
)
|
|
430
|
|
|
112
|
|
|||
Other
|
|
23
|
|
|
(464
|
)
|
|
178
|
|
|||
Income tax provision
|
|
$
|
4,719
|
|
|
$
|
9,007
|
|
|
$
|
19,423
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Reserves and allowances
|
|
$
|
2,900
|
|
|
$
|
2,485
|
|
Tax carryforwards
|
|
3,383
|
|
|
1,524
|
|
||
Accrued expenses
|
|
1,597
|
|
|
1,296
|
|
||
Stock-based compensation
|
|
10,938
|
|
|
9,044
|
|
||
Deferred rent
|
|
1,624
|
|
|
1,277
|
|
||
Other
|
|
695
|
|
|
494
|
|
||
Total deferred tax assets
|
|
21,137
|
|
|
16,120
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Property and equipment
|
|
(5,946
|
)
|
|
(4,954
|
)
|
||
Intangibles
|
|
(13,118
|
)
|
|
(9,475
|
)
|
||
Other
|
|
(262
|
)
|
|
(357
|
)
|
||
Total deferred tax liabilities
|
|
(19,326
|
)
|
|
(14,786
|
)
|
||
Valuation allowance
|
|
(2,155
|
)
|
|
(1,524
|
)
|
||
Net deferred tax liability
|
|
$
|
(344
|
)
|
|
$
|
(190
|
)
|
Balance at December 31, 2013
|
|
$
|
1,230
|
|
Increases for tax positions related to the current year
|
|
2,269
|
|
|
Increases for tax positions related to prior years
|
|
513
|
|
|
Decreases for tax positions related to prior years
|
|
(73
|
)
|
|
Lapses in statutes of limitations
|
|
(10
|
)
|
|
Balance at December 31, 2014
|
|
$
|
3,929
|
|
Increases for tax positions related to the current year
|
|
387
|
|
|
Increases for tax positions related to prior years
|
|
113
|
|
|
Decreases for tax positions related to prior years
|
|
(704
|
)
|
|
Lapses in statutes of limitations
|
|
(37
|
)
|
|
Balance at December 31, 2015
|
|
$
|
3,688
|
|
Increases for tax positions related to the current year
|
|
93
|
|
|
Increases for tax positions related to prior years
|
|
190
|
|
|
Decreases for tax positions related to prior years
|
|
(1,021
|
)
|
|
Settlements
|
|
(121
|
)
|
|
Lapses in statutes of limitations
|
|
(80
|
)
|
|
Balance at December 31, 2016
|
|
$
|
2,749
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net revenues:
|
|
|
|
|
|
|
||||||
U.S.
|
|
$
|
231,709
|
|
|
$
|
195,788
|
|
|
$
|
206,865
|
|
United Kingdom
|
|
33,206
|
|
|
36,358
|
|
|
36,752
|
|
|||
Other International
|
|
15,506
|
|
|
16,969
|
|
|
21,066
|
|
|||
Total net revenues
|
|
$
|
280,421
|
|
|
$
|
249,115
|
|
|
$
|
264,683
|
|
|
|
As of December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Identifiable tangible long-lived assets:
|
|
|
|
|
||||
U.S.
|
|
$
|
22,517
|
|
|
$
|
19,356
|
|
United Kingdom
|
|
479
|
|
|
617
|
|
||
Other International
|
|
1,804
|
|
|
1,409
|
|
||
Total identifiable tangible long-lived assets
|
|
$
|
24,800
|
|
|
$
|
21,382
|
|
|
|
Year Ended December 31, 2016
|
||||||||||||||
|
|
Core
|
|
Gift Card
|
|
Unallocated
|
|
Total
|
||||||||
Net revenues
|
|
$
|
236,874
|
|
|
$
|
43,547
|
|
|
$
|
—
|
|
|
$
|
280,421
|
|
Cost of net revenues
|
|
18,426
|
|
|
40,922
|
|
|
2,163
|
|
|
61,511
|
|
||||
Gross profit
|
|
218,448
|
|
|
2,625
|
|
|
(2,163
|
)
|
|
218,910
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Product development
|
|
38,123
|
|
|
944
|
|
|
13,216
|
|
|
52,283
|
|
||||
Sales and marketing
|
|
90,658
|
|
|
1,477
|
|
|
6,074
|
|
|
98,209
|
|
||||
General and administrative
|
|
26,563
|
|
|
2,033
|
|
|
14,135
|
|
|
42,731
|
|
||||
Amortization of purchased intangible assets
|
|
—
|
|
|
—
|
|
|
9,466
|
|
|
9,466
|
|
||||
Other operating expenses
|
|
—
|
|
|
—
|
|
|
7,547
|
|
|
7,547
|
|
||||
Total operating expenses
|
|
155,344
|
|
|
4,454
|
|
|
50,438
|
|
|
210,236
|
|
||||
Income from operations
|
|
$
|
63,104
|
|
|
$
|
(1,829
|
)
|
|
$
|
(52,601
|
)
|
|
$
|
8,674
|
|
|
|
Year Ended December 31, 2015
|
||||||||||||||
|
|
Core
|
|
Gift Card
|
|
Unallocated
|
|
Total
|
||||||||
Net revenues
|
|
$
|
249,115
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
249,115
|
|
Cost of net revenues
|
|
17,170
|
|
|
—
|
|
|
2,734
|
|
|
19,904
|
|
||||
Gross profit
|
|
231,945
|
|
|
—
|
|
|
(2,734
|
)
|
|
229,211
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Product development
|
|
39,409
|
|
|
—
|
|
|
12,171
|
|
|
51,580
|
|
||||
Sales and marketing
|
|
91,772
|
|
|
—
|
|
|
7,608
|
|
|
99,380
|
|
||||
General and administrative
|
|
28,874
|
|
|
—
|
|
|
10,939
|
|
|
39,813
|
|
||||
Amortization of purchased intangible assets
|
|
—
|
|
|
—
|
|
|
10,664
|
|
|
10,664
|
|
||||
Other operating expenses
|
|
—
|
|
|
—
|
|
|
4,616
|
|
|
4,616
|
|
||||
Total operating expenses
|
|
160,055
|
|
|
—
|
|
|
45,998
|
|
|
206,053
|
|
||||
Income from operations
|
|
$
|
71,890
|
|
|
$
|
—
|
|
|
$
|
(48,732
|
)
|
|
$
|
23,158
|
|
|
|
Year Ended December 31, 2014
|
||||||||||||||
|
|
Core
|
|
Gift Card
|
|
Unallocated
|
|
Total
|
||||||||
Net revenues
|
|
$
|
264,683
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
264,683
|
|
Cost of net revenues
|
|
16,313
|
|
|
—
|
|
|
2,304
|
|
|
18,617
|
|
||||
Gross profit
|
|
248,370
|
|
|
—
|
|
|
(2,304
|
)
|
|
246,066
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Product development
|
|
39,102
|
|
|
—
|
|
|
8,780
|
|
|
47,882
|
|
||||
Sales and marketing
|
|
83,490
|
|
|
—
|
|
|
6,572
|
|
|
90,062
|
|
||||
General and administrative
|
|
31,878
|
|
|
—
|
|
|
10,465
|
|
|
42,343
|
|
||||
Amortization of purchased intangible assets
|
|
—
|
|
|
—
|
|
|
12,243
|
|
|
12,243
|
|
||||
Other operating expenses
|
|
—
|
|
|
—
|
|
|
4,065
|
|
|
4,065
|
|
||||
Total operating expenses
|
|
154,470
|
|
|
—
|
|
|
42,125
|
|
|
196,595
|
|
||||
Income from operations
|
|
$
|
93,900
|
|
|
$
|
—
|
|
|
$
|
(44,429
|
)
|
|
$
|
49,471
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Depreciation expense
|
|
$
|
8,680
|
|
|
$
|
6,467
|
|
|
$
|
3,503
|
|
Stock-based compensation expense
|
|
26,181
|
|
|
26,894
|
|
|
24,518
|
|
|||
Third party acquisition-related costs
|
|
727
|
|
|
91
|
|
|
100
|
|
|||
Amortization of purchased intangible assets
|
|
9,466
|
|
|
10,664
|
|
|
12,243
|
|
|||
Other operating expenses
|
|
7,547
|
|
|
4,616
|
|
|
4,065
|
|
|||
Total Unallocated expenses
|
|
$
|
52,601
|
|
|
$
|
48,732
|
|
|
$
|
44,429
|
|
|
|
For the Three Months Ended:
|
||||||||||||||||||||||||||||||
|
|
March 31,
2015
|
|
June 30,
2015
|
|
September 30,
2015
|
|
December 31,
2015
|
|
March 31,
2016
|
|
June 30,
2016
|
|
September 30,
2016
|
|
December 31,
2016
|
||||||||||||||||
|
|
(in thousands, except per share amounts)
|
||||||||||||||||||||||||||||||
Net revenues
|
|
$
|
60,384
|
|
|
$
|
53,180
|
|
|
$
|
52,412
|
|
|
$
|
83,139
|
|
|
$
|
54,649
|
|
|
$
|
64,250
|
|
|
$
|
64,637
|
|
|
$
|
96,885
|
|
Gross profit
|
|
55,038
|
|
|
48,004
|
|
|
47,901
|
|
|
78,268
|
|
|
49,449
|
|
|
49,345
|
|
|
46,396
|
|
|
73,720
|
|
||||||||
Net income (loss)
|
|
4,059
|
|
|
(1,591
|
)
|
|
343
|
|
|
9,037
|
|
|
(36
|
)
|
|
(471
|
)
|
|
114
|
|
|
2,361
|
|
||||||||
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
|
$
|
0.08
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.01
|
|
|
$
|
0.17
|
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
|
$
|
0.05
|
|
Diluted
|
|
$
|
0.07
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.01
|
|
|
$
|
0.17
|
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
|
$
|
0.05
|
|
Weighted-average number of shares used in computing net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
|
54,029
|
|
|
53,482
|
|
|
53,037
|
|
|
51,782
|
|
|
49,188
|
|
|
48,828
|
|
|
48,683
|
|
|
48,202
|
|
||||||||
Diluted
|
|
55,035
|
|
|
53,482
|
|
|
53,744
|
|
|
52,406
|
|
|
49,188
|
|
|
48,828
|
|
|
49,867
|
|
|
49,331
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
Incorporated by Reference
|
||||||
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
||||
2.1
|
|
Asset Purchase Agreement for the purchase of RetailMeNot.com, dated November 24, 2010.
|
|
DRS
|
|
377-00145
|
|
2.1
|
|
April 5, 2013
|
2.2
|
|
Agreement Relating to the Sale and Purchase of the Entire Issued Share Capital of eConversions Limited, dated August 15, 2012.
|
|
DRS
|
|
377-00145
|
|
2.2
|
|
April 5, 2013
|
2.3
|
|
Agreement and Plan of Merger dated April 5, 2016 by and among the Registrant, Project Zen Acquisition Corp., GiftcardZen Inc, and Aaron Dragushan.
|
|
8-K
|
|
001-36005
|
|
2.1
|
|
April 7, 2016
|
3.1.1
|
|
Fifth Amended and Restated Certificate of Incorporation dated May 9, 2013.
|
|
DRS
|
|
377-00145
|
|
3.1.1
|
|
April 5, 2013
|
3.1.2
|
|
Certificate of Amendment to Fifth Amended and Restated Certificate of Incorporation, dated September 12, 2013.
|
|
DRS
|
|
377-00145
|
|
3.1.2
|
|
April 5, 2013
|
3.1.3
|
|
Second Certificate of Amendment to Fifth Amended and Restated Certificate of Incorporation, dated March 8, 2013.
|
|
DRS
|
|
377-00145
|
|
3.1.3
|
|
April 5, 2013
|
3.1.4
|
|
Third Certificate of Amendment to Fifth Amended and Restated Certificate of Incorporation, dated April 4, 2013.
|
|
DRS
|
|
377-00145
|
|
3.1.4
|
|
April 5, 2013
|
3.1.5
|
|
Fourth Certificate of Amendment to Fifth Amended and Restated Certificate of Incorporation, dated June 12, 2013.
|
|
S-1
|
|
333-189397
|
|
3.1.5
|
|
June 17, 2013
|
3.2
|
|
Form of Sixth Amended and Restated Certificate of Incorporation of the Registrant.
|
|
S-1/A
|
|
333-189397
|
|
3.2
|
|
July 8, 2013
|
3.3
|
|
Bylaws of the Registrant.
|
|
S-1/A
|
|
333-189397
|
|
3.4
|
|
July 8, 2013
|
4.1.1
|
|
Third Amended and Restated Investors’ Rights Agreement dated October 28, 2012.
|
|
DRS
|
|
377-00145
|
|
4.1.1
|
|
April 5, 2013
|
4.1.2
|
|
Amendment to Third Amended and Restated Investors’ Rights Agreement dated May 10, 2013.
|
|
DRS
|
|
377-00145
|
|
4.1.2
|
|
April 5, 2013
|
4.1.3
|
|
Second Amendment to Third Amended and Restated Investors’ Rights Agreement and Waiver of Registration Rights dated December 6, 2013.
|
|
S-1/A
|
|
333-192632
|
|
4.1.3
|
|
December 9, 2013
|
Exhibit
Number
|
|
Exhibit Description
|
|
Incorporated by Reference
|
||||||
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
||||
10.1
|
|
Form of Indemnification Agreement for directors and officers.
|
|
DRS/A
|
|
377-00145
|
|
10.1
|
|
May 13, 2013
|
10.2.1
†
|
|
2007 Stock Plan and forms of agreement thereunder.
|
|
DRS/A
|
|
377-00145
|
|
10.2.1
|
|
May 13, 2013
|
10.2.2
†
|
|
First Amendment to the 2007 Stock Plan.
|
|
DRS
|
|
377-00145
|
|
10.2.2
|
|
April 5, 2013
|
10.2.3
†
|
|
Second Amendment to the 2007 Stock Plan.
|
|
DRS
|
|
377-00145
|
|
10.2.3
|
|
April 5, 2013
|
10.2.4
†
|
|
Third Amendment to the 2007 Stock Plan.
|
|
DRS
|
|
377-00145
|
|
10.2.4
|
|
April 5, 2013
|
10.2.5
†
|
|
Fourth Amendment to the 2007 Stock Plan.
|
|
DRS
|
|
377-00145
|
|
10.2.5
|
|
April 5, 2013
|
10.2.6
†
|
|
Fifth Amendment to the 2007 Stock Plan.
|
|
DRS
|
|
377-00145
|
|
10.2.6
|
|
April 5, 2013
|
10.2.7
†
|
|
Sixth Amendment to the 2007 Stock Plan.
|
|
DRS
|
|
377-00145
|
|
10.2.7
|
|
April 5, 2013
|
10.3
†
|
|
Form of the Registrant’s 2013 Bonus Plan for Officers dated May 22, 2013.
|
|
DRS
|
|
377-00145
|
|
10.3
|
|
April 5, 2013
|
10.4.1
|
|
Term Loan Agreement by and among Comerica Bank, as administrative agent for the lenders named therein, and the Registrant
et al
, dated November 24, 2010.
|
|
DRS
|
|
377-00145
|
|
10.4.1
|
|
April 5, 2013
|
10.4.2
|
|
First Amendment to Term Loan Agreement.
|
|
DRS
|
|
377-00145
|
|
10.4.2
|
|
April 5, 2013
|
10.4.3
|
|
Second Amendment to Term Loan Agreement.
|
|
DRS
|
|
377-00145
|
|
10.4.3
|
|
April 5, 2013
|
10.4.4
|
|
Third Amendment to Term Loan Agreement.
|
|
DRS
|
|
377-00145
|
|
10.4.4
|
|
April 5, 2013
|
10.4.5
|
|
Fourth Amendment to Term Loan Agreement.
|
|
DRS
|
|
377-00145
|
|
10.4.5
|
|
April 5, 2013
|
10.4.6
|
|
Fifth Amendment to Term Loan Agreement.
|
|
DRS
|
|
377-00145
|
|
10.4.6
|
|
April 5, 2013
|
10.4.7
|
|
Sixth Amendment to Term Loan Agreement.
|
|
DRS
|
|
377-00145
|
|
10.4.7
|
|
April 5, 2013
|
10.4.8
|
|
Amended and Restated Revolving Credit and Term Loan Agreement by and among Comerica Bank, as administrative agent for the lenders named therein, and the Registrant
et al
, dated July 1, 2013.
|
|
S-1/A
|
|
333-189397
|
|
10.4.8
|
|
July 18, 2013
|
10.4.8.1
|
|
First Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated December 11, 2013.
|
|
S-1/A
|
|
333-192632
|
|
10.4.8.1
|
|
December 11, 2013
|
10.4.8.2
|
|
Second Amendment to Amended and Restated Revolving Credit and Term Loan Agreement, dated February 26, 2014.
|
|
8-K
|
|
001-36005
|
|
1.1
|
|
March 3, 2014
|
10.4.8.3
|
|
Second Amended and Restated Revolving Credit and Term Loan Agreement, dated December 23, 2014.
|
|
8-K
|
|
001-36005
|
|
1.1
|
|
December 29, 2014
|
10.4.8.4
|
|
First Amendment to Second Amended and Restated Revolving Credit and Term Loan Agreement dated May 26, 2016.
|
|
8-K
|
|
001-36005
|
|
1.1
|
|
May 27, 2016
|
Exhibit
Number
|
|
Exhibit Description
|
|
Incorporated by Reference
|
||||||
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
||||
10.4.9
|
|
Security Agreement by and among Comerica Bank, as administrative agent for the lenders named therein, the Registrant, Spectrawide Acquisition Co., LLC, CSB Acquisition Co., LLC, CLTD Acquisition Co., LLC, Smallponds, LLC, Deals.com, LLC, RNOT, LLC and WSM CV, LLC, dated July 1, 2013.
|
|
S-1/A
|
|
333-189397
|
|
10.4.9
|
|
July 18, 2013
|
10.5
|
|
Intellectual Property Security Agreement by and among the Registrant, Comerica Bank, Spectrawide Acquisition Co., LLC, Spectrawide Inc., CSB Acquisition Co., LLC, CLTD Acquisition Co., LLC, Smallponds, LLC, Deals.com, LLC and RMN Acquisition Co., LLC, dated November 24, 2010.
|
|
DRS
|
|
377-00145
|
|
10.5
|
|
April 5, 2013
|
10.5.1
|
|
Intellectual Property Security Agreement by and among Comerica Bank, as administrative agent for the lenders named therein, the Registrant, Spectrawide Acquisition Co., LLC, CSB Acquisition Co., LLC, CLTD Acquisition Co., LLC, Smallponds, LLC, Deals.com, LLC, RNOT, LLC and WSM CV, LLC, dated July 1, 2013.
|
|
S-1/A
|
|
333-189397
|
|
10.5.1
|
|
July 18, 2013
|
10.6.1
|
|
Lease Agreement by and between the Registrant and NOP 301 Congress LP, dated May 24, 2012.
|
|
DRS
|
|
377-00145
|
|
10.6.1
|
|
April 5, 2013
|
10.6.2
|
|
Amendment No. 1 to Lease Agreement by and between the Registrant and NOP 301 Congress LP, dated November 14, 2012.
|
|
DRS
|
|
377-00145
|
|
10.6.2
|
|
April 5, 2013
|
10.6.3
|
|
Amendment No. 2 to Lease Agreement by and between the Registrant and NOP 301 Congress LP, dated November 9, 2013.
|
|
DRS
|
|
377-00145
|
|
10.6.3
|
|
April 5, 2013
|
10.6.4
|
|
Amendment No. 3 to Lease Agreement by and between the Registrant and NOP 301 Congress LP, dated January 21, 2013.
|
|
S-1/A
|
|
333-189397
|
|
10.6.4
|
|
July 16, 2013
|
10.6.5
|
|
Amendment No. 4 to Lease Agreement by and between the Registrant and NOP 301 Congress LP, dated August 19, 2015
|
|
8-K
|
|
001-36005
|
|
10.1
|
|
August 25, 2015
|
10.7.1
|
|
Counterpart Lease Agreement by and among Northburgh House Limited, eConversions Limited and RetailMeNot UK Ltd., dated June 24, 2012.
|
|
DRS
|
|
377-00145
|
|
10.7.1
|
|
April 5, 2013
|
10.7.2
|
|
Termination of Lease Agreement by and among Northburgh House Limited, eConversions Limited and RetailMeNot UK Ltd., dated February 1, 2013, and effective as of August 10, 2013.
|
|
DRS
|
|
377-00145
|
|
10.7.2
|
|
April 5, 2013
|
10.8.1
|
|
Underlease, dated 1/10/07, amongst Billingford Investments Limited, Braiseworth Investments Limited and Carlton Communications Limited, dated January 10, 2007.
|
|
DRS
|
|
377-00145
|
|
10.8.1
|
|
April 5, 2013
|
10.8.2
|
|
Agreement for the Assignment of the Underlease, between Carlton Communications Limited and the Registrant, dated March 11, 2013.
|
|
DRS
|
|
377-00145
|
|
10.8.2
|
|
April 5, 2013
|
10.9.1
|
|
Lease Agreement by and between MIWIMMO, Société Civile Immobilière (a real estate company) and MIWIM, Société à Responsabilité Limitée (a limited liability company), dated September 23, 2009.
|
|
DRS
|
|
377-00145
|
|
10.9.1
|
|
April 5, 2013
|
10.9.2
|
|
Amendment to Lease by and between MIWIMMO, Société Civile Immobilière (a real estate company) and MIWIM, Société à Responsabilité Limitée (a limited liability company), dated December 31, 2010.
|
|
DRS
|
|
377-00145
|
|
10.9.2
|
|
April 5, 2013
|
Exhibit
Number
|
|
Exhibit Description
|
|
Incorporated by Reference
|
||||||
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
||||
10.10
†
|
|
Employment Agreement between the Registrant and G. Cotter Cunningham, dated effective as of March 1, 2013.
|
|
DRS
|
|
377-00145
|
|
10.10
|
|
April 5, 2013
|
10.10.1
†
|
|
Amendment to Employment Agreement between the Registrant and G. Cotter Cunningham, dated May 1, 2016.
|
|
8-K
|
|
001-36005
|
|
10.1
|
|
May 3, 2016
|
10.11
†
|
|
Employment Agreement between the Registrant and Kelli A. Beougher, dated effective as of March 1, 2013.
|
|
DRS
|
|
377-00145
|
|
10.11
|
|
April 5, 2013
|
10.12
†
|
|
Employment Agreement between the Registrant and Paul M. Rogers, dated effective as of March 1, 2013.
|
|
DRS
|
|
377-00145
|
|
10.13
|
|
April 5, 2013
|
10.13
†
|
|
Employment Agreement between the Registrant and Louis J. Agnese, III, dated effective as of March 1, 2013.
|
|
DRS
|
|
377-00145
|
|
10.14
|
|
April 5, 2013
|
10.13.1
†
|
|
Amendment to Employment Agreement between the Registrant and Louis J. Agnese, III dated effective as of October 15, 2013.
|
|
S-1
|
|
333-192632
|
|
10.14.1
|
|
December 2, 2013
|
10.13.2
†
|
|
Second Amendment to Employment Agreement between the Registrant and Louis J. Agnese, III dated effective as of February 13, 2013.
|
|
10-K
|
|
001-36005
|
|
10.14.2
|
|
February 18, 2014
|
10.14
†
|
|
Employment Agreement between the Registrant and Jagjit S. Bath, dated effective as of March 1, 2013.
|
|
DRS
|
|
377-00145
|
|
10.15
|
|
April 5, 2013
|
10.15
†
|
|
Employment Agreement between the Registrant and Jillian L. Balis, dated effective as of March 1, 2013.
|
|
DRS
|
|
377-00145
|
|
10.16
|
|
April 5, 2013
|
10.16
|
|
Commission Junction Publisher Service Agreement dated November 16, 2010, as assigned to RNOT, LLC pursuant to the Assignment and Assumption Amendment dated November 24, 2010.
|
|
DRS
|
|
377-00145
|
|
10.17
|
|
April 5, 2013
|
10.17
|
|
LinkShare Corporation Publisher Membership Agreement, as assigned to the Registrant and RNOT, LLC pursuant to the Consent to Assignment of Agreement dated November 24, 2010.
|
|
DRS
|
|
377-00145
|
|
10.18
|
|
April 5, 2013
|
10.18†
|
|
2013 Equity Incentive Plan.
|
|
S-1/A
|
|
333-189397
|
|
10.20
|
|
July 8, 2013
|
10.18.1†
|
|
Form of Global Performance-Based Stock Option Agreement under Registrant’s 2013 Equity Incentive Plan.
|
|
|
|
|
|
|
|
|
10.18.2†
|
|
Form of Global Performance-Based Restricted Stock Unit Award Agreement under Registrant’s 2013 Equity Incentive Plan.
|
|
|
|
|
|
|
|
|
10.19†
|
|
2013 Employee Stock Purchase Plan.
|
|
S-1/A
|
|
333-189397
|
|
10.21
|
|
July 8, 2013
|
Exhibit
Number
|
|
Exhibit Description
|
|
Incorporated by Reference
|
||||||
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
||||
10.20†
|
|
Board Offer Letter between the Registrant and Brian H. Sharples, dated as of July 11, 2012.
|
|
DRS/A
|
|
377-00145
|
|
10.22
|
|
May 13, 2013
|
10.21†
|
|
Board Offer Letter between the Registrant and Greg J. Santora, dated as of April 24, 2013.
|
|
DRS/A
|
|
377-00145
|
|
10.23
|
|
May 13, 2013
|
10.22†
|
|
Employment Agreement between the Registrant and Steven T. Pho, dated effective as of March 1, 2013.
|
|
S-1
|
|
333-192632
|
|
10.24
|
|
December 2, 2013
|
10.22.1†
|
|
Amendment to Employment Agreement between the Registrant and Steven T. Pho, dated effective as of October 15, 2013.
|
|
S-1
|
|
333-192632
|
|
10.24.1
|
|
December 2, 2013
|
10.22.2†
|
|
Second Amendment to Employment Agreement between Registrant and Steven T. Pho, dated effective as of February 13, 2013.
|
|
10-K
|
|
001-36005
|
|
10.23.2
|
|
February 18, 2014
|
10.23†
|
|
Employment Agreement between the Registrant and Jonathan B. Kaplan, dated effective as of August 7, 2015.
|
|
10-Q
|
|
001-36005
|
|
10.2
|
|
November 6, 2015
|
10.24†
|
|
Employment Agreement between the Registrant and J. Scott Di Valerio, dated effective as of December 29, 2015.
|
|
8-K
|
|
001-36005
|
|
10.1
|
|
January 4, 2016
|
10.25†
|
|
Board Offer Letter between the Registrant and Gokul Rajaram, dated as of September 13, 2013.
|
|
10-K
|
|
001-36005
|
|
10.24
|
|
February 18, 2014
|
10.26†
|
|
Board Offer Letter between the Registrant and Eric Korman, dated as of August 8, 2014.
|
|
10-K
|
|
001-36005
|
|
10.27
|
|
February 25, 2015
|
10.27†
|
|
RetailMeNot, Inc. 2013 Bonus Plan (Director Level & Up).
|
|
10-K
|
|
001-36005
|
|
10.25
|
|
February 18, 2014
|
10.28†
|
|
RetailMeNot, Inc. 2014 Bonus Plan.
|
|
8-K
|
|
001-36005
|
|
10.1
|
|
February 18, 2014
|
10.29†
|
|
RetailMeNot, Inc. 2015 Bonus Plan.
|
|
8-K
|
|
001-36005
|
|
10.1
|
|
February 10, 2015
|
10.30†
|
|
Employment Agreement between the Registrant and Marissa Tarleton, dated effective as of October 5, 2015
|
|
10-K
|
|
001-36005
|
|
10.30
|
|
February 19, 2016
|
10.31†
|
|
Employment Agreement between the Registrant and Michael Magaro, dated effective as of November 1, 2015
|
|
10-K
|
|
001-36005
|
|
10.31
|
|
February 19, 2016
|
10.32†
|
|
Board Offer Letter between the Registrant and Tamar Yehoshua, dated as of December 7, 2015
|
|
10-K
|
|
001-36005
|
|
10.32
|
|
February 19, 2016
|
10.33†
|
|
RetailMeNot, Inc. 2016 Bonus Plan.
|
|
8-K
|
|
001-36005
|
|
10.1
|
|
February 17, 2016
|
10.33.1†
|
|
RetailMeNot, Inc. Amended and Restated 2016 Bonus Plan.
|
|
8-K
|
|
001-36005
|
|
10.1
|
|
July 12, 2016
|
10.34†
|
|
RetailMeNot, Inc. 2017 Bonus Plan.
|
|
8-K
|
|
001-36005
|
|
10.1
|
|
February 14, 2017
|
14.1
|
|
Code of Business Conduct and Ethics.
|
|
10-K
|
|
001-36005
|
|
14.1
|
|
February 19, 2016
|
21.1
|
|
List of Subsidiaries of the Registrant.
|
|
|
|
|
|
|
|
|
23.1
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
|
|
|
|
|
|
|
|
|
24.1
|
|
Power of Attorney (see page 73 of this Annual Report on Form 10-K).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
Incorporated by Reference
|
||||||
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
||
31.1
|
|
Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
31.2
|
|
Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of The Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
32.1
|
|
Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350 as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
32.2
|
|
Certification of Principal Financial Officer Required under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. §1350 as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
101.INS
|
|
XBRL Instance Document.
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema.
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase.
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase.
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
|
|
|
|
|
|
|
|
†
|
Management contract, compensatory plan or arrangement.
|
1 Year RETAILMENOT, INC. Chart |
1 Month RETAILMENOT, INC. Chart |
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