Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Jun. 30, 2014 | Sep. 05, 2014 | Dec. 31, 2013 | |
Document And Entity Information [Abstract] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 30-Jun-14 | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Trading Symbol | 'QNST | ' | ' |
Entity Registrant Name | 'QUINSTREET, INC | ' | ' |
Entity Central Index Key | '0001117297 | ' | ' |
Current Fiscal Year End Date | '--06-30 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 44,378,603 | ' |
Entity Public Float | ' | ' | $301,515,627 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Current assets | ' | ' |
Cash and cash equivalents | $84,177 | $90,117 |
Marketable securities | 38,630 | 37,847 |
Accounts receivable, net | 41,979 | 38,391 |
Deferred tax assets | 223 | 6,753 |
Prepaid expenses and other assets | 11,647 | 4,623 |
Total current assets | 176,656 | 177,731 |
Property and equipment, net | 11,126 | 9,707 |
Goodwill | 55,451 | 150,456 |
Other intangible assets, net | 31,441 | 50,486 |
Deferred tax assets, noncurrent | 1,712 | 40,289 |
Other assets, noncurrent | 457 | 878 |
Total assets | 276,843 | 429,547 |
Current liabilities | ' | ' |
Accounts payable | 19,517 | 18,722 |
Accrued liabilities | 27,854 | 30,903 |
Deferred revenue | 1,175 | 1,638 |
Debt | 17,698 | 15,428 |
Total current liabilities | 66,244 | 66,691 |
Deferred revenue, noncurrent | ' | 239 |
Debt, noncurrent | 59,565 | 77,249 |
Other liabilities, noncurrent | 5,883 | 6,473 |
Total liabilities | 131,692 | 150,652 |
Commitments and contingencies (See Note 10) | ' | ' |
Stockholders' equity | ' | ' |
Common stock: $0.001 par value; 100,000,000 shares authorized; 44,025,908 and 42,886,884 shares issued and outstanding at June 30, 2014 and June 30, 2013, respectively | 44 | 43 |
Additional paid-in capital | 239,558 | 226,857 |
Accumulated other comprehensive loss | -1,054 | -1,012 |
(Accumulated deficit) retained earnings | -93,397 | 53,007 |
Total stockholders' equity | 145,151 | 278,895 |
Total liabilities and stockholders' equity | $276,843 | $429,547 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
Statement Of Financial Position [Abstract] | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 44,025,908 | 42,886,884 |
Common stock, shares outstanding | 44,025,908 | 42,886,884 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |||||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | |||
Income Statement [Abstract] | ' | ' | ' | |||
Net revenue | $282,549 | $305,101 | $370,468 | |||
Cost of revenue | 241,907 | [1] | 251,591 | [1] | 283,466 | [1] |
Gross profit | 40,642 | 53,510 | 87,002 | |||
Operating expenses: | ' | ' | ' | |||
Product development | 19,548 | [1] | 19,048 | [1] | 21,051 | [1] |
Sales and marketing | 16,385 | [1] | 14,705 | [1] | 14,074 | [1] |
General and administrative | 17,046 | [1] | 16,226 | [1] | 23,375 | [1] |
Impairment of goodwill | 95,641 | [1] | 92,350 | [1] | ' | |
Operating (loss) income | -107,978 | -88,819 | 28,502 | |||
Interest income | 115 | 115 | 134 | |||
Interest expense | -3,825 | -5,200 | -4,462 | |||
Other income (expense), net | 1,493 | -69 | -42 | |||
(Loss) income before income taxes | -110,195 | -93,973 | 24,132 | |||
(Provision for) benefit from taxes | -36,209 | 26,601 | -11,131 | |||
Net (loss) income | ($146,404) | ($67,372) | $13,001 | |||
Net (loss) income per share: | ' | ' | ' | |||
Basic | ($3.36) | ($1.57) | $0.28 | |||
Diluted | ($3.36) | ($1.57) | $0.28 | |||
Weighted average shares used in computing net (loss) income per share | ' | ' | ' | |||
Basic | 43,528 | 42,816 | 45,846 | |||
Diluted | 43,528 | 42,816 | 46,859 | |||
[1] | Cost of revenue and operating expenses include stock-based compensation expense as follows: Cost of revenue $ 2,767 $ 3,930 $ 4,293 Product development 2,429 2,765 2,570 Sales and marketing 2,937 3,264 3,096 General and administrative 2,296 2,057 3,037 |
Consolidated_Statements_of_Ope1
Consolidated Statements of Operations (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 |
Stock-based compensation | $10,429 | $12,016 | $12,996 |
Cost of revenue [Member] | ' | ' | ' |
Stock-based compensation | 2,767 | 3,930 | 4,293 |
Product development [Member] | ' | ' | ' |
Stock-based compensation | 2,429 | 2,765 | 2,570 |
Sales and marketing [Member] | ' | ' | ' |
Stock-based compensation | 2,937 | 3,264 | 3,096 |
General and administrative [Member] | ' | ' | ' |
Stock-based compensation | $2,296 | $2,057 | $3,037 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive (Loss) Income (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 |
Statement Of Income And Comprehensive Income [Abstract] | ' | ' | ' |
Net (loss) income | ($146,404) | ($67,372) | $13,001 |
Other comprehensive (loss) income | ' | ' | ' |
Unrealized loss on investments | -17 | -16 | -2 |
Foreign currency translation adjustment | -49 | -32 | -358 |
Interest rate swap | ' | ' | ' |
Change in unrealized gain (loss) | 24 | 483 | -1,138 |
Less: reclassification adjustment for gain included in net (loss) income | ' | -8 | 8 |
Net change | 24 | 475 | -1,130 |
Other comprehensive (loss) income | -42 | 427 | -1,490 |
Comprehensive (loss) income | ($146,446) | ($66,945) | $11,511 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Retained Earnings (Accumulated Deficit) [Member] |
In Thousands, except Share data, unless otherwise specified | ||||||
Beginning Balance at Jun. 30, 2011 | $355,389 | $50 | ($7,779) | $255,689 | $51 | $107,378 |
Beginning Balance, Shares at Jun. 30, 2011 | ' | 49,564,877 | -2,177,452 | ' | ' | ' |
Issuance of common stock upon exercise of stock options | 4,698 | 1 | ' | 4,697 | ' | ' |
Issuance of common stock upon exercise of stock options, Shares | ' | 525,995 | ' | ' | ' | ' |
Release of RSUs | ' | ' | ' | ' | ' | ' |
Release of RSUs, Shares | ' | 62,530 | ' | ' | ' | ' |
Stock-based compensation | 12,996 | ' | ' | 12,996 | ' | ' |
Withholding taxes on the net settlement of RSUs | -417 | ' | ' | -417 | ' | ' |
Excess tax benefits (losses) from stock-based compensation | -694 | ' | ' | -694 | ' | ' |
Repurchase of common stock | -45,126 | ' | -45,126 | ' | ' | ' |
Repurchase of common stock, Shares | 4,753,919 | ' | -4,753,919 | ' | ' | ' |
Retirement of treasury stock | -51,727 | -8 | 51,727 | -51,719 | ' | ' |
Retirement of treasury stock, Shares | ' | -6,802,571 | 6,802,571 | ' | ' | ' |
Comprehensive income (loss): | ' | ' | ' | ' | ' | ' |
Net income (loss) | 13,001 | ' | ' | ' | ' | 13,001 |
Unrealized gain (loss) on investments | -2 | ' | ' | ' | -2 | ' |
Currency translation adjustments | -358 | ' | ' | ' | -358 | ' |
Unrealized (loss) gain on interest rate swap | -1,130 | ' | ' | ' | -1,130 | ' |
Ending Balance at Jun. 30, 2012 | 338,357 | 43 | -1,178 | 220,552 | -1,439 | 120,379 |
Ending Balance, Shares at Jun. 30, 2012 | ' | 43,350,831 | -128,800 | ' | ' | ' |
Issuance of common stock upon exercise of stock options | 457 | ' | ' | 457 | ' | ' |
Issuance of common stock upon exercise of stock options, Shares | 120,508 | 120,508 | ' | ' | ' | ' |
Release of RSUs | ' | ' | ' | ' | ' | ' |
Release of RSUs, Shares | ' | 53,910 | ' | ' | ' | ' |
Stock-based compensation | 12,109 | ' | ' | 12,109 | ' | ' |
Withholding taxes on the net settlement of RSUs | -244 | ' | ' | -244 | ' | ' |
Excess tax benefits (losses) from stock-based compensation | 140 | ' | ' | 140 | ' | ' |
Repurchase of common stock | -4,979 | ' | -4,979 | ' | ' | ' |
Repurchase of common stock, Shares | ' | ' | -509,565 | ' | ' | ' |
Retirement of treasury stock | -6,157 | ' | 6,157 | -6,157 | ' | ' |
Retirement of treasury stock, Shares | 638,365 | -638,365 | 638,365 | ' | ' | ' |
Comprehensive income (loss): | ' | ' | ' | ' | ' | ' |
Net income (loss) | -67,372 | ' | ' | ' | ' | -67,372 |
Unrealized gain (loss) on investments | -16 | ' | ' | ' | -16 | ' |
Currency translation adjustments | -32 | ' | ' | ' | -32 | ' |
Unrealized (loss) gain on interest rate swap | 475 | ' | ' | ' | 475 | ' |
Ending Balance at Jun. 30, 2013 | 278,895 | 43 | ' | 226,857 | -1,012 | 53,007 |
Ending Balance, Shares at Jun. 30, 2013 | ' | 42,886,884 | ' | ' | ' | ' |
Issuance of common stock upon exercise of stock options | 3,653 | 1 | ' | 3,652 | ' | ' |
Issuance of common stock upon exercise of stock options, Shares | 731,936 | 731,936 | ' | ' | ' | ' |
Release of RSUs | ' | ' | ' | ' | ' | ' |
Release of RSUs, Shares | ' | 407,088 | ' | ' | ' | ' |
Stock-based compensation | 10,562 | ' | ' | 10,562 | ' | ' |
Withholding taxes on the net settlement of RSUs | -1,958 | ' | ' | -1,958 | ' | ' |
Excess tax benefits (losses) from stock-based compensation | 445 | ' | ' | 445 | ' | ' |
Repurchase of common stock, Shares | 0 | ' | ' | ' | ' | ' |
Retirement of treasury stock, Shares | 0 | ' | ' | ' | ' | ' |
Comprehensive income (loss): | ' | ' | ' | ' | ' | ' |
Net income (loss) | -146,404 | ' | ' | ' | ' | -146,404 |
Unrealized gain (loss) on investments | -17 | ' | ' | ' | -17 | ' |
Currency translation adjustments | -49 | ' | ' | ' | -49 | ' |
Unrealized (loss) gain on interest rate swap | 24 | ' | ' | ' | 24 | ' |
Ending Balance at Jun. 30, 2014 | $145,151 | $44 | ' | $239,558 | ($1,054) | ($93,397) |
Ending Balance, Shares at Jun. 30, 2014 | ' | 44,025,908 | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | ||
Cash Flows from Operating Activities | ' | ' | ' | ||
Net (loss) income | ($146,404) | ($67,372) | $13,001 | ||
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ' | ' | ' | ||
Depreciation and amortization | 26,097 | 32,325 | 31,150 | ||
Impairment of goodwill | 95,641 | [1] | 92,350 | [1] | ' |
Write-off of bank loan upfront fees | ' | 680 | ' | ||
Provision for sales returns and doubtful accounts receivable | -104 | -781 | 84 | ||
Stock-based compensation | 10,429 | 12,016 | 12,996 | ||
Excess tax benefits from stock-based compensation | -543 | -156 | -197 | ||
Other adjustments, net | -1,117 | 146 | 598 | ||
Changes in assets and liabilities, net of effects of acquisitions: | ' | ' | ' | ||
Accounts receivable | -3,484 | 15,309 | -1,983 | ||
Prepaid expenses and other assets | -6,331 | 3,344 | -2,617 | ||
Deferred taxes | 45,075 | -30,758 | 2,782 | ||
Accounts payable | 539 | -4,582 | -376 | ||
Accrued liabilities | -161 | -1,382 | -7,405 | ||
Deferred revenue | -702 | -725 | -242 | ||
Other liabilities, noncurrent | -558 | 251 | -1,416 | ||
Net cash provided by operating activities | 18,377 | 50,665 | 46,375 | ||
Cash Flows from Investing Activities | ' | ' | ' | ||
Capital expenditures | -5,455 | -1,341 | -2,268 | ||
Business acquisitions | -875 | ' | -60,075 | ||
Other intangibles | -2,816 | -2,515 | ' | ||
Internal software development costs | -2,494 | -2,511 | -2,379 | ||
Purchases of marketable securities | -50,770 | -51,030 | -46,864 | ||
Proceeds from sales and maturities of marketable securities | 49,768 | 49,911 | 45,002 | ||
Proceeds from sale of investment | 1,437 | ' | ' | ||
Other investing activities | 474 | 17 | 30 | ||
Net cash used in investing activities | -10,731 | -7,469 | -66,554 | ||
Cash Flows from Financing Activities | ' | ' | ' | ||
Proceeds from exercise of common stock options | 3,329 | 457 | 4,698 | ||
Proceeds from bank debt | ' | ' | 5,884 | ||
Principal payments on bank debt | -12,500 | -7,500 | -5,125 | ||
Payment of bank loan upfront fees | ' | -200 | -1,370 | ||
Principal payments on acquisition-related notes payable | -2,953 | -8,128 | -3,366 | ||
Excess tax benefits from stock-based compensation | 543 | 156 | 197 | ||
Withholding taxes related to restricted stock net share settlement | -1,958 | -244 | -417 | ||
Repurchases of common stock | ' | -6,157 | -43,948 | ||
Net cash used in financing activities | -13,539 | -21,616 | -43,447 | ||
Effect of exchange rate changes on cash and cash equivalents | -47 | 6 | -133 | ||
Net (decrease) increase in cash and cash equivalents | -5,940 | 21,586 | -63,759 | ||
Cash and cash equivalents at beginning of period | 90,117 | 68,531 | 132,290 | ||
Cash and cash equivalents at end of period | 84,177 | 90,117 | 68,531 | ||
Supplemental Disclosure of Cash Flow Information | ' | ' | ' | ||
Cash paid for interest | 3,762 | 4,333 | 3,786 | ||
Cash paid for taxes | 1,569 | 2,163 | 13,721 | ||
Supplemental Disclosure of Noncash Investing and Financing Activities | ' | ' | ' | ||
Notes payable issued in connection with business acquisitions | ' | ' | 5,096 | ||
Retirement of treasury stock | ' | 6,157 | 51,727 | ||
Short term payables | ' | 2,500 | ' | ||
Purchases of property and equipment | ' | $2,041 | ' | ||
[1] | Cost of revenue and operating expenses include stock-based compensation expense as follows: Cost of revenue $ 2,767 $ 3,930 $ 4,293 Product development 2,429 2,765 2,570 Sales and marketing 2,937 3,264 3,096 General and administrative 2,296 2,057 3,037 |
The_Company
The Company | 12 Months Ended |
Jun. 30, 2014 | |
Accounting Policies [Abstract] | ' |
The Company | ' |
1. The Company | |
QuinStreet, Inc. (the “Company”) is a leader in performance marketing online. The Company was incorporated in California on April 16, 1999 and reincorporated in Delaware on December 31, 2009. The Company provides vertically oriented customer acquisition programs for its clients. The corporate headquarters are located in Foster City, California, with additional offices in the United States, Brazil and India. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||
Jun. 30, 2014 | |||
Accounting Policies [Abstract] | ' | ||
Summary of Significant Accounting Policies | ' | ||
2. Summary of Significant Accounting Policies | |||
Principles of Consolidation | |||
The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. | |||
Use of Estimates | |||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ from those estimates. | |||
Revenue Recognition | |||
Direct Marketing Services (“DMS”) revenue, which constituted more than 99% in fiscal year 2014, 2013 and 2012, is derived from fees which are earned through the delivery of qualified leads, clicks, calls, customers and, to a lesser extent, display advertisements (“impressions”). The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is reasonably assured. Delivery is deemed to have occurred at the time a qualified lead, click, call, customer or impression is delivered to the client provided that no significant obligations remain. | |||
The Company allocates revenue in an arrangement using the estimated selling price (“ESP”) of deliverables if it does not have vendor-specific objective evidence (“VSOE”) of selling price based on historical stand-alone sales or third-party evidence (“TPE”) of selling price. Due to the unique nature of some of its multiple deliverable revenue arrangements, the Company may not be able to establish selling prices based on historical stand-alone sales or third-party evidence, therefore the Company may use its best estimate to establish selling prices for these arrangements under the new standard. The Company establishes best estimates within a range of selling prices considering multiple factors including, but not limited to, class of client, size of transaction, available media inventory, pricing strategies and market conditions. The Company believes the use of the best estimate of selling price allows revenue recognition in a manner consistent with the underlying economics of the transaction. | |||
From time to time, the Company may agree to credit a client for certain leads, clicks, calls, customers or impressions if they fail to meet the contractual or other guidelines of a particular client. The Company has established a sales reserve based on historical experience. To date, such credits have been within management’s expectations. | |||
For a portion of its revenue, the Company has agreements with providers of online media or traffic, publishers, used in the generation of leads, clicks, calls and customers. The Company receives a fee from its clients and pays a fee to publishers as a portion of revenue generated or on a cost per lead, cost per click or cost per thousand impressions basis. The Company is the primary obligor in the transaction. As a result, the fees paid by the Company’s clients are recognized as revenue and the fees paid to its publishers are included in cost of revenue. | |||
All other revenue, which constituted less than 1% in fiscal year 2014, 2013 and 2012, comprises (i) set-up and professional services fees and (ii) usage fees. Set-up and professional service fees that do not provide stand-alone value to a client are recognized over the contractual term of the agreement or the expected client relationship period, whichever is longer, effective when the application reaches the “go-live” date. The Company defines the “go-live” date as the date when the application enters into a production environment or all essential functionalities have been delivered. Usage fees are recognized on a monthly basis as earned. | |||
Deferred revenue is comprised of contractual billings in excess of recognized revenue and payments received in advance of revenue recognition. | |||
Concentrations of Credit Risk | |||
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents, marketable securities and accounts receivable. The Company’s investment portfolio consists of liquid high-quality fixed income US government or municipal securities, certificates of deposit with financial institutions and money market funds. Cash and certificates of deposit are deposited with financial institutions that management believes are creditworthy. To date, the Company has not experienced any losses on its investment portfolio. | |||
The Company’s accounts receivable are derived from clients located principally in the United States. The Company performs ongoing credit evaluation of its clients, does not require collateral, and maintains allowances for potential credit losses on client accounts when deemed necessary. No client accounted for 10% or more of net accounts receivable or net revenue for either fiscal year 2014 or 2013. | |||
Fair Value of Financial Instruments | |||
The Company’s financial instruments consist principally of cash equivalents, marketable securities, accounts receivable, accounts payable, acquisition-related promissory notes, an interest rate swap, short term payables, and a term loan. The fair value of the Company’s cash equivalents is determined based on quoted prices in active markets for identical assets for its money market funds; and quoted prices for similar instruments in active markets for its U.S municipal securities and certificates of deposit that mature within 90 days. The recorded values of the Company’s accounts receivable and accounts payable approximate their current fair values due to the relatively short-term nature of these accounts. The fair value of acquisition-related promissory notes and short term payables approximate their recorded amounts as the interest rates on similar financing arrangements available to the Company at June 30, 2014 approximate the interest rates implied when these acquisition-related promissory notes and short term payables were originally issued and recorded. The fair value of the interest rate swap is based upon fair value quotes from the issuing bank and the Company assesses the quotes for reasonableness by comparing them to the present values of expected cash flows. The present value approach is based on observable market interest rate curves that are commensurate with the terms of the interest rate swaps. The carrying value represents the fair value of the swaps, as adjusted for any non-performance risk associated with the Company at June 30, 2014. The Company believes that the fair value of the term loan approximates its recorded amount at June 30, 2014 as the interest rate on the term loan is variable and is based on market interest rates and after consideration of default and credit risk. | |||
Cash and Cash Equivalents | |||
All highly liquid investments with maturities of three months or less at the date of purchase are classified as cash equivalents. Cash equivalents consist primarily of money market funds, municipal securities and certificates of deposit with original maturities of three months or less. | |||
Property and Equipment | |||
Property and equipment are stated at cost less accumulated depreciation and amortization, and are depreciated on a straight-line basis over the estimated useful lives of the assets, as follows: | |||
Computer equipment | 3 years | ||
Software | 3 years | ||
Furniture and fixtures | 3 to 5 years | ||
Leasehold improvements | the shorter of the lease term or the estimated useful lives of the improvements | ||
Internal Software Development Costs | |||
The Company incurs costs to develop software for internal use. The Company expenses all costs that relate to the planning and post-implementation phases of development as product development expense. Costs incurred in the development phase are capitalized and amortized over the product’s estimated useful life if the product is expected to have a useful life beyond six months. Costs associated with repair or maintenance of existing sites or the developments of website content are included in cost of revenue in the accompanying statements of operations. The Company’s policy is to amortize capitalized internal software development costs on a product-by-product basis using the straight-line method over the estimated economic life of the application, which is generally two years. The Company capitalized $2.5 million, $2.5 million, and $1.9 million in fiscal years 2014, 2013 and 2012. Amortization of internal software development costs is reflected in cost of revenue. | |||
Goodwill | |||
The Company conducts a test for the impairment of goodwill at the reporting unit level on at least an annual basis and whenever there are events or changes in circumstances that would more likely than not reduce the estimated fair value of a reporting unit below its carrying value. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows and determining appropriate discount rates, growth rates, an appropriate control premium and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit which could trigger impairment. | |||
The Company has two reporting units for purposes of allocating and testing goodwill, DMS and DSS. The Company performed its annual goodwill impairment test on April 30, 2014. While the Company is permitted to conduct a qualitative assessment to determine whether it is necessary to perform a two-step quantitative goodwill impairment test, for its annual goodwill impairment test in the fourth quarter of fiscal 2014, the Company performed a quantitative test for both of its reporting units. | |||
In the first step of the annual impairment test, the Company compared the fair value of each reporting unit to its carrying value. The Company estimated the fair value of the DSS reporting unit using only the income approach as market comparables were not meaningful. The Company concluded that the carrying value of the DSS reporting unit exceeded its estimated fair value therefore it performed a Step 2 analysis, as required and recorded a goodwill impairment charge of $1.2 million for the entire goodwill of its DSS reporting unit. The Company estimated the fair value of our DMS reporting unit based on the Company’s market capitalization and determined that there were no instances of impairment in its DMS reporting unit. | |||
The Company’s public market capitalization sustained a decline after June 30, 2014 primarily due to the Company’s operating results in the fourth quarter of fiscal year 2014, to a value below the net book carrying value of the Company’s equity. As a result, the Company determined that this triggered the necessity to conduct an interim goodwill impairment test as of June 30, 2014. The Company first tested the long-lived assets related to the DMS reporting unit as of June 30, 2014 and, based on the undiscounted cash flows, determined that these assets were not impaired. | |||
A two-step process was then required to test goodwill impairment. The first step is to determine if there is an indication of impairment by comparing the estimated fair value to its carrying value including goodwill. Goodwill is considered impaired if the carrying value exceeds the estimated fair value. Upon indication of impairment, a second step is performed to determine the amount of the impairment by comparing the implied fair value of the reporting unit’s goodwill with its carrying value. | |||
The Company estimated the fair value of its DMS reporting unit using a weighting of fair values derived most significantly from the market approach which approximated the Company’s market capitalization and to a lesser extent the income approach. Under the market approach, the Company utilize publicly-traded comparable company information to determine revenue and earnings multiples that are used to value its reporting units adjusted for an estimated control premium. As the DMS reporting unit represents substantially the entire Company, the market approach has been reconciled to the Company’ market capitalization. Under the income approach, the Company estimate the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on management’s estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate used is based on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the reporting unit’s ability to execute on the projected cash flows. | |||
The second step of the goodwill impairment test required the Company to fair value all assets and liabilities of its DMS reporting unit to determine the implied fair value of goodwill. The Company compared the implied fair value of the reporting unit’s goodwill to its carrying value. This test resulted in a non-cash goodwill impairment charge in aggregate of $95.6 million for the year ended June 30, 2014. The inputs used to measure the estimated fair value of goodwill are classified as a Level 3 fair value measurement due to the significance of unobservable inputs in income approach using company specific information. | |||
The Company recorded a non-cash goodwill impairment charge in aggregate of $92.4 million for the year ended June 30, 2013. | |||
Long-Lived Assets | |||
The Company evaluates long-lived assets, such as property and equipment and purchased intangible assets with finite lives, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The Company applies judgment when assessing the fair value of the assets based on the undiscounted future cash flows the assets are expected to generate and recognizes an impairment loss if estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When the Company identifies an impairment, it reduces the carrying amount of the asset to its estimated fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values. The Company tested its long-lived assets related to the DMS reporting unit as of June 30, 2014 and, based on the undiscounted cash flows, determined that these assets were not impaired. | |||
Advertising Costs | |||
The Company expenses advertising costs the first time the advertising takes place. The Company’s advertising costs were $1.1 million in fiscal 2014. The Company did not incur any advertising costs for fiscal year 2013 and advertising costs were $0.2 million in fiscal year 2012. | |||
Income Taxes | |||
The Company accounts for income taxes using an asset and liability approach to record deferred taxes. The Company’s deferred income tax assets represent temporary differences between the financial statement carrying amount and the tax basis of existing assets and liabilities that will result in deductible amounts in future years. Based on estimates, the carrying value of the Company’s net deferred tax assets assumes that it is more likely than not that the Company will be able to generate sufficient future taxable income in the respective tax jurisdictions. The Company’s judgments regarding future profitability may change due to future market conditions, changes in U.S. or international tax laws and other factors. | |||
Foreign Currency Translation | |||
The Company’s foreign operations are subject to exchange rate fluctuations. The majority of the Company’s sales and expenses are denominated in U.S. dollars. The functional currency for the majority of the Company’s foreign subsidiaries is the U.S. dollar. For these subsidiaries, assets and liabilities denominated in foreign currency are remeasured into U.S. dollars at current exchange rates for monetary assets and liabilities and historical exchange rates for nonmonetary assets and liabilities. Net revenue, cost of revenue and expenses are generally remeasured at average exchange rates in effect during each period. Gains and losses from foreign currency remeasurement are included in other income (expense), net. Certain foreign subsidiaries designate the local currency as their functional currency. For those subsidiaries, the assets and liabilities are translated into U.S. dollars at exchange rates in effect at the balance sheet date. Income and expense items are translated at average exchange rates for the period. The foreign currency translation adjustments are included in accumulated other comprehensive loss as a separate component of stockholders’ equity. Foreign currency transaction gains and losses are recorded in other income (expense), net and were not material for any period presented. | |||
Comprehensive (Loss) Income | |||
Comprehensive (loss) income consists of two components, net (loss) income and other comprehensive loss. Other comprehensive loss refers to revenue, expenses, gains, and losses that under GAAP are recorded as an element of stockholders’ equity but are excluded from net (loss) income. The Company’s comprehensive (loss) income and accumulated other comprehensive loss consists of foreign currency translation adjustments from those subsidiaries not using the U.S. dollar as their functional currency, unrealized gains and losses on marketable securities categorized as available-for-sale and unrealized gains and losses on the interest rate swap. Total accumulated other comprehensive loss is displayed as a separate component of stockholders’ equity. | |||
Derivative Instrument | |||
During the third quarter of fiscal year 2012, the Company entered into an interest rate swap agreement to hedge the interest rate exposure relating to its borrowing under its term loan. The Company does not speculate using derivative instruments. The Company entered into this derivative instrument arrangement solely for the purpose of risk management. | |||
The current and noncurrent portion of the interest rate swap is recorded in accrued liabilities and other liabilities, noncurrent, respectively, on the consolidated balance sheets at fair value based upon quoted market prices. Changes in the fair value of this interest rate swap are recorded in other comprehensive (loss) income because the Company has designated the swap as a cash flow hedge. Gains or losses on the interest rate swap as reported in other comprehensive (loss) income are classified to interest expense in the period the hedged item affects earnings. If the term loan ceases to exist, any associated amounts reported in other comprehensive (loss) income are reclassified to earnings at that time. Any hedge ineffectiveness is recognized immediately in earnings in the current period. Refer to Note 9, Debt, for additional information regarding the Company’s credit facility and interest rate swap. | |||
Loss Contingencies | |||
The Company is subject to the possibility of various loss contingencies arising in the ordinary course of business. Management considers the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as its ability to reasonably estimate the amount of loss, in determining loss contingencies. An estimated loss contingency is accrued when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. The Company regularly evaluates current information available to its management to determine whether such accruals should be adjusted and whether new accruals are required. | |||
From time to time, the Company is involved in disputes, litigation and other legal actions. The Company records a charge equal to at least the minimum estimated liability for a loss contingency only when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements, and (ii) the range of loss can be reasonably estimated. The actual liability in any such matters may be materially different from the Company’s estimates, which could result in the need to adjust the liability and record additional expenses. | |||
Stock-Based Compensation | |||
The Company measures and records the expense related to stock-based transactions based on the fair values of stock-based payment awards, as determined on the date of grant. To estimate the fair value of stock options, the Company selected the Black-Scholes option pricing model. In applying the Black-Scholes option pricing model, the Company’s determination of the fair value of the stock option is affected by assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the Company’s expected stock price volatility over the term of the stock options and the employees’ actual and projected stock option exercise and pre-vesting employment termination behaviors. The fair value of restricted stock units is determined based on the closing price of the Company’s common stock on the date of grant. | |||
For awards with graded vesting the Company recognizes stock-based compensation expense over the requisite service period using the straight-line method, based on awards ultimately expected to vest. The Company estimates future forfeitures at the date of grant and revises the estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Refer to Note 11, Stock Benefit Plans, for additional information regarding stock-based compensation. | |||
401(k) Savings Plan | |||
The Company sponsors a 401(k) defined contribution plan covering all U.S. employees. There were no employer contributions under this plan for fiscal years 2014, 2013 or 2012. | |||
Recent Accounting Pronouncements | |||
In July 2012, the FASB issued an update to the accounting standard for intangibles. The revised standard update allows entities to use a qualitative approach to test indefinite-lived intangible assets for impairment. It permits an entity to first perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of an indefinite-lived intangible asset is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the currently prescribed quantitative impairment test by comparing the fair value of the indefinite-lived intangible asset with its carrying value. Otherwise, the quantitative impairment test is not required. The Company’s adoption of this accounting standard update during the fourth quarter of fiscal 2014 did not have a material effect on the Company’s consolidated financial statements. | |||
In February 2013, the FASB issued an update to the accounting standard for accumulated other comprehensive income (loss). The revised standard update requires entities to present information about significant items reclassified out of accumulated other comprehensive income (loss) by component either on the face of the statement where net (loss) income is presented or as a separate disclosure in the notes to the financial statements. The Company’s adoption of this revised standard update in the first quarter of fiscal year 2014 did not have a material impact on its financial position, results of operations or cash flows. | |||
In July 2013, the FASB issued a new accounting standard update on the financial presentation of unrecognized tax benefits. The new guidance provides that a liability related to an unrecognized tax benefit would be presented as reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. The new guidance becomes effective July 1, 2015 for the Company and it should be applied prospectively to unrecognized tax benefits that exist at the effective date, although retrospective application is permitted. The Company does not believe that the adoption will have a material effect on the Company’s consolidated financial statements. | |||
In May 2014, the FASB issued a new accounting standard update on revenue from contracts with clients. The new guidance provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance becomes effective July 1, 2017 for the Company. The Company is currently assessing the impact of this new guidance. | |||
In June 2014, the FASB issued a new accounting standard update on accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period, which amends ASC 718, “Compensation — Stock Compensation.” The amendment provides guidance on the treatment of shared-based payment awards with a specific performance target, requiring that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The new guidance becomes effective for fiscal years, and interim periods within those years, beginning after December 15, 2015 with early adoption permitted. The Company is currently evaluating the impact of this guidance. |
Net_Loss_Income_per_Share
Net (Loss) Income per Share | 12 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
Net (Loss) Income per Share | ' | ||||||||||||
3. Net (Loss) Income per Share | |||||||||||||
Basic net (loss) income per share is computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding during the period. Diluted net (loss) income per share is computed by using the weighted-average number of shares of common stock outstanding, including potential dilutive shares of common stock assuming the dilutive effect of outstanding stock options and restricted stock units using the treasury stock method. | |||||||||||||
The following table presents the calculation of basic and diluted net (loss) income per share: | |||||||||||||
Fiscal Year Ended | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(In thousands, except | |||||||||||||
per share data) | |||||||||||||
Numerator: | |||||||||||||
Basic and Diluted: | |||||||||||||
Net (loss) income | $ | (146,404 | ) | $ | (67,372 | ) | $ | 13,001 | |||||
Denominator: | |||||||||||||
Basic and Diluted: | |||||||||||||
Weighted average shares of common stock used in computing basic and diluted net (loss) income per share | 43,528 | 42,816 | 45,846 | ||||||||||
Diluted: | |||||||||||||
Weighted average shares of common stock used in computing basic net (loss) income per share | 43,528 | 42,816 | 45,846 | ||||||||||
Weighted average effect of dilutive securities: | |||||||||||||
Stock options | — | — | 1,004 | ||||||||||
Restricted stock units | — | — | 9 | ||||||||||
Weighted average shares of common stock used in computing diluted net (loss) income per share | 43,528 | 42,816 | 46,859 | ||||||||||
Net (loss) income per share: | |||||||||||||
Basic | $ | (3.36 | ) | $ | (1.57 | ) | $ | 0.28 | |||||
Diluted (1) | $ | (3.36 | ) | $ | (1.57 | ) | $ | 0.28 | |||||
Securities excluded from weighted average shares used in computing diluted net loss per share because the effect would have been anti-dilutive: (2) | 8,843 | 9,417 | 6,749 | ||||||||||
-1 | Diluted EPS does not reflect any potential common stock relating to stock options or restricted stock units due to net loss incurred for the years ended June 30, 2014 and 2013. The assumed issuance of any additional shares would be anti-dilutive. | ||||||||||||
-2 | These weighted shares relate to anti-dilutive stock options and restricted stock units as calculated using the treasury stock method and could be dilutive in the future. |
Fair_Value_Measurements_and_Ma
Fair Value Measurements and Marketable Securities | 12 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Text Block [Abstract] | ' | ||||||||||||||||
Fair Value Measurements and Marketable Securities | ' | ||||||||||||||||
4. Fair Value Measurements and Marketable Securities | |||||||||||||||||
Fair Value Measurements | |||||||||||||||||
Fair value is defined as the price that would be received on sale of an asset or paid to transfer a liability (“exit price”) in an orderly transaction between market participants at the measurement date. The FASB has established a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). | |||||||||||||||||
The three levels of the fair value hierarchy under the guidance for fair value measurement are described below: | |||||||||||||||||
Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Pricing inputs are based upon quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. The valuations are based on quoted prices of the underlying security that are readily and regularly available in an active market, and accordingly, a significant degree of judgment is not required. As of June 30, 2014 and 2013, the Company used Level 1 assumptions for its money market funds. | |||||||||||||||||
Level 2 — Pricing inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. As of June 30, 2014 and 2013, the Company used Level 2 assumptions for its U.S. municipal securities, certificates of deposit, acquisition-related promissory notes, term loan, and interest rate swap. | |||||||||||||||||
Level 3 — Pricing inputs are generally unobservable for the assets or liabilities and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require management’s judgment or estimation of assumptions that market participants would use in pricing the assets or liabilities. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. As of June 30, 2014 and 2013, the Company did not have any Level 3 financial assets or liabilities. | |||||||||||||||||
The Company’s financial assets and liabilities as of June 30, 2014 and 2013 were categorized as follows in the fair value hierarchy (in thousands): | |||||||||||||||||
Fair Value Measurements as of June 30, 2014 Using | |||||||||||||||||
Quoted Prices in | Significant Other | Total | |||||||||||||||
Active Markets | Observable | ||||||||||||||||
for Identical Assets | Inputs | ||||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Assets: | |||||||||||||||||
U.S. municipal securities | $ | — | $ | 12,816 | $ | 12,816 | |||||||||||
Certificates of deposit | — | 26,293 | 26,293 | ||||||||||||||
Money market funds | 38,641 | — | 38,641 | ||||||||||||||
$ | 38,641 | $ | 39,109 | $ | 77,750 | ||||||||||||
Liabilities: | |||||||||||||||||
Acquisition-related promissory notes (1) | $ | — | $ | 603 | $ | 603 | |||||||||||
Term loan (1) | — | 76,660 | 76,660 | ||||||||||||||
Interest rate swap | — | 630 | 630 | ||||||||||||||
$ | — | $ | 77,893 | $ | 77,893 | ||||||||||||
Fair Value Measurements as of June 30, 2013 Using | |||||||||||||||||
Quoted Prices in | Significant Other | Total | |||||||||||||||
Active Markets | Observable | ||||||||||||||||
for Identical Assets | Inputs | ||||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Assets: | |||||||||||||||||
U.S. municipal securities | $ | — | $ | 25,544 | $ | 25,544 | |||||||||||
Certificates of deposit | — | 16,923 | 16,923 | ||||||||||||||
Money market funds | 38,465 | — | 38,465 | ||||||||||||||
$ | 38,465 | $ | 42,467 | $ | 80,932 | ||||||||||||
Liabilities: | |||||||||||||||||
Acquisition-related promissory notes (1) | $ | — | $ | 3,875 | $ | 3,875 | |||||||||||
Term loan (1) | — | 88,802 | 88,802 | ||||||||||||||
Interest rate swap | — | 655 | 655 | ||||||||||||||
$ | — | $ | 93,332 | $ | 93,332 | ||||||||||||
-1 | These liabilities are carried at historical cost on the Company’s consolidated balance sheet. | ||||||||||||||||
Marketable Securities | |||||||||||||||||
All liquid investments with maturities of three months or less at the date of purchase are classified as cash equivalents. Investments with maturities greater than three months at the date of purchase are classified as marketable securities. The Company’s marketable securities have been classified and accounted for as available-for-sale. Management determines the appropriate classification of its investments at the time of purchase and reevaluates the available-for-sale designation as of each balance sheet date. Available-for-sale securities are carried at fair value, with unrealized gains and losses, net of tax, reported in accumulated comprehensive loss as a component of stockholders’ equity. These available-for-sale securities are presented as current assets as they are available for current operations. | |||||||||||||||||
The following table summarizes unrealized gains and losses related to available-for-sale securities held by the Company as of June 30, 2014 and 2013 (in thousands): | |||||||||||||||||
As of June 30 2014 | |||||||||||||||||
Gross | Gross | Gross | Estimated | ||||||||||||||
Amortized | Unrealized | Unrealized | Fair | ||||||||||||||
Cost | Gains | Losses | Value | ||||||||||||||
U.S. municipal securities | $ | 12,812 | $ | 4 | $ | — | $ | 12,816 | |||||||||
Certificates of deposit | 26,330 | — | 37 | 26,293 | |||||||||||||
Money market funds | 38,641 | — | — | 38,641 | |||||||||||||
$ | 77,783 | $ | 4 | $ | 37 | $ | 77,750 | ||||||||||
As of June 30, 2013 | |||||||||||||||||
Gross | Gross | Gross | Estimated | ||||||||||||||
Amortized | Unrealized | Unrealized | Fair | ||||||||||||||
Cost | Gains | Losses | Value | ||||||||||||||
U.S. municipal securities | $ | 25,538 | $ | 6 | $ | — | $ | 25,544 | |||||||||
Certificates of deposit | 16,945 | — | 22 | 16,923 | |||||||||||||
Money market funds | 38,465 | — | — | 38,465 | |||||||||||||
$ | 80,948 | $ | 6 | $ | 22 | $ | 80,932 | ||||||||||
Balance_Sheet_Components
Balance Sheet Components | 12 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' | ||||||||
Balance Sheet Components | ' | ||||||||
5. Balance Sheet Components | |||||||||
Accounts Receivable, Net | |||||||||
Accounts receivable, net are comprised of the following (in thousands): | |||||||||
June 30, | |||||||||
2014 | 2013 | ||||||||
Accounts receivable | $ | 43,901 | $ | 40,417 | |||||
Less: Allowance for doubtful accounts | (364 | ) | (264 | ) | |||||
Less: Allowance for sales returns | (1,558 | ) | (1,762 | ) | |||||
$ | 41,979 | $ | 38,391 | ||||||
Property and Equipment, Net | |||||||||
Property and equipment, net is comprised of the following (in thousands): | |||||||||
June 30, | |||||||||
2014 | 2013 | ||||||||
Computer equipment | $ | 15,111 | $ | 12,293 | |||||
Software | 10,508 | 9,145 | |||||||
Furniture and fixtures | 3,024 | 2,780 | |||||||
Leasehold improvements | 1,796 | 1,862 | |||||||
Internal software development costs | 23,603 | 21,108 | |||||||
54,042 | 47,188 | ||||||||
Less: Accumulated depreciation and amortization | (42,916 | ) | (37,481 | ) | |||||
$ | 11,126 | $ | 9,707 | ||||||
Depreciation expense was $3.9 million, $3.3 million and $3.3 million for fiscal years 2014, 2013 and 2012. Amortization expense related to internal software development costs was $2.6 million, $2.2 million and $1.9 million for fiscal years 2014, 2013 and 2012. | |||||||||
Accrued liabilities | |||||||||
Accrued liabilities are comprised of the following (in thousands): | |||||||||
June 30, | |||||||||
2014 | 2013 | ||||||||
Accrued media costs | $ | 14,407 | $ | 14,657 | |||||
Accrued compensation and related expenses and taxes payable | 7,103 | 8,179 | |||||||
Accrued professional service and other business expenses | 6,344 | 8,067 | |||||||
Total accrued liabilities | $ | 27,854 | $ | 30,903 | |||||
Acquisitions
Acquisitions | 12 Months Ended | ||||||
Jun. 30, 2014 | |||||||
Business Combinations [Abstract] | ' | ||||||
Acquisitions | ' | ||||||
6. Acquisitions | |||||||
Acquisitions in Fiscal Year 2014 | |||||||
In December 2013, the Company acquired the operations of an online publishing business in exchange for $0.9 million in cash paid upon closing of the acquisition. | |||||||
Acquisitions in Fiscal Year 2013 | |||||||
The Company did not complete any acquisitions during fiscal year 2013. | |||||||
Acquisitions in Fiscal Year 2012 | |||||||
Acquisition of Ziff Davis Enterprise | |||||||
On February 3, 2012, the Company acquired certain assets of Ziff Davis Enterprise from Enterprise Media Group, Inc., a New York-based online media and marketing company in the business-to-business technology market, for $17.3 million in cash, to broaden its registered user database and brand name in the business-to-business technology market. The results of the acquired assets of Ziff Davis Enterprise have been included in the consolidated financial statements since the acquisition date. | |||||||
Amount | |||||||
(in thousands) | |||||||
Cash | $ | 17,270 | |||||
The asset acquisition was accounted for as a purchase business combination. The Company allocated the purchase price to tangible assets acquired, liabilities assumed and identifiable intangible assets acquired based on their estimated fair values. The excess of the purchase price over the aggregate fair value was recorded as goodwill. The goodwill is deductible for tax purposes. The following table summarizes the preliminary allocation of the purchase price and the estimated useful lives of the identifiable intangible assets acquired as of the date of the acquisition (in thousands): | |||||||
Estimated | Estimated | ||||||
Fair Value | Useful Life | ||||||
Liabilities assumed | $ | (255 | ) | ||||
Customer/publisher/advertiser relationships | 4,120 | 5 years | |||||
Content | 500 | 2 years | |||||
Website/trade/domain names | 4,630 | 5 years | |||||
Registered user database | 6,320 | 3 years | |||||
Goodwill | 1,955 | Indefinite | |||||
$ | 17,270 | ||||||
Acquisition of NarrowCast Group, LLC (“IT Business Edge” or “ITBE”) | |||||||
On August 25, 2011, the Company acquired 100% of the outstanding equity interests of ITBE, in exchange for $24.0 million in cash, to broaden its registered user database and media access in the business-to-business technology market. The results of ITBE’s operations have been included in the consolidated financial statements since the acquisition date. | |||||||
Amount | |||||||
(in thousands) | |||||||
Cash | $ | 23,961 | |||||
The ITBE acquisition was accounted for as a purchase business combination. The Company allocated the purchase price to tangible assets acquired, liabilities assumed and identifiable intangible assets acquired based on their estimated fair values. The excess of the purchase price over the aggregate fair value was recorded as goodwill. The goodwill is deductible for tax purposes. The following table summarizes the preliminary allocation of the purchase price and the estimated useful lives of the identifiable intangible assets acquired as of the date of the acquisition (in thousands): | |||||||
Estimated | Estimated | ||||||
Fair Value | Useful Life | ||||||
Tangible assets acquired | $ | 3,597 | |||||
Liabilities assumed | (1,868 | ) | |||||
Customer/publisher/advertiser relationships | 3,230 | 5 years | |||||
Content | 420 | 2 years | |||||
Website/trade/domain names | 2,220 | 5 years | |||||
Registered user database | 4,220 | 3 years | |||||
Noncompete agreements | 100 | 3 years | |||||
Goodwill | 12,042 | Indefinite | |||||
$ | 23,961 | ||||||
Other Acquisitions in Fiscal Year 2012 | |||||||
During fiscal year 2012, in addition to the acquisition of certain assets of Ziff Davis Enterprise, and the acquisition of ITBE, the Company also acquired operations from eleven other online publishing businesses in exchange for an aggregate of $14.6 million in cash, $3.1 million in non-interest-bearing, promissory notes payable over a period of two years, secured by the assets acquired in respect to which the notes were issued and $2.1 million in non-interest-bearing, unsecured promissory notes payable over a period of one year. The Company also recorded $4.6 million in earn-out payments related to a prior period acquisition as an addition to goodwill. The aggregate purchase price recorded was as follows (in thousands): | |||||||
Amount | |||||||
Cash | $ | 14,620 | |||||
Fair value of debt (net of $99 of imputed interest) | 9,696 | ||||||
$ | 24,316 | ||||||
The acquisitions were accounted for as purchase business combinations. In each of the acquisitions, the Company allocated the purchase price to identifiable intangible assets acquired based on their estimated fair values. The excess of the purchase price over the aggregate fair value was recorded as goodwill. The goodwill is deductible for tax purposes. The following table summarizes the preliminary allocation of the purchase price and the estimated useful lives of the identifiable intangible assets acquired as of the date of the acquisition (in thousands): | |||||||
Estimated | Estimated | ||||||
Fair Value | Useful Life | ||||||
Customer/publisher/advertiser relationships | $ | 435 | 3-5 years | ||||
Content | 4,540 | 2-5 years | |||||
Website/trade/domain names | 1,250 | 4-8 years | |||||
Acquired technology and other | 561 | 4-5 years | |||||
Noncompete agreements | 87 | 1-3.5 years | |||||
Goodwill | 17,443 | Indefinite | |||||
$ | 24,316 | ||||||
Intangible_Assets_Net_and_Good
Intangible Assets, Net and Goodwill | 12 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Intangible Assets, Net and Goodwill | ' | ||||||||||||||||||||||||
7. Intangible Assets, Net and Goodwill | |||||||||||||||||||||||||
Intangible assets, net consisted of the following (in thousands): | |||||||||||||||||||||||||
June 30, 2014 | June 30, 2013 | ||||||||||||||||||||||||
Gross | Accumulated | Net | Gross | Accumulated | Net | ||||||||||||||||||||
Carrying | Amortization | Carrying | Carrying | Amortization | Carrying | ||||||||||||||||||||
Amount | Amount | Amount | Amount | ||||||||||||||||||||||
Customer/publisher/advertiser relationships | $ | 37,040 | $ | (31,185 | ) | $ | 5,855 | $ | 37,035 | $ | (28,321 | ) | $ | 8,714 | |||||||||||
Content | 62,196 | (50,348 | ) | 11,848 | 62,028 | (43,054 | ) | 18,974 | |||||||||||||||||
Website/trade/domain names | 31,652 | (21,482 | ) | 10,170 | 31,597 | (17,403 | ) | 14,194 | |||||||||||||||||
Acquired technology and others | 36,744 | (33,176 | ) | 3,568 | 36,425 | (27,821 | ) | 8,604 | |||||||||||||||||
$ | 167,632 | $ | (136,191 | ) | $ | 31,441 | $ | 167,085 | $ | (116,599 | ) | $ | 50,486 | ||||||||||||
Amortization of intangible assets was $19.6 million, $26.8 million and $26.0 million for fiscal years 2014, 2013 and 2012. | |||||||||||||||||||||||||
The Company licensed certain patents for $4.9 million during the second quarter of fiscal year 2013, and these patents and related short term payables are recorded in other intangible assets, net and accrued liabilities, respectively, on the condensed consolidated balance sheet. Based on the Company’s analysis, using a relief from royalty method, the Company determined that a portion of the license fee for these patents represents the cumulative cost relating to prior years. As such, the Company recorded $2.4 million as a charge to cost of revenue during the second quarter of fiscal year 2013. The remaining amount will be amortized over the remaining life of the patents. | |||||||||||||||||||||||||
Amortization expense for the Company’s acquisition-related intangible assets as of June 30, 2014 for each of the next five years and thereafter is as follows (in thousands): | |||||||||||||||||||||||||
Year Ending June 30, | Amortization | ||||||||||||||||||||||||
2015 | $ | 12,512 | |||||||||||||||||||||||
2016 | 8,947 | ||||||||||||||||||||||||
2017 | 6,114 | ||||||||||||||||||||||||
2018 | 2,203 | ||||||||||||||||||||||||
2019 | 767 | ||||||||||||||||||||||||
Thereafter | 898 | ||||||||||||||||||||||||
$ | 31,441 | ||||||||||||||||||||||||
The changes in the carrying amount of goodwill for fiscal years 2014 and 2013 were as follows (in thousands): | |||||||||||||||||||||||||
DMS | DSS | Total | |||||||||||||||||||||||
Balance at June 30, 2012 | $ | 241,818 | $ | 1,231 | $ | 243,049 | |||||||||||||||||||
Additions | — | — | — | ||||||||||||||||||||||
Other | (243 | ) | — | (243 | ) | ||||||||||||||||||||
Impairment | (92,350 | ) | — | (92,350 | ) | ||||||||||||||||||||
Balance at June 30, 2013 | $ | 149,225 | $ | 1,231 | $ | 150,456 | |||||||||||||||||||
Additions | 636 | — | 636 | ||||||||||||||||||||||
Other | — | — | — | ||||||||||||||||||||||
Impairment | (94,410 | ) | (1,231 | ) | (95,641 | ) | |||||||||||||||||||
Balance at June 30, 2014 | $ | 55,451 | $ | — | $ | 55,451 | |||||||||||||||||||
The additions to goodwill relate to the Company’s acquisitions as described in Note 6, Acquisitions, and primarily reflect the value of the synergies expected to be generated from combining the Company’s technology and know-how with the acquired businesses’ access to online visitors. Any change in goodwill amounts resulting from foreign currency translation are presented as “Other” in the above table. The impairment charge recorded during fiscal years 2014 and 2013 is described in Note 2, Summary of Significant Accounting Policies. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Income Taxes | ' | ||||||||||||
8. Income Taxes | |||||||||||||
The components of (loss) income before income taxes are as follows (in thousands): | |||||||||||||
Fiscal Year Ended June 30, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
US | $ | (109,257 | ) | $ | (89,087 | ) | $ | 23,957 | |||||
Foreign | (938 | ) | (4,886 | ) | 175 | ||||||||
$ | (110,195 | ) | $ | (93,973 | ) | $ | 24,132 | ||||||
The components of the provision for (benefit from) taxes are as follows (in thousands): | |||||||||||||
Fiscal Year Ended June 30, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Current | |||||||||||||
Federal | $ | (8,885 | ) | $ | 3,388 | $ | 10,417 | ||||||
State | (374 | ) | 577 | 413 | |||||||||
Foreign | 361 | 365 | 291 | ||||||||||
Total current provision for income taxes | (8,898 | ) | 4,330 | 11,121 | |||||||||
Deferred | |||||||||||||
Federal | $ | 42,842 | $ | (29,763 | ) | $ | (719 | ) | |||||
State | 2,265 | (1,249 | ) | 664 | |||||||||
Foreign | — | 81 | 65 | ||||||||||
Total deferred provision for (benefit from) income taxes | 45,107 | (30,931 | ) | 10 | |||||||||
Provision for (benefit from) income taxes | $ | 36,209 | $ | (26,601 | ) | $ | 11,131 | ||||||
The reconciliation between the statutory federal income tax and the Company’s effective tax rates as a percentage of income before income taxes is as follows: | |||||||||||||
Fiscal Year Ended | |||||||||||||
June 30, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Federal tax rate | 34 | % | 35 | % | 35 | % | |||||||
States taxes, net of federal benefit | 2.4 | % | 0.9 | % | 3.7 | % | |||||||
Foreign rate differential | (0.6 | )% | (1.1 | )% | — | ||||||||
Stock-based compensation expense | (3.6 | )% | (1.7 | )% | 8.2 | % | |||||||
Change in valuation allowance | (60.5 | )% | (1.0 | )% | — | ||||||||
Impairment of goodwill | (4.3 | )% | (4.6 | )% | — | ||||||||
Research and development credits | 0.3 | % | — | — | |||||||||
Other | (0.7 | )% | 0.8 | % | (0.8 | )% | |||||||
Effective income tax rate | (32.8 | )% | 28.3 | % | 46.1 | % | |||||||
The components of the current and long-term deferred tax assets, net are as follows (in thousands): | |||||||||||||
Fiscal Year Ended | |||||||||||||
June 30, | |||||||||||||
2014 | 2013 | ||||||||||||
Current: | |||||||||||||
Reserves and accruals | $ | 2,686 | $ | 2,883 | |||||||||
Stock options | 2,035 | 2,647 | |||||||||||
Deferred revenue | — | 95 | |||||||||||
Intangible assets | — | — | |||||||||||
Other | 91 | 1,128 | |||||||||||
Net operating loss | — | — | |||||||||||
Total current deferred tax assets | 4,812 | 6,753 | |||||||||||
Valuation allowance - ST | (4,589 | ) | — | ||||||||||
Current deferred tax assets, net | $ | 223 | $ | 6,753 | |||||||||
Noncurrent: | |||||||||||||
Reserves and accruals | $ | 1,309 | $ | 2,067 | |||||||||
Stock options | 6,106 | 7,942 | |||||||||||
Intangible assets | 57,083 | 32,669 | |||||||||||
Net operating loss | 255 | — | |||||||||||
Fixed assets | (1,193 | ) | (1,442 | ) | |||||||||
Foreign | — | — | |||||||||||
Tax Credits | 1,568 | — | |||||||||||
Other | 167 | — | |||||||||||
Total noncurrent deferred tax assets | 65,295 | 41,236 | |||||||||||
Valuation allowance - LT | (63,583 | ) | (947 | ) | |||||||||
Noncurrent deferred tax assets, net | $ | 1,712 | $ | 40,289 | |||||||||
Total deferred tax assets, net | $ | 1,935 | $ | 47,042 | |||||||||
The Company regularly assesses the need for a valuation allowance against its deferred tax assets. Significant judgment is required to determine whether a valuation allowance is necessary and the amount of such valuation allowance, if appropriate. The Company considers all available evidence, both positive and negative to determine, based on the weight of available evidence, whether it is more likely than not that some or all of the deferred tax assets will not be realized. In evaluating the need for a valuation allowance the Company considers, among other things, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, and the duration of statutory carryforward periods. The Company determined that the significant negative evidence associated with cumulative losses in recent periods and current results outweighed the positive evidence as of December 31, 2013 and accordingly, the near-term realization of certain of these assets was deemed unlikely. The Company recorded a one-time, non-cash charge to income tax expense of $40.2 million to establish a valuation allowance against a significant portion of its deferred tax assets in the second quarter of fiscal 2014. The Company will continue to assess the likelihood that the deferred tax assets will be realizable at each reporting period and the valuation allowance will be adjusted accordingly. | |||||||||||||
The change in the valuation allowance was $67.2 million primarily related to setting up the valuation allowance and including a valuation of the Company’s deferred tax assets in the United States. | |||||||||||||
As of June 30, 2014, the Company had no Federal operating loss carry-forwards. The state operating loss carryforward is approximately $5.2 million. Included in the California and other state NOL carryovers above $0.2 million and $0.2 million, respectively, relate to stock option windfall deductions which, when realized will be credited to equity. The operating loss carryforward in the India jurisdiction is approximately $2.7 million which will begin to expire on June 30, 2020. The Company has Federal and California research and development tax credit carry-forwards of approximately $0.3 million and $2.8 million, respectively, to offset future taxable income. The Federal research and development tax credits, if not used, will begin to expire on June 30, 2034, while the state tax credit carry-forwards do not have an expiration date and may be carried forward indefinitely. | |||||||||||||
United States federal income taxes have not been provided for the $2.1 million of cumulative undistributed earnings of the Company’s foreign subsidiaries as of June 30, 2014. The Company’s present intention is that such undistributed earnings be permanently reinvested offshore, with the exception of the undistributed earnings of its Canadian subsidiary. The Company would be subject to additional United States taxes if these earnings were repatriated. The amount of the unrecognized deferred income tax liability related to these earnings is not practical to estimate. | |||||||||||||
A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands): | |||||||||||||
Fiscal Year | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Balance at the beginning of the year | $ | 2,692 | $ | 2,436 | $ | 2,312 | |||||||
Gross increases - current period tax positions | 379 | 389 | 351 | ||||||||||
Gross increases - prior period tax positions | 323 | 132 | — | ||||||||||
Reductions as a result of lapsed statute of limitations | (317 | ) | (265 | ) | (227 | ) | |||||||
Balance at the end of the year | $ | 3,077 | $ | 2,692 | $ | 2,436 | |||||||
The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the Company’s (provision for) benefit from income taxes. As of June 30, 2014, the Company has accrued $1.0 million for interest and penalties related to the unrecognized tax benefits. The balance of unrecognized tax benefits and the related interest and penalties is recorded as a noncurrent liability on the Company’s consolidated balance sheet. | |||||||||||||
As of June 30, 2014, unrecognized tax benefits of $3.1 million, if recognized, would affect the Company’s effective tax rate. The Company does not anticipate that the amount of existing unrecognized tax benefits will significantly increase or decrease within the next 12 months. | |||||||||||||
The Company is no longer subject to U.S. federal, state and local, or non-U.S., income tax examinations by tax authorities for years before 2009. The Company files income tax returns in the United States, various U.S. states and certain foreign jurisdictions. As of June 30, 2014, the tax years 2011 through 2013 remain open in the U.S., the tax years 2009 through 2013 remain open in the various state jurisdictions, and the tax years 2011 through 2013 remain open in various foreign jurisdictions. |
Debt
Debt | 12 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Debt | ' | ||||||||
9. Debt | |||||||||
Credit Facility | |||||||||
In November 2011, the Company entered into the Second Amended and Restated Revolving Credit and Term Loan Agreement (“Second Loan Agreement”) with Comerica Bank (the “Bank”), the administrative agent and lead arranger. The Second Loan Agreement consists of a $100.0 million five-year term loan, with annual principal amortization of 5%, 10%, 15%, 20% and 50%, and a $200.0 million five-year revolving credit line. | |||||||||
On February 15, 2013, the Company entered into the First Amendment to Credit Agreement and Amendment to Guaranty (“First Amendment”) with the Bank to, among other things: (1) amend the definition of EBITDA, effective as of December 31, 2012, to exclude extraordinary or non-recurring non-cash expenses or losses including, without limitation, goodwill impairments, and any extraordinary or non-recurring cash expenses in an aggregate amount not to exceed $5.0 million for the life of the Second Loan Agreement; and (2) reduce the $200.0 million five-year revolving credit line portion of the facility to $100.0 million, effective as of February 15, 2013. On July 17, 2014, the Company entered into the Second Amendment to Credit Agreement (“Second Amendment”) with the Bank to, among other things, amend the financial covenants and reduce the revolving loan facility from $100.0 million to $50.0 million, each effective as of June 30, 2014. | |||||||||
Borrowings under the Second Loan Agreement are secured by substantially all of the Company’s assets. Interest is payable at a rate computed using either Base rate or Eurodollar rate plus an applicable margin, at the Company’s option. Base rate is defined as the applicable margin plus the greatest of (a) the Prime Rate for such day, (b) the Federal Funds Effective Rate in effect on such day, plus 1% and (c) the Daily Adjusting LIBOR Rate plus 1%. Base rate borrowings bear interest at a Base rate plus an applicable margin which varies from (1) 0.625% to 1.375% for revolving loans and (2) 1.00% to 1.75% for term loans, depending on the Company’s funded debt to EBITDA ratio. Eurodollar rate borrowings bear interest at the Eurodollar rate plus an applicable margin which varies from (1) 1.625% to 2.375% for revolving loans and (2) 2.00% to 2.75% for term loans, depending on the Company’s funded debt to EBITDA ratio. Pursuant to the Second Amendment, for the period beginning on the effective date of the Second Amendment until the delivery of financial statements for the fiscal quarter ending December 31, 2015, (1) the applicable margin for Base rate borrowings is set at (a) 1.375% for revolving loans or (b) 1.75% for term loans, and (2) the applicable margin for Eurodollar rate borrowings is set at (a) 2.375% for revolving loans or (b) 2.75% for term loans. Thereafter, the applicable margin varies depending on our funded debt to EBITDA ratio, as described above. | |||||||||
EBITDA is defined as net (loss) income less (provision for) benefit from taxes, depreciation expense, amortization expense, stock-based compensation expense, interest and other income (expense), acquisition costs for business combinations, extraordinary or non-recurring non-cash expenses or losses including, without limitation, goodwill impairments, and any extraordinary or non-recurring cash expenses in an aggregate amount not to exceed $5.0 million for the life of this Second Loan Agreement. The revolving loan facility requires an annual facility fee of 0.375% of the revolving credit line capacity. | |||||||||
The Second Loan Agreement expires in November 2016. The Second Loan Agreement, as amended, restricts the Company’s ability to raise additional debt financing and pay dividends, and also requires the Company to comply with other nonfinancial covenants. In addition, the Company is required to maintain financial covenants as follows: | |||||||||
1. A minimum fixed charge coverage ratio as of the end of each fiscal quarter of not less than: | |||||||||
(a) 1.00:1:00 for the period between September 30, 2015 and June 30, 2016; and | |||||||||
(b) 1.15:1:00 for the period beginning July 1, 2016 and thereafter. | |||||||||
The fixed charge coverage ratio is not tested until the fiscal quarter ending September 30, 2015. | |||||||||
2. Minimum EBITDA as of the end of each fiscal quarter of not less than: | |||||||||
(a) $1 for the period between April 1, 2014 and June 30, 2015; | |||||||||
(b) $3,400,000 for the period between July 1, 2015 and September 30, 2015; | |||||||||
(c) $3,200,000 for the period between October 1, 2015 and December 31, 2015. | |||||||||
EBITDA is not tested after the fiscal quarter ending December 31, 2015. | |||||||||
3. Minimum liquidity as of the end of each month of not less than $20,000,000. | |||||||||
The Company was in compliance with the covenants of the Second Loan Agreement, as amended, as of June 30, 2014 and 2013. | |||||||||
Upfront arrangement fees incurred in connection with the Second Amendment totaled $0.3 million and will be deferred and amortized over the remaining term of the arrangement. | |||||||||
Upfront arrangement fees incurred in connection with the First Amendment totaled $0.2 million and were deferred and will be amortized over the remaining term of the arrangement. In connection with the reduction of the revolving credit line capacity, during the third quarter of fiscal year 2013 the Company accelerated amortization of approximately $0.7 million of unamortized deferred upfront costs. | |||||||||
As of June 30, 2014 and June 30, 2013, $77.5 million and $90.0 million were outstanding under the term loan. There were no outstanding balances under the revolving credit line as of June 30, 2014 or 2013. | |||||||||
Interest Rate Swap | |||||||||
As discussed in the derivative instrument section in Note 2, Summary of Significant Accounting Policies, the Company entered into an interest rate swap to reduce its exposure to the financial impact of changing interest rates under its term loan. The swap encompasses the principal balances scheduled to be outstanding as of January 1, 2014 and thereafter, such principal amount totaling $85.0 million in January 2014 and amortizing to $35.0 million in November 2016. The effective date of the swap is April 9, 2012 with a maturity date of November 4, 2016. At June 30, 2014, the Company had approximately $77.5 million of notional amount outstanding in the swap agreement that exchanges a variable interest rate base (Eurodollar margin) for a fixed interest rate of 0.97% over the term of the agreement. This interest rate swap is designated as a cash flow hedge of the interest rate risk attributable to forecasted variable interest payments. The effective portion of the fair value gains or losses on this swap are included as a component of accumulated other comprehensive loss. | |||||||||
At June 30, 2014, the fair value of the interest rate swap liability was $0.6 million, of which $0.5 million was classified in current accrued liabilities and $0.1 million was classified as noncurrent other liabilities, and the hedge effective portion of the interest rate swap was $0.6 million. | |||||||||
Promissory Notes | |||||||||
The Company did not issue any promissory notes in fiscal year 2014 and 2013. During fiscal year 2012, the Company issued total promissory notes for the acquisition of businesses of $5.1 million net of imputed interest amount of $0.1 million. All of the promissory notes are non-interest-bearing. For these notes, interest was imputed such that the notes carry an interest rate commensurate with that available to the Company in the market for similar debt instruments. Accretion of promissory notes of $0.1 million, $0.1 million and $0.3 million was recorded as interest expense during fiscal years 2014, 2013 and 2012. Certain of the promissory notes are collateralized by the assets acquired with respect to which the notes were issued. | |||||||||
Debt Maturities | |||||||||
The maturities of debt as of June 30, 2014 were as follows (in thousands): | |||||||||
Year Ending June 30, | Promissory | Second Loan | |||||||
Notes | Agreement | ||||||||
2015 | $ | 560 | $ | 17,500 | |||||
2016 | 50 | 20,000 | |||||||
2017 | — | 40,000 | |||||||
2018 | — | — | |||||||
2019 | — | — | |||||||
610 | 77,500 | ||||||||
Less: imputed interest and unamortized discounts | (7 | ) | (840 | ) | |||||
Less: current portion | (556 | ) | (17,142 | ) | |||||
Noncurrent portion of debt | $ | 47 | $ | 59,518 | |||||
Letters of Credit | |||||||||
The Company has a $0.4 million letter of credit agreement with a financial institution that is used as collateral for fidelity bonds placed with an insurance company and a $0.5 million letter of credit agreement with a financial institution that is used as collateral for the Company’s corporate headquarters’ operating lease. The letters of credit automatically renew annually without amendment unless cancelled by the financial institutions within 30 days of the annual expiration date. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Jun. 30, 2014 | |||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies | ' | ||||
10. Commitments and Contingencies | |||||
Leases | |||||
The Company leases office space and equipment under non-cancelable operating leases with various expiration dates through fiscal year 2019. Rent expense for fiscal years 2014, 2013 and 2012 was $3.6 million, $3.4 million and $3.4 million. The Company recognizes rent expense on a straight-line basis over the lease period and accrues for rent expense incurred but not paid. | |||||
Future annual minimum lease payments under all noncancelable operating leases as of June 30, 2014 were as follows (in thousands): | |||||
Year Ending June 30, | Operating | ||||
Leases | |||||
2015 | $ | 3,541 | |||
2016 | 3,582 | ||||
2017 | 3,125 | ||||
2018 | 3,062 | ||||
2019 | 1,099 | ||||
$ | 14,409 | ||||
In February 2010, the Company entered into a lease agreement for its corporate headquarters located at 950 Tower Lane, Foster City, California. The term of the lease began on November 1, 2010 and expires on October 31, 2018. The Company has the option to extend the term of the lease twice by one additional year. The monthly base rent was abated for the first 12 calendar months under the lease, and was $0.1 million through the 24th calendar month of the term of the lease. Monthly base rent increased to $0.2 million for the subsequent 12 months and now increases approximately 3% after each 12-month anniversary during the remaining term, including any extensions under options to extend. | |||||
Guarantor Arrangements | |||||
The Company has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or was, serving at the Company’s request in such capacity. The term of the indemnification period is for the officer or director’s lifetime. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a director and officer insurance policy that limits its exposure and enables the Company to recover a portion of any future amounts paid under certain circumstances and subject to deductibles and exclusions. As a result of its insurance policy coverage, the Company believes the estimated fair value of these indemnification agreements is not material. Accordingly, the Company had no liabilities recorded for these agreements as of June 30, 2014 and June 30, 2013. | |||||
In the ordinary course of its business, the Company from time to time enters into standard indemnification provisions in its agreements with its clients. Pursuant to these provisions, the Company may be obligated to indemnify its clients for certain losses suffered or incurred, including losses arising from violations of applicable law by the Company or by its third-party publishers, losses arising from actions or omissions of the Company or its third-party publishers, and for third-party claims that a Company product infringed upon a third party’s intellectual property rights. Where practicable, the Company limits its liabilities under such indemnities. Subject to these limitations, the term of such indemnity provisions is generally coterminous with the corresponding agreements but in some cases survives for a short period of time after termination of the agreement. | |||||
The potential amount of future payments to defend lawsuits or settle indemnified claims under these indemnification provisions is generally limited and the Company believes the estimated fair value of these indemnity provisions is not material. The payments under such agreements to date have not been significant and accordingly, the Company had no liabilities recorded for these agreements as of June 30, 2014 and 2013. | |||||
Litigation | |||||
In December 2012, Internet Patents Corporation (“IPC”) filed a patent infringement lawsuit against the Company in the United States District Court for the Northern District of California, alleging that the Company has infringed a patent held by IPC. In September 2013, the court dismissed a related case because it found that the patent is invalid, and on the same date, the court issued IPC an Order to Show Cause that the lawsuit against the Company should not be dismissed. In October 2013, IPC filed a response to the order and the court subsequently dismissed the case against the Company. In January 2014, IPC filed its appeal in the United States Court of Appeals for the Federal Circuit. While the Company denies IPC’s claims and believes that the probability of any loss is remote, there can be no assurance that the Company will prevail in this matter and any adverse ruling or settlement may have a significant impact on its business and operating results. In addition, regardless of the outcome of the matter, the Company may incur significant legal fees defending the action until it is resolved. |
Stock_Benefit_Plans
Stock Benefit Plans | 12 Months Ended | ||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||||||
Stock Benefit Plans | ' | ||||||||||||||||||||
11. Stock Benefit Plans | |||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||
In fiscal years 2014, 2013 and 2012, the Company recorded stock-based compensation expense of $10.4 million, $12.0 million, and $13.0 million resulting in the recognition of related excess tax benefits (loss) of $0.5 million, $0.1 million and $(0.7) million. The Company included as part of cash flows from financing activities a gross benefit of tax deductions of $0.5 million, $0.2 million and $0.2 million in fiscal years 2014, 2013 and 2012 related to stock-based compensation. | |||||||||||||||||||||
Stock Incentive Plans | |||||||||||||||||||||
In November 2009, the Company’s board of directors adopted the 2010 Equity Incentive Plan (the “2010 Incentive Plan”) and the Company’s stockholders approved the 2010 Incentive Plan in January 2010. The 2010 Incentive Plan became effective upon the completion of the IPO of the Company’s common stock in February 2010. Awards granted after January 2008 but before the adoption of the 2010 Incentive Plan continue to be governed by the terms of the 2008 Equity Incentive Plan (the “2008 Plan”). All outstanding stock awards granted before January 2008 continue to be governed by the terms of the Company’s amended and restated 1999 Equity Incentive Plan (the “1999 Plan”). | |||||||||||||||||||||
The 2010 Incentive Plan provides for the grant of incentive stock options (“ISOs”), nonstatutory stock options (“NQSOs”), restricted stock, restricted stock units, stock appreciation rights, performance-based stock awards and other forms of equity compensation, as well as for the grant of performance cash awards. The Company may issue ISOs only to its employees. NQSOs and all other awards may be granted to employees, including officers, nonemployee directors and consultants. | |||||||||||||||||||||
To date, the Company has issued only ISOs, NQSOs and restricted stock units under the 2010 Incentive Plan. ISOs and NQSOs are generally granted to employees with an exercise price equal to the market price of the Company’s common stock at the date of grant. Stock options granted to employees generally have a contractual term of seven years and vest over four years of continuous service, with 25 percent of the stock options vesting on the one-year anniversary of the date of grant and the remaining 75 percent vesting in equal monthly installments over the three year period thereafter. Restricted stock units granted to employees prior to fiscal year 2013 generally vest over five years of continuous service, with 15 percent of the restricted stock units vesting on the one-year anniversary of the date of grant, 60 percent vesting in equal quarterly installments over the following three years and the remaining 25 percent vesting in equal quarterly installments over the last year of the vesting period. Restricted stock units granted to employees starting in fiscal year 2013 generally vest over four years of continuous service, with 25 percent of the restricted stock units vesting on the one-year anniversary of the date of grant and 6.25% vesting quarterly thereafter for the next 12 quarters. | |||||||||||||||||||||
An aggregate of 9,210,527 shares of the Company’s common stock were reserved for issuance under the 2010 Incentive Plan as of June 30, 2014, and this amount will be increased by any outstanding stock awards that expire or terminate for any reason prior to their exercise or settlement. The number of shares of the Company’s common stock reserved for issuance is increased annually through July 1, 2019 by up to five percent of the total number of shares of the Company’s common stock outstanding on the last day of the preceding fiscal year. The maximum number of shares that may be issued under the 2010 Incentive Plan is 30,000,000. There were 7,576,412 shares available for issuance under the 2010 Incentive Plan as of June 30, 2014. | |||||||||||||||||||||
In November 2009, the Company’s board of directors adopted the 2010 Non-Employee Directors’ Stock Award Plan (the “Directors’ Plan”) and the stockholders approved the Directors’ Plan in January 2010. The Directors’ Plan became effective upon the completion of the Company’s IPO. The Directors’ Plan provides for the automatic grant of NQSOs and restricted stock units to non-employee directors and also provides for the discretionary grant of NQSOs and restricted stock units. Stock options granted to new non-employee directors vest in equal monthly installments over four years; annual grants to existing directors vest in equal monthly installments over one year and the initial and annual RSU grants vest quarterly over a period of four years. | |||||||||||||||||||||
An aggregate of 1,593,162 shares of the Company’s common stock were reserved for issuance under the Directors’ Plan as of June 30, 2014. This amount is increased annually, by the sum of 200,000 shares and the aggregate number of shares of the Company’s common stock subject to awards granted under the Directors’ Plan during the immediately preceding fiscal year. There were 1,187,035 shares available for issuance under the Directors’ Plan as of June 30, 2014. | |||||||||||||||||||||
Valuation Assumptions | |||||||||||||||||||||
The Company estimates the fair value of stock option awards at the date of grant using the Black-Scholes option-pricing model. Options are granted with an exercise price equal to the fair value of the common stock as of the date of grant. The Company calculates the weighted average expected life of options using the simplified method pursuant to the accounting guidance for share-based payments as it does not have sufficient historical exercise experience. The Company estimates the expected volatility of its common stock based on its historical volatility over the stock option’s expected term. The Company has no history or expectation of paying dividends on its common stock. The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected term of the stock options. | |||||||||||||||||||||
The weighted average Black-Scholes model assumptions and the weighted average grant date fair value of employee stock options in fiscal years 2014, 2013 and 2012 were as follows: | |||||||||||||||||||||
Fiscal Year Ended June 30, | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
Expected term (in years) | 4.6 | 4.6 | 4.6 | ||||||||||||||||||
Expected volatility | 48 | % | 54 | % | 55 | % | |||||||||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||||||
Risk-free interest rate | 1.4 | % | 0.7 | % | 1.1 | % | |||||||||||||||
Grant date fair value | $ | 3.67 | $ | 3.82 | $ | 5.31 | |||||||||||||||
The fair value of restricted stock units is determined based on the closing price of the Company’s common stock on the grant date. | |||||||||||||||||||||
Compensation expense is amortized net of estimated forfeitures on a straight-line basis over the requisite service period of the stock-based compensation awards. | |||||||||||||||||||||
Stock Option Award Activity | |||||||||||||||||||||
The following table summarizes the stock option award activity under the Plans from June 30, 2012 to June 30, 2014: | |||||||||||||||||||||
Shares | Weighted | Weighted | Aggregate | ||||||||||||||||||
Average | Average | Intrinsic | |||||||||||||||||||
Exercise | Remaining | Value | |||||||||||||||||||
Price | Contractual Life | (in thousands) | |||||||||||||||||||
(in years) | |||||||||||||||||||||
Outstanding at June 30, 2012 | 9,712,316 | $ | 10.62 | ||||||||||||||||||
Granted | 1,450,662 | 8.52 | |||||||||||||||||||
Exercised | (120,508 | ) | 3.79 | ||||||||||||||||||
Forfeited | (612,138 | ) | 10.87 | ||||||||||||||||||
Expired | (390,882 | ) | 12.65 | ||||||||||||||||||
Outstanding at June 30, 2013 | 10,039,450 | $ | 10.31 | 3.39 | $ | 5,693,691 | |||||||||||||||
Granted | 1,449,608 | $ | 8.98 | ||||||||||||||||||
Exercised | (731,936 | ) | 4.99 | ||||||||||||||||||
Forfeited | (790,175 | ) | 10.75 | ||||||||||||||||||
Expired | (2,454,355 | ) | 10.93 | ||||||||||||||||||
Outstanding at June 30, 2014 | 7,512,592 | $ | 10.32 | 3.27 | $ | 225,182 | |||||||||||||||
Vested and expected-to-vest at June 30, 2014 (1) | 7,262,396 | $ | 10.37 | 3.18 | $ | 225,182 | |||||||||||||||
Vested and exercisable at June 30, 2014 | 5,697,399 | $ | 10.64 | 2.51 | $ | 225,182 | |||||||||||||||
(1) | The expected-to-vest options are the result of applying the pre-vesting forfeiture assumption to total outstanding options. | ||||||||||||||||||||
The following table summarizes additional information regarding outstanding and exercisable stock options at June 30, 2014. | |||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||
Range or Exercise Prices | Number of Shares | Weighted | Weighted | Number of Shares | Weighted | ||||||||||||||||
Average | Average | Average | |||||||||||||||||||
Remaining | Exercise Price | Exercise Price | |||||||||||||||||||
Contractual Term | |||||||||||||||||||||
$4.60-$6.90 | 801,563 | 3.67 | $ | 5.76 | 544,039 | $ | 5.63 | ||||||||||||||
$7.01-$9.00 | 254,719 | 3.26 | $ | 8.2 | 180,719 | $ | 8.17 | ||||||||||||||
$9.01-$9.01 | 1,382,452 | 1.68 | $ | 9.01 | 1,382,452 | $ | 9.01 | ||||||||||||||
$9.23-$9.44 | 381,274 | 4.29 | $ | 9.34 | 306,270 | $ | 9.34 | ||||||||||||||
$9.55-$9.55 | 790,750 | 6.07 | $ | 9.55 | — | $ | — | ||||||||||||||
$9.64-$9.91 | 755,205 | 4.72 | $ | 9.67 | 404,420 | $ | 9.7 | ||||||||||||||
$10.28-$10.28 | 955,053 | 0.96 | $ | 10.28 | 955,053 | $ | 10.28 | ||||||||||||||
$10.34-$11.26 | 436,231 | 3.1 | $ | 10.85 | 427,261 | $ | 10.84 | ||||||||||||||
$11.67-$11.67 | 848,350 | 4.09 | $ | 11.67 | 598,256 | $ | 11.67 | ||||||||||||||
$12.43-$19.00 | 906,995 | 3.04 | $ | 17.11 | 898,929 | $ | 17.13 | ||||||||||||||
$4.60-$19.00 | 7,512,592 | 3.27 | $ | 10.32 | 5,697,399 | $ | 10.64 | ||||||||||||||
The following table summarizes the total intrinsic value, the cash received and the actual tax benefit of all options exercised during fiscal years 2014, 2013 and 2012: | |||||||||||||||||||||
Fiscal Year Ended June 30, | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
Intrinsic value | $ | 1,875 | $ | 423 | $ | 1,197 | |||||||||||||||
Cash received | 3,652 | 457 | 4,697 | ||||||||||||||||||
Tax benefit | (470 | ) | 113 | 511 | |||||||||||||||||
As of June 30, 2014, there was $6.9 million of total unrecognized compensation expense related to unvested stock options which is expected to be recognized over a weighted average period of 2.59 years. | |||||||||||||||||||||
Restricted Stock Unit Activity | |||||||||||||||||||||
The following table summarizes the restricted stock unit activity under the Plans from June 30, 2012 to June 30, 2014: | |||||||||||||||||||||
Shares | Weighted | Weighted | Aggregate | ||||||||||||||||||
Average | Average | Intrinsic | |||||||||||||||||||
Grant Date | Remaining | Value | |||||||||||||||||||
Fair Value | Contractual Life | (in thousands) | |||||||||||||||||||
(in years) | |||||||||||||||||||||
Outstanding at June 30, 2012 | 379,555 | $ | 13.76 | 1.95 | $ | 3,515 | |||||||||||||||
Granted | 1,658,613 | 8.75 | |||||||||||||||||||
Vested | (87,578 | ) | 6.95 | ||||||||||||||||||
Forfeited | (290,381 | ) | 10.41 | ||||||||||||||||||
Outstanding at June 30, 2013 | 1,660,209 | $ | 9.7 | 1.47 | $ | 14,328 | |||||||||||||||
Granted | 1,049,276 | 9.11 | |||||||||||||||||||
Vested | (650,254 | ) | 7.81 | ||||||||||||||||||
Forfeited | (411,894 | ) | 9.57 | ||||||||||||||||||
Outstanding at June 30, 2014 | 1,647,337 | $ | 10.1 | 1.32 | $ | 9,077 | |||||||||||||||
As of June 30, 2014, there was $12.2 million of total unrecognized compensation expense related to restricted stock units which is expected to be recognized over a weighted average period of 2.72 years. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended |
Jun. 30, 2014 | |
Equity [Abstract] | ' |
Stockholders' Equity | ' |
12. Stockholders’ Equity | |
Stock Repurchases | |
During the fiscal year ended 2014, the Company did not repurchase any shares of common stock. | |
On November 3, 2011, the Board of Directors authorized a stock repurchase program allowing the Company to repurchase up to $50.0 million of its outstanding shares of its common stock. During fiscal year 2012, the Company repurchased 4,753,919 shares of its common stock for a total of $45.0 million. The Company completed its repurchase program during the first quarter of fiscal year 2013, purchasing 509,565 shares of its common stock for $5.0 million. The Company repurchased an aggregate of 5,263,484 shares of its common stock at a weighted average price of $9.50 per share. Repurchases under this program took place in the open market and were made under a Rule 10b5-1 plan. | |
Retirement of Treasury Stock | |
During the fiscal year ended 2014, the Company did not retire any shares of treasury stock. | |
During the fiscal year ended 2013, the Company retired 638,365 shares of treasury stock, with a carrying value of approximately $6.2 million. These retired shares are now included in the Company’s pool of authorized but unissued shares. The retired treasury stock was initially recorded using the cost method. The Company’s accounting policy upon the retirement of treasury stock is to deduct its par value from common stock, reduce additional paid-in capital by the amount recorded in additional paid-in capital when the stock was originally issued and any remaining excess of cost as a deduction (increase) of retained earnings (accumulated deficit). |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
13. Related Party Transactions | |
On April 22, 2013, the Company entered into an agreement (the “Transition Agreement”) with Bronwyn Syiek, the Company’s President, which provides for the transition and conclusion of Ms. Syiek’s employment with the Company. Pursuant to the Transition Agreement, Ms. Syiek continued to work full time as the Company’s President at her existing base salary through September 30, 2013. Ms. Syiek was eligible for, and received, a bonus for fiscal year 2013. On September 18, 2013, the Company entered into an amendment to the Transition Agreement, (the “Amended Transition Agreement”) whereby the amendment replaced the agreement in its entirety. Pursuant to the Amended Transition Agreement Ms. Syiek’s employment with the Company terminated on October 1, 2013, at which point Ms. Syiek entered into a consulting agreement with the Company, in consideration for which her “Continuous Service” (as defined in the Company’s 2010 Equity Incentive Plan) continued for certain of her equity awards. Ms. Syiek received $37,400 in cash compensation under the consulting agreement. The consulting agreement terminated on March 30, 2014. | |
In connection with its continuing review of non-strategic assets in March 2014, the Company elected to dispose of its equity investment in DemandBase, Inc. (“DemandBase”). In this regard, the Company contacted a number of existing DemandBase investors, including Split Rock Partners II, LP (“Split Rock”). Split Rock is managed by Split Rock Partners II Management, LLC, of which one of the Company’s directors Mr. James Simons is a managing director. In addition, one of the Company’s directors Mr. Gregory Sands is a member of the board of directors of DemandBase and is also a managing partner of Costanoa Venture Capital, which is an investor in DemandBase. The Company conducted an auction process with respect to the sale of the DemandBase shares. Split Rock ultimately prevailed in that process, and the Company’s Audit Committee approved the sale in accordance with the Company’s related person transactions policy. On April 11, 2014 the Company entered into a Stock Purchase Agreement with Split Rock whereby the partnership purchased all 1,436,781 shares of Series D Preferred Stock of DemandBase owned by the Company for a total purchase price of $1,436,781. |
Segment_Information
Segment Information | 12 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||
Segment Information | ' | ||||||||||||
14. Segment Information | |||||||||||||
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its chief executive officer. The Company’s chief executive officer reviews financial information presented on a consolidated basis, accompanied by information about operating segments, including net sales and operating income before depreciation, amortization and stock-based compensation expense. | |||||||||||||
The Company determined its reportable operating segment is DMS, which derives revenue from fees earned through the delivery of qualified leads, clicks, calls, customers and, to a lesser extent, impressions. DSS does not meet the quantitative threshold for an individually reportable segment and is therefore included in the “All other” line in the following table. | |||||||||||||
The Company evaluates the performance of its operating segment based on operating income before depreciation, amortization and stock-based compensation expense. | |||||||||||||
The Company does not allocate all of its assets, or its depreciation and amortization expense, stock-based compensation expense, interest income, interest expense and income tax expense by segment. Accordingly, the Company does not report such information. | |||||||||||||
Summarized information by segment was as follows (in thousands): | |||||||||||||
Fiscal Year Ended June 30, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Net revenue by segment: | |||||||||||||
DMS | $ | 281,490 | $ | 304,085 | $ | 369,023 | |||||||
All other | 1,059 | 1,016 | 1,445 | ||||||||||
Total net revenue | 282,549 | 305,101 | 370,468 | ||||||||||
Segment operating income before depreciation, amortization, stock-based compensation expense, and goodwill impairment: | |||||||||||||
DMS | 23,558 | 47,316 | 71,840 | ||||||||||
All other | 631 | 556 | 808 | ||||||||||
Total segment operating income before depreciation, amortization, stock-based compensation expense, and goodwill impairment | 24,189 | 47,872 | 72,648 | ||||||||||
Depreciation and amortization | (26,097 | ) | (32,325 | ) | (31,150 | ) | |||||||
Stock-based compensation expense | (10,429 | ) | (12,016 | ) | (12,996 | ) | |||||||
Impairment of goodwill | (95,641 | ) | (92,350 | ) | — | ||||||||
Total operating (loss) income | $ | (107,978 | ) | $ | (88,819 | ) | $ | 28,502 | |||||
The following tables set forth net revenue and long-lived assets by geographic area (in thousands): | |||||||||||||
Fiscal Year Ended June 30, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Net revenue: | |||||||||||||
United States | $ | 278,791 | $ | 302,178 | $ | 369,081 | |||||||
International | 3,758 | 2,923 | 1,387 | ||||||||||
Total net revenue | $ | 282,549 | $ | 305,101 | $ | 370,468 | |||||||
June 30, | June 30, | ||||||||||||
2014 | 2013 | ||||||||||||
Property and equipment, net: | |||||||||||||
United States | $ | 10,878 | $ | 9,502 | |||||||||
International | 248 | 205 | |||||||||||
Total property and equipment, net | $ | 11,126 | $ | 9,707 | |||||||||
Valuation_and_Qualifying_Accou
Valuation and Qualifying Accounts | 12 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Valuation And Qualifying Accounts [Abstract] | ' | ||||||||||||||||
Valuation and Qualifying Accounts | ' | ||||||||||||||||
Schedule II: Valuation and Qualifying Accounts | |||||||||||||||||
The activity in the allowance for doubtful accounts receivables, sales returns and the deferred tax asset valuation allowance are as follows (in thousands): | |||||||||||||||||
Balance at | Charged to | Write-offs | Balance at | ||||||||||||||
the | expenses/ | Net of | the end of | ||||||||||||||
beginning of | against | Recoveries | the year | ||||||||||||||
the year | revenue | ||||||||||||||||
Accounts receivable and sales returns | |||||||||||||||||
Fiscal year 2012 | $ | 2,723 | $ | 2,185 | $ | (2,101 | ) | $ | 2,807 | ||||||||
Fiscal year 2013 | $ | 2,807 | $ | 97 | $ | (878 | ) | $ | 2,026 | ||||||||
Fiscal year 2014 | $ | 2,026 | $ | 322 | $ | (426 | ) | $ | 1,922 | ||||||||
Deferred tax asset valuation allowance | |||||||||||||||||
Fiscal year 2013 | $ | — | $ | 947 | $ | — | $ | 947 | |||||||||
Fiscal year 2014 | $ | 947 | $ | 67,225 | $ | — | $ | 68,172 | |||||||||
Note: Additions to the allowance for doubtful accounts and the valuation allowance are charged to expense. Additions to the allowance for sales credits are charged against revenue. | |||||||||||||||||
All other schedules are omitted because they are not required or the required information is shown in the financial statements or notes thereto. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||
Jun. 30, 2014 | |||
Earnings Per Share [Abstract] | ' | ||
Principles of Consolidation | ' | ||
Principles of Consolidation | |||
The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. | |||
Use of Estimates | ' | ||
Use of Estimates | |||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ from those estimates. | |||
Revenue Recognition | ' | ||
Revenue Recognition | |||
Direct Marketing Services (“DMS”) revenue, which constituted more than 99% in fiscal year 2014, 2013 and 2012, is derived from fees which are earned through the delivery of qualified leads, clicks, calls, customers and, to a lesser extent, display advertisements (“impressions”). The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is reasonably assured. Delivery is deemed to have occurred at the time a qualified lead, click, call, customer or impression is delivered to the client provided that no significant obligations remain. | |||
The Company allocates revenue in an arrangement using the estimated selling price (“ESP”) of deliverables if it does not have vendor-specific objective evidence (“VSOE”) of selling price based on historical stand-alone sales or third-party evidence (“TPE”) of selling price. Due to the unique nature of some of its multiple deliverable revenue arrangements, the Company may not be able to establish selling prices based on historical stand-alone sales or third-party evidence, therefore the Company may use its best estimate to establish selling prices for these arrangements under the new standard. The Company establishes best estimates within a range of selling prices considering multiple factors including, but not limited to, class of client, size of transaction, available media inventory, pricing strategies and market conditions. The Company believes the use of the best estimate of selling price allows revenue recognition in a manner consistent with the underlying economics of the transaction. | |||
From time to time, the Company may agree to credit a client for certain leads, clicks, calls, customers or impressions if they fail to meet the contractual or other guidelines of a particular client. The Company has established a sales reserve based on historical experience. To date, such credits have been within management’s expectations. | |||
For a portion of its revenue, the Company has agreements with providers of online media or traffic, publishers, used in the generation of leads, clicks, calls and customers. The Company receives a fee from its clients and pays a fee to publishers as a portion of revenue generated or on a cost per lead, cost per click or cost per thousand impressions basis. The Company is the primary obligor in the transaction. As a result, the fees paid by the Company’s clients are recognized as revenue and the fees paid to its publishers are included in cost of revenue. | |||
All other revenue, which constituted less than 1% in fiscal year 2014, 2013 and 2012, comprises (i) set-up and professional services fees and (ii) usage fees. Set-up and professional service fees that do not provide stand-alone value to a client are recognized over the contractual term of the agreement or the expected client relationship period, whichever is longer, effective when the application reaches the “go-live” date. The Company defines the “go-live” date as the date when the application enters into a production environment or all essential functionalities have been delivered. Usage fees are recognized on a monthly basis as earned. | |||
Deferred revenue is comprised of contractual billings in excess of recognized revenue and payments received in advance of revenue recognition. | |||
Concentrations of Credit Risk | ' | ||
Concentrations of Credit Risk | |||
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents, marketable securities and accounts receivable. The Company’s investment portfolio consists of liquid high-quality fixed income US government or municipal securities, certificates of deposit with financial institutions and money market funds. Cash and certificates of deposit are deposited with financial institutions that management believes are creditworthy. To date, the Company has not experienced any losses on its investment portfolio. | |||
The Company’s accounts receivable are derived from clients located principally in the United States. The Company performs ongoing credit evaluation of its clients, does not require collateral, and maintains allowances for potential credit losses on client accounts when deemed necessary. No client accounted for 10% or more of net accounts receivable or net revenue for either fiscal year 2014 or 2013. | |||
Fair Value of Financial Instruments | ' | ||
Fair Value of Financial Instruments | |||
The Company’s financial instruments consist principally of cash equivalents, marketable securities, accounts receivable, accounts payable, acquisition-related promissory notes, an interest rate swap, short term payables, and a term loan. The fair value of the Company’s cash equivalents is determined based on quoted prices in active markets for identical assets for its money market funds; and quoted prices for similar instruments in active markets for its U.S municipal securities and certificates of deposit that mature within 90 days. The recorded values of the Company’s accounts receivable and accounts payable approximate their current fair values due to the relatively short-term nature of these accounts. The fair value of acquisition-related promissory notes and short term payables approximate their recorded amounts as the interest rates on similar financing arrangements available to the Company at June 30, 2014 approximate the interest rates implied when these acquisition-related promissory notes and short term payables were originally issued and recorded. The fair value of the interest rate swap is based upon fair value quotes from the issuing bank and the Company assesses the quotes for reasonableness by comparing them to the present values of expected cash flows. The present value approach is based on observable market interest rate curves that are commensurate with the terms of the interest rate swaps. The carrying value represents the fair value of the swaps, as adjusted for any non-performance risk associated with the Company at June 30, 2014. The Company believes that the fair value of the term loan approximates its recorded amount at June 30, 2014 as the interest rate on the term loan is variable and is based on market interest rates and after consideration of default and credit risk. | |||
Cash and Cash Equivalents | ' | ||
Cash and Cash Equivalents | |||
All highly liquid investments with maturities of three months or less at the date of purchase are classified as cash equivalents. Cash equivalents consist primarily of money market funds, municipal securities and certificates of deposit with original maturities of three months or less. | |||
Property and Equipment | ' | ||
Property and Equipment | |||
Property and equipment are stated at cost less accumulated depreciation and amortization, and are depreciated on a straight-line basis over the estimated useful lives of the assets, as follows: | |||
Computer equipment | 3 years | ||
Software | 3 years | ||
Furniture and fixtures | 3 to 5 years | ||
Leasehold improvements | the shorter of the lease term or the estimated useful lives of the improvements | ||
Internal Software Development Costs | ' | ||
Internal Software Development Costs | |||
The Company incurs costs to develop software for internal use. The Company expenses all costs that relate to the planning and post-implementation phases of development as product development expense. Costs incurred in the development phase are capitalized and amortized over the product’s estimated useful life if the product is expected to have a useful life beyond six months. Costs associated with repair or maintenance of existing sites or the developments of website content are included in cost of revenue in the accompanying statements of operations. The Company’s policy is to amortize capitalized internal software development costs on a product-by-product basis using the straight-line method over the estimated economic life of the application, which is generally two years. The Company capitalized $2.5 million, $2.5 million, and $1.9 million in fiscal years 2014, 2013 and 2012. Amortization of internal software development costs is reflected in cost of revenue. | |||
Goodwill | ' | ||
Goodwill | |||
The Company conducts a test for the impairment of goodwill at the reporting unit level on at least an annual basis and whenever there are events or changes in circumstances that would more likely than not reduce the estimated fair value of a reporting unit below its carrying value. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each reporting unit. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows and determining appropriate discount rates, growth rates, an appropriate control premium and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for each reporting unit which could trigger impairment. | |||
The Company has two reporting units for purposes of allocating and testing goodwill, DMS and DSS. The Company performed its annual goodwill impairment test on April 30, 2014. While the Company is permitted to conduct a qualitative assessment to determine whether it is necessary to perform a two-step quantitative goodwill impairment test, for its annual goodwill impairment test in the fourth quarter of fiscal 2014, the Company performed a quantitative test for both of its reporting units. | |||
In the first step of the annual impairment test, the Company compared the fair value of each reporting unit to its carrying value. The Company estimated the fair value of the DSS reporting unit using only the income approach as market comparables were not meaningful. The Company concluded that the carrying value of the DSS reporting unit exceeded its estimated fair value therefore it performed a Step 2 analysis, as required and recorded a goodwill impairment charge of $1.2 million for the entire goodwill of its DSS reporting unit. The Company estimated the fair value of our DMS reporting unit based on the Company’s market capitalization and determined that there were no instances of impairment in its DMS reporting unit. | |||
The Company’s public market capitalization sustained a decline after June 30, 2014 primarily due to the Company’s operating results in the fourth quarter of fiscal year 2014, to a value below the net book carrying value of the Company’s equity. As a result, the Company determined that this triggered the necessity to conduct an interim goodwill impairment test as of June 30, 2014. The Company first tested the long-lived assets related to the DMS reporting unit as of June 30, 2014 and, based on the undiscounted cash flows, determined that these assets were not impaired. | |||
A two-step process was then required to test goodwill impairment. The first step is to determine if there is an indication of impairment by comparing the estimated fair value to its carrying value including goodwill. Goodwill is considered impaired if the carrying value exceeds the estimated fair value. Upon indication of impairment, a second step is performed to determine the amount of the impairment by comparing the implied fair value of the reporting unit’s goodwill with its carrying value. | |||
The Company estimated the fair value of its DMS reporting unit using a weighting of fair values derived most significantly from the market approach which approximated the Company’s market capitalization and to a lesser extent the income approach. Under the market approach, the Company utilize publicly-traded comparable company information to determine revenue and earnings multiples that are used to value its reporting units adjusted for an estimated control premium. As the DMS reporting unit represents substantially the entire Company, the market approach has been reconciled to the Company’ market capitalization. Under the income approach, the Company estimate the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections are based on management’s estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate used is based on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the reporting unit’s ability to execute on the projected cash flows. | |||
The second step of the goodwill impairment test required the Company to fair value all assets and liabilities of its DMS reporting unit to determine the implied fair value of goodwill. The Company compared the implied fair value of the reporting unit’s goodwill to its carrying value. This test resulted in a non-cash goodwill impairment charge in aggregate of $95.6 million for the year ended June 30, 2014. The inputs used to measure the estimated fair value of goodwill are classified as a Level 3 fair value measurement due to the significance of unobservable inputs in income approach using company specific information. | |||
The Company recorded a non-cash goodwill impairment charge in aggregate of $92.4 million for the year ended June 30, 2013. | |||
Long-Lived Assets | ' | ||
Long-Lived Assets | |||
The Company evaluates long-lived assets, such as property and equipment and purchased intangible assets with finite lives, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The Company applies judgment when assessing the fair value of the assets based on the undiscounted future cash flows the assets are expected to generate and recognizes an impairment loss if estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When the Company identifies an impairment, it reduces the carrying amount of the asset to its estimated fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values. The Company tested its long-lived assets related to the DMS reporting unit as of June 30, 2014 and, based on the undiscounted cash flows, determined that these assets were not impaired. | |||
Advertising Costs | ' | ||
Advertising Costs | |||
The Company expenses advertising costs the first time the advertising takes place. The Company’s advertising costs were $1.1 million in fiscal 2014. The Company did not incur any advertising costs for fiscal year 2013 and advertising costs were $0.2 million in fiscal year 2012. | |||
Income Taxes | ' | ||
Income Taxes | |||
The Company accounts for income taxes using an asset and liability approach to record deferred taxes. The Company’s deferred income tax assets represent temporary differences between the financial statement carrying amount and the tax basis of existing assets and liabilities that will result in deductible amounts in future years. Based on estimates, the carrying value of the Company’s net deferred tax assets assumes that it is more likely than not that the Company will be able to generate sufficient future taxable income in the respective tax jurisdictions. The Company’s judgments regarding future profitability may change due to future market conditions, changes in U.S. or international tax laws and other factors. | |||
Foreign Currency Translation | ' | ||
Foreign Currency Translation | |||
The Company’s foreign operations are subject to exchange rate fluctuations. The majority of the Company’s sales and expenses are denominated in U.S. dollars. The functional currency for the majority of the Company’s foreign subsidiaries is the U.S. dollar. For these subsidiaries, assets and liabilities denominated in foreign currency are remeasured into U.S. dollars at current exchange rates for monetary assets and liabilities and historical exchange rates for nonmonetary assets and liabilities. Net revenue, cost of revenue and expenses are generally remeasured at average exchange rates in effect during each period. Gains and losses from foreign currency remeasurement are included in other income (expense), net. Certain foreign subsidiaries designate the local currency as their functional currency. For those subsidiaries, the assets and liabilities are translated into U.S. dollars at exchange rates in effect at the balance sheet date. Income and expense items are translated at average exchange rates for the period. The foreign currency translation adjustments are included in accumulated other comprehensive loss as a separate component of stockholders’ equity. Foreign currency transaction gains and losses are recorded in other income (expense), net and were not material for any period presented. | |||
Comprehensive (Loss) Income | ' | ||
Comprehensive (Loss) Income | |||
Comprehensive (loss) income consists of two components, net (loss) income and other comprehensive loss. Other comprehensive loss refers to revenue, expenses, gains, and losses that under GAAP are recorded as an element of stockholders’ equity but are excluded from net (loss) income. The Company’s comprehensive (loss) income and accumulated other comprehensive loss consists of foreign currency translation adjustments from those subsidiaries not using the U.S. dollar as their functional currency, unrealized gains and losses on marketable securities categorized as available-for-sale and unrealized gains and losses on the interest rate swap. Total accumulated other comprehensive loss is displayed as a separate component of stockholders’ equity. | |||
Derivative Instrument | ' | ||
Derivative Instrument | |||
During the third quarter of fiscal year 2012, the Company entered into an interest rate swap agreement to hedge the interest rate exposure relating to its borrowing under its term loan. The Company does not speculate using derivative instruments. The Company entered into this derivative instrument arrangement solely for the purpose of risk management. | |||
The current and noncurrent portion of the interest rate swap is recorded in accrued liabilities and other liabilities, noncurrent, respectively, on the consolidated balance sheets at fair value based upon quoted market prices. Changes in the fair value of this interest rate swap are recorded in other comprehensive (loss) income because the Company has designated the swap as a cash flow hedge. Gains or losses on the interest rate swap as reported in other comprehensive (loss) income are classified to interest expense in the period the hedged item affects earnings. If the term loan ceases to exist, any associated amounts reported in other comprehensive (loss) income are reclassified to earnings at that time. Any hedge ineffectiveness is recognized immediately in earnings in the current period. Refer to Note 9, Debt, for additional information regarding the Company’s credit facility and interest rate swap. | |||
Loss Contingencies | ' | ||
Loss Contingencies | |||
The Company is subject to the possibility of various loss contingencies arising in the ordinary course of business. Management considers the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as its ability to reasonably estimate the amount of loss, in determining loss contingencies. An estimated loss contingency is accrued when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. The Company regularly evaluates current information available to its management to determine whether such accruals should be adjusted and whether new accruals are required. | |||
From time to time, the Company is involved in disputes, litigation and other legal actions. The Company records a charge equal to at least the minimum estimated liability for a loss contingency only when both of the following conditions are met: (i) information available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had been incurred at the date of the financial statements, and (ii) the range of loss can be reasonably estimated. The actual liability in any such matters may be materially different from the Company’s estimates, which could result in the need to adjust the liability and record additional expenses. | |||
Stock-Based Compensation | ' | ||
Stock-Based Compensation | |||
The Company measures and records the expense related to stock-based transactions based on the fair values of stock-based payment awards, as determined on the date of grant. To estimate the fair value of stock options, the Company selected the Black-Scholes option pricing model. In applying the Black-Scholes option pricing model, the Company’s determination of the fair value of the stock option is affected by assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the Company’s expected stock price volatility over the term of the stock options and the employees’ actual and projected stock option exercise and pre-vesting employment termination behaviors. The fair value of restricted stock units is determined based on the closing price of the Company’s common stock on the date of grant. | |||
For awards with graded vesting the Company recognizes stock-based compensation expense over the requisite service period using the straight-line method, based on awards ultimately expected to vest. The Company estimates future forfeitures at the date of grant and revises the estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Refer to Note 11, Stock Benefit Plans, for additional information regarding stock-based compensation. | |||
401(k) Savings Plan | ' | ||
401(k) Savings Plan | |||
The Company sponsors a 401(k) defined contribution plan covering all U.S. employees. There were no employer contributions under this plan for fiscal years 2014, 2013 or 2012. | |||
Recent Accounting Pronouncements | ' | ||
Recent Accounting Pronouncements | |||
In July 2012, the FASB issued an update to the accounting standard for intangibles. The revised standard update allows entities to use a qualitative approach to test indefinite-lived intangible assets for impairment. It permits an entity to first perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of an indefinite-lived intangible asset is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the currently prescribed quantitative impairment test by comparing the fair value of the indefinite-lived intangible asset with its carrying value. Otherwise, the quantitative impairment test is not required. The Company’s adoption of this accounting standard update during the fourth quarter of fiscal 2014 did not have a material effect on the Company’s consolidated financial statements. | |||
In February 2013, the FASB issued an update to the accounting standard for accumulated other comprehensive income (loss). The revised standard update requires entities to present information about significant items reclassified out of accumulated other comprehensive income (loss) by component either on the face of the statement where net (loss) income is presented or as a separate disclosure in the notes to the financial statements. The Company’s adoption of this revised standard update in the first quarter of fiscal year 2014 did not have a material impact on its financial position, results of operations or cash flows. | |||
In July 2013, the FASB issued a new accounting standard update on the financial presentation of unrecognized tax benefits. The new guidance provides that a liability related to an unrecognized tax benefit would be presented as reduction of a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. The new guidance becomes effective July 1, 2015 for the Company and it should be applied prospectively to unrecognized tax benefits that exist at the effective date, although retrospective application is permitted. The Company does not believe that the adoption will have a material effect on the Company’s consolidated financial statements. | |||
In May 2014, the FASB issued a new accounting standard update on revenue from contracts with clients. The new guidance provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance becomes effective July 1, 2017 for the Company. The Company is currently assessing the impact of this new guidance. | |||
In June 2014, the FASB issued a new accounting standard update on accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period, which amends ASC 718, “Compensation — Stock Compensation.” The amendment provides guidance on the treatment of shared-based payment awards with a specific performance target, requiring that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The new guidance becomes effective for fiscal years, and interim periods within those years, beginning after December 15, 2015 with early adoption permitted. The Company is currently evaluating the impact of this guidance. | |||
Net Loss Attributable to Common Stockholders and Net Loss per Share | ' | ||
Basic net (loss) income per share is computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding during the period. Diluted net (loss) income per share is computed by using the weighted-average number of shares of common stock outstanding, including potential dilutive shares of common stock assuming the dilutive effect of outstanding stock options and restricted stock units using the treasury stock method. | |||
Fair Value Measurements and Marketable Securities | ' | ||
Fair value is defined as the price that would be received on sale of an asset or paid to transfer a liability (“exit price”) in an orderly transaction between market participants at the measurement date. The FASB has established a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). | |||
The three levels of the fair value hierarchy under the guidance for fair value measurement are described below: | |||
Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Pricing inputs are based upon quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. The valuations are based on quoted prices of the underlying security that are readily and regularly available in an active market, and accordingly, a significant degree of judgment is not required. As of June 30, 2014 and 2013, the Company used Level 1 assumptions for its money market funds. | |||
Level 2 — Pricing inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. As of June 30, 2014 and 2013, the Company used Level 2 assumptions for its U.S. municipal securities, certificates of deposit, acquisition-related promissory notes, term loan, and interest rate swap. | |||
Level 3 — Pricing inputs are generally unobservable for the assets or liabilities and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require management’s judgment or estimation of assumptions that market participants would use in pricing the assets or liabilities. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. As of June 30, 2014 and 2013, the Company did not have any Level 3 financial assets or liabilities. | |||
Marketable Securities | ' | ||
Marketable Securities | |||
All liquid investments with maturities of three months or less at the date of purchase are classified as cash equivalents. Investments with maturities greater than three months at the date of purchase are classified as marketable securities. The Company’s marketable securities have been classified and accounted for as available-for-sale. Management determines the appropriate classification of its investments at the time of purchase and reevaluates the available-for-sale designation as of each balance sheet date. Available-for-sale securities are carried at fair value, with unrealized gains and losses, net of tax, reported in accumulated comprehensive loss as a component of stockholders’ equity. These available-for-sale securities are presented as current assets as they are available for current operations. | |||
Interest Rate Swap | ' | ||
As discussed in the derivative instrument section in Note 2, Summary of Significant Accounting Policies, the Company entered into an interest rate swap to reduce its exposure to the financial impact of changing interest rates under its term loan. The swap encompasses the principal balances scheduled to be outstanding as of January 1, 2014 and thereafter, such principal amount totaling $85.0 million in January 2014 and amortizing to $35.0 million in November 2016. The effective date of the swap is April 9, 2012 with a maturity date of November 4, 2016. At June 30, 2014, the Company had approximately $77.5 million of notional amount outstanding in the swap agreement that exchanges a variable interest rate base (Eurodollar margin) for a fixed interest rate of 0.97% over the term of the agreement. This interest rate swap is designated as a cash flow hedge of the interest rate risk attributable to forecasted variable interest payments. The effective portion of the fair value gains or losses on this swap are included as a component of accumulated other comprehensive loss. | |||
Segment Information | ' | ||
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its chief executive officer. The Company’s chief executive officer reviews financial information presented on a consolidated basis, accompanied by information about operating segments, including net sales and operating income before depreciation, amortization and stock-based compensation expense. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||
Jun. 30, 2014 | |||
Accounting Policies [Abstract] | ' | ||
Estimated Useful Lives of the Assets | ' | ||
Property and equipment are stated at cost less accumulated depreciation and amortization, and are depreciated on a straight-line basis over the estimated useful lives of the assets, as follows: | |||
Computer equipment | 3 years | ||
Software | 3 years | ||
Furniture and fixtures | 3 to 5 years | ||
Leasehold improvements | the shorter of the lease term or the estimated useful lives of the improvements |
Net_Loss_Income_per_Share_Tabl
Net (Loss) Income per Share (Tables) | 12 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||
Calculation of Basic and Diluted Net (Loss) Income Per Share | ' | ||||||||||||
The following table presents the calculation of basic and diluted net (loss) income per share: | |||||||||||||
Fiscal Year Ended | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(In thousands, except | |||||||||||||
per share data) | |||||||||||||
Numerator: | |||||||||||||
Basic and Diluted: | |||||||||||||
Net (loss) income | $ | (146,404 | ) | $ | (67,372 | ) | $ | 13,001 | |||||
Denominator: | |||||||||||||
Basic and Diluted: | |||||||||||||
Weighted average shares of common stock used in computing basic and diluted net (loss) income per share | 43,528 | 42,816 | 45,846 | ||||||||||
Diluted: | |||||||||||||
Weighted average shares of common stock used in computing basic net (loss) income per share | 43,528 | 42,816 | 45,846 | ||||||||||
Weighted average effect of dilutive securities: | |||||||||||||
Stock options | — | — | 1,004 | ||||||||||
Restricted stock units | — | — | 9 | ||||||||||
Weighted average shares of common stock used in computing diluted net (loss) income per share | 43,528 | 42,816 | 46,859 | ||||||||||
Net (loss) income per share: | |||||||||||||
Basic | $ | (3.36 | ) | $ | (1.57 | ) | $ | 0.28 | |||||
Diluted (1) | $ | (3.36 | ) | $ | (1.57 | ) | $ | 0.28 | |||||
Securities excluded from weighted average shares used in computing diluted net loss per share because the effect would have been anti-dilutive: (2) | 8,843 | 9,417 | 6,749 | ||||||||||
-1 | Diluted EPS does not reflect any potential common stock relating to stock options or restricted stock units due to net loss incurred for the years ended June 30, 2014 and 2013. The assumed issuance of any additional shares would be anti-dilutive. | ||||||||||||
-2 | These weighted shares relate to anti-dilutive stock options and restricted stock units as calculated using the treasury stock method and could be dilutive in the future. |
Fair_Value_Measurements_and_Ma1
Fair Value Measurements and Marketable Securities (Tables) | 12 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Text Block [Abstract] | ' | ||||||||||||||||
Schedule of Company's Financial Assets and Liabilities | ' | ||||||||||||||||
The Company’s financial assets and liabilities as of June 30, 2014 and 2013 were categorized as follows in the fair value hierarchy (in thousands): | |||||||||||||||||
Fair Value Measurements as of June 30, 2014 Using | |||||||||||||||||
Quoted Prices in | Significant Other | Total | |||||||||||||||
Active Markets | Observable | ||||||||||||||||
for Identical Assets | Inputs | ||||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Assets: | |||||||||||||||||
U.S. municipal securities | $ | — | $ | 12,816 | $ | 12,816 | |||||||||||
Certificates of deposit | — | 26,293 | 26,293 | ||||||||||||||
Money market funds | 38,641 | — | 38,641 | ||||||||||||||
$ | 38,641 | $ | 39,109 | $ | 77,750 | ||||||||||||
Liabilities: | |||||||||||||||||
Acquisition-related promissory notes (1) | $ | — | $ | 603 | $ | 603 | |||||||||||
Term loan (1) | — | 76,660 | 76,660 | ||||||||||||||
Interest rate swap | — | 630 | 630 | ||||||||||||||
$ | — | $ | 77,893 | $ | 77,893 | ||||||||||||
Fair Value Measurements as of June 30, 2013 Using | |||||||||||||||||
Quoted Prices in | Significant Other | Total | |||||||||||||||
Active Markets | Observable | ||||||||||||||||
for Identical Assets | Inputs | ||||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Assets: | |||||||||||||||||
U.S. municipal securities | $ | — | $ | 25,544 | $ | 25,544 | |||||||||||
Certificates of deposit | — | 16,923 | 16,923 | ||||||||||||||
Money market funds | 38,465 | — | 38,465 | ||||||||||||||
$ | 38,465 | $ | 42,467 | $ | 80,932 | ||||||||||||
Liabilities: | |||||||||||||||||
Acquisition-related promissory notes (1) | $ | — | $ | 3,875 | $ | 3,875 | |||||||||||
Term loan (1) | — | 88,802 | 88,802 | ||||||||||||||
Interest rate swap | — | 655 | 655 | ||||||||||||||
$ | — | $ | 93,332 | $ | 93,332 | ||||||||||||
-1 | These liabilities are carried at historical cost on the Company’s consolidated balance sheet. | ||||||||||||||||
Schedule of Unrealized Gains and Losses Related to Available-For-Sale Securities | ' | ||||||||||||||||
The following table summarizes unrealized gains and losses related to available-for-sale securities held by the Company as of June 30, 2014 and 2013 (in thousands): | |||||||||||||||||
As of June 30 2014 | |||||||||||||||||
Gross | Gross | Gross | Estimated | ||||||||||||||
Amortized | Unrealized | Unrealized | Fair | ||||||||||||||
Cost | Gains | Losses | Value | ||||||||||||||
U.S. municipal securities | $ | 12,812 | $ | 4 | $ | — | $ | 12,816 | |||||||||
Certificates of deposit | 26,330 | — | 37 | 26,293 | |||||||||||||
Money market funds | 38,641 | — | — | 38,641 | |||||||||||||
$ | 77,783 | $ | 4 | $ | 37 | $ | 77,750 | ||||||||||
As of June 30, 2013 | |||||||||||||||||
Gross | Gross | Gross | Estimated | ||||||||||||||
Amortized | Unrealized | Unrealized | Fair | ||||||||||||||
Cost | Gains | Losses | Value | ||||||||||||||
U.S. municipal securities | $ | 25,538 | $ | 6 | $ | — | $ | 25,544 | |||||||||
Certificates of deposit | 16,945 | — | 22 | 16,923 | |||||||||||||
Money market funds | 38,465 | — | — | 38,465 | |||||||||||||
$ | 80,948 | $ | 6 | $ | 22 | $ | 80,932 | ||||||||||
Balance_Sheet_Components_Table
Balance Sheet Components (Tables) | 12 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' | ||||||||
Accounts Receivable, Net | ' | ||||||||
Accounts receivable, net are comprised of the following (in thousands): | |||||||||
June 30, | |||||||||
2014 | 2013 | ||||||||
Accounts receivable | $ | 43,901 | $ | 40,417 | |||||
Less: Allowance for doubtful accounts | (364 | ) | (264 | ) | |||||
Less: Allowance for sales returns | (1,558 | ) | (1,762 | ) | |||||
$ | 41,979 | $ | 38,391 | ||||||
Property and Equipment, Net | ' | ||||||||
Property and equipment, net is comprised of the following (in thousands): | |||||||||
June 30, | |||||||||
2014 | 2013 | ||||||||
Computer equipment | $ | 15,111 | $ | 12,293 | |||||
Software | 10,508 | 9,145 | |||||||
Furniture and fixtures | 3,024 | 2,780 | |||||||
Leasehold improvements | 1,796 | 1,862 | |||||||
Internal software development costs | 23,603 | 21,108 | |||||||
54,042 | 47,188 | ||||||||
Less: Accumulated depreciation and amortization | (42,916 | ) | (37,481 | ) | |||||
$ | 11,126 | $ | 9,707 | ||||||
Accrued Liabilities | ' | ||||||||
Accrued liabilities are comprised of the following (in thousands): | |||||||||
June 30, | |||||||||
2014 | 2013 | ||||||||
Accrued media costs | $ | 14,407 | $ | 14,657 | |||||
Accrued compensation and related expenses and taxes payable | 7,103 | 8,179 | |||||||
Accrued professional service and other business expenses | 6,344 | 8,067 | |||||||
Total accrued liabilities | $ | 27,854 | $ | 30,903 | |||||
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | ||||||
Jun. 30, 2014 | |||||||
Ziff Davis Enterprise [Member] | ' | ||||||
Aggregate Purchase Price Recorded | ' | ||||||
The results of the acquired assets of Ziff Davis Enterprise have been included in the consolidated financial statements since the acquisition date. | |||||||
Amount | |||||||
(in thousands) | |||||||
Cash | $ | 17,270 | |||||
Allocation of Purchase Price and Estimated Useful Lives of Assets Acquired | ' | ||||||
The following table summarizes the preliminary allocation of the purchase price and the estimated useful lives of the identifiable intangible assets acquired as of the date of the acquisition (in thousands): | |||||||
Estimated | Estimated | ||||||
Fair Value | Useful Life | ||||||
Liabilities assumed | $ | (255 | ) | ||||
Customer/publisher/advertiser relationships | 4,120 | 5 years | |||||
Content | 500 | 2 years | |||||
Website/trade/domain names | 4,630 | 5 years | |||||
Registered user database | 6,320 | 3 years | |||||
Goodwill | 1,955 | Indefinite | |||||
$ | 17,270 | ||||||
NarrowCast Group, LLC (IT Business Edge or ITBE) [Member] | ' | ||||||
Aggregate Purchase Price Recorded | ' | ||||||
The results of ITBE’s operations have been included in the consolidated financial statements since the acquisition date. | |||||||
Amount | |||||||
(in thousands) | |||||||
Cash | $ | 23,961 | |||||
Allocation of Purchase Price and Estimated Useful Lives of Assets Acquired | ' | ||||||
The following table summarizes the preliminary allocation of the purchase price and the estimated useful lives of the identifiable intangible assets acquired as of the date of the acquisition (in thousands): | |||||||
Estimated | Estimated | ||||||
Fair Value | Useful Life | ||||||
Tangible assets acquired | $ | 3,597 | |||||
Liabilities assumed | (1,868 | ) | |||||
Customer/publisher/advertiser relationships | 3,230 | 5 years | |||||
Content | 420 | 2 years | |||||
Website/trade/domain names | 2,220 | 5 years | |||||
Registered user database | 4,220 | 3 years | |||||
Noncompete agreements | 100 | 3 years | |||||
Goodwill | 12,042 | Indefinite | |||||
$ | 23,961 | ||||||
Online Publishing Businesses [Member] | ' | ||||||
Aggregate Purchase Price Recorded | ' | ||||||
The aggregate purchase price recorded was as follows (in thousands): | |||||||
Amount | |||||||
Cash | $ | 14,620 | |||||
Fair value of debt (net of $99 of imputed interest) | 9,696 | ||||||
$ | 24,316 | ||||||
Allocation of Purchase Price and Estimated Useful Lives of Assets Acquired | ' | ||||||
The goodwill is deductible for tax purposes. The following table summarizes the preliminary allocation of the purchase price and the estimated useful lives of the identifiable intangible assets acquired as of the date of the acquisition (in thousands): | |||||||
Estimated | Estimated | ||||||
Fair Value | Useful Life | ||||||
Customer/publisher/advertiser relationships | $ | 435 | 3-5 years | ||||
Content | 4,540 | 2-5 years | |||||
Website/trade/domain names | 1,250 | 4-8 years | |||||
Acquired technology and other | 561 | 4-5 years | |||||
Noncompete agreements | 87 | 1-3.5 years | |||||
Goodwill | 17,443 | Indefinite | |||||
$ | 24,316 |
Intangible_Assets_Net_and_Good1
Intangible Assets, Net and Goodwill (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Intangible Assets | ' | ||||||||||||||||||||||||
Intangible assets, net consisted of the following (in thousands): | |||||||||||||||||||||||||
June 30, 2014 | June 30, 2013 | ||||||||||||||||||||||||
Gross | Net | Gross | Net | ||||||||||||||||||||||
Carrying | Accumulated | Carrying | Carrying | Accumulated | Carrying | ||||||||||||||||||||
Amount | Amortization | Amount | Amount | Amortization | Amount | ||||||||||||||||||||
Customer/publisher/advertiser relationships | $ | 37,040 | $ | (31,185 | ) | $ | 5,855 | $ | 37,035 | $ | (28,321 | ) | $ | 8,714 | |||||||||||
Content | 62,196 | (50,348 | ) | 11,848 | 62,028 | (43,054 | ) | 18,974 | |||||||||||||||||
Website/trade/domain names | 31,652 | (21,482 | ) | 10,170 | 31,597 | (17,403 | ) | 14,194 | |||||||||||||||||
Acquired technology and others | 36,744 | (33,176 | ) | 3,568 | 36,425 | (27,821 | ) | 8,604 | |||||||||||||||||
$ | 167,632 | $ | (136,191 | ) | $ | 31,441 | $ | 167,085 | $ | (116,599 | ) | $ | 50,486 | ||||||||||||
Amortization Expense | ' | ||||||||||||||||||||||||
Amortization expense for the Company’s acquisition-related intangible assets as of June 30, 2014 for each of the next five years and thereafter is as follows (in thousands): | |||||||||||||||||||||||||
Year Ending June 30, | Amortization | ||||||||||||||||||||||||
2015 | $ | 12,512 | |||||||||||||||||||||||
2016 | 8,947 | ||||||||||||||||||||||||
2017 | 6,114 | ||||||||||||||||||||||||
2018 | 2,203 | ||||||||||||||||||||||||
2019 | 767 | ||||||||||||||||||||||||
Thereafter | 898 | ||||||||||||||||||||||||
$ | 31,441 | ||||||||||||||||||||||||
Changes in Carrying Amount of Goodwill | ' | ||||||||||||||||||||||||
The changes in the carrying amount of goodwill for fiscal years 2014 and 2013 were as follows (in thousands): | |||||||||||||||||||||||||
DMS | DSS | Total | |||||||||||||||||||||||
Balance at June 30, 2012 | $ | 241,818 | $ | 1,231 | $ | 243,049 | |||||||||||||||||||
Additions | — | — | — | ||||||||||||||||||||||
Other | (243 | ) | — | (243 | ) | ||||||||||||||||||||
Impairment | (92,350 | ) | — | (92,350 | ) | ||||||||||||||||||||
Balance at June 30, 2013 | $ | 149,225 | $ | 1,231 | $ | 150,456 | |||||||||||||||||||
Additions | 636 | — | 636 | ||||||||||||||||||||||
Other | — | — | — | ||||||||||||||||||||||
Impairment | (94,410 | ) | (1,231 | ) | (95,641 | ) | |||||||||||||||||||
Balance at June 30, 2014 | $ | 55,451 | $ | — | $ | 55,451 | |||||||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Components of (Loss) Income Before Income Taxes | ' | ||||||||||||
The components of (loss) income before income taxes are as follows (in thousands): | |||||||||||||
Fiscal Year Ended June 30, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
US | $ | (109,257 | ) | $ | (89,087 | ) | $ | 23,957 | |||||
Foreign | (938 | ) | (4,886 | ) | 175 | ||||||||
$ | (110,195 | ) | $ | (93,973 | ) | $ | 24,132 | ||||||
Components of the Provision for (Benefit from) Taxes | ' | ||||||||||||
The components of the provision for (benefit from) taxes are as follows (in thousands): | |||||||||||||
Fiscal Year Ended June 30, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Current | |||||||||||||
Federal | $ | (8,885 | ) | $ | 3,388 | $ | 10,417 | ||||||
State | (374 | ) | 577 | 413 | |||||||||
Foreign | 361 | 365 | 291 | ||||||||||
Total current provision for income taxes | (8,898 | ) | 4,330 | 11,121 | |||||||||
Deferred | |||||||||||||
Federal | $ | 42,842 | $ | (29,763 | ) | $ | (719 | ) | |||||
State | 2,265 | (1,249 | ) | 664 | |||||||||
Foreign | — | 81 | 65 | ||||||||||
Total deferred provision for (benefit from) income taxes | 45,107 | (30,931 | ) | 10 | |||||||||
Provision for (benefit from) income taxes | $ | 36,209 | $ | (26,601 | ) | $ | 11,131 | ||||||
Reconciliation Between Statutory Federal Income Tax and Company's Effective Tax Rates as Percentage of Income Before Income Taxes | ' | ||||||||||||
The reconciliation between the statutory federal income tax and the Company’s effective tax rates as a percentage of income before income taxes is as follows: | |||||||||||||
Fiscal Year Ended | |||||||||||||
June 30, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Federal tax rate | 34 | % | 35 | % | 35 | % | |||||||
States taxes, net of federal benefit | 2.4 | % | 0.9 | % | 3.7 | % | |||||||
Foreign rate differential | (0.6 | )% | (1.1 | )% | — | ||||||||
Stock-based compensation expense | (3.6 | )% | (1.7 | )% | 8.2 | % | |||||||
Change in valuation allowance | (60.5 | )% | (1.0 | )% | — | ||||||||
Impairment of goodwill | (4.3 | )% | (4.6 | )% | — | ||||||||
Research and development credits | 0.3 | % | — | — | |||||||||
Other | (0.7 | )% | 0.8 | % | (0.8 | )% | |||||||
Effective income tax rate | (32.8 | )% | 28.3 | % | 46.1 | % | |||||||
Components of Current and Long-Term Deferred Tax Assets, Net | ' | ||||||||||||
The components of the current and long-term deferred tax assets, net are as follows (in thousands): | |||||||||||||
Fiscal Year Ended | |||||||||||||
June 30, | |||||||||||||
2014 | 2013 | ||||||||||||
Current: | |||||||||||||
Reserves and accruals | $ | 2,686 | $ | 2,883 | |||||||||
Stock options | 2,035 | 2,647 | |||||||||||
Deferred revenue | — | 95 | |||||||||||
Intangible assets | — | — | |||||||||||
Other | 91 | 1,128 | |||||||||||
Net operating loss | — | — | |||||||||||
Total current deferred tax assets | 4,812 | 6,753 | |||||||||||
Valuation allowance - ST | (4,589 | ) | — | ||||||||||
Current deferred tax assets, net | $ | 223 | $ | 6,753 | |||||||||
Noncurrent: | |||||||||||||
Reserves and accruals | $ | 1,309 | $ | 2,067 | |||||||||
Stock options | 6,106 | 7,942 | |||||||||||
Intangible assets | 57,083 | 32,669 | |||||||||||
Net operating loss | 255 | — | |||||||||||
Fixed assets | (1,193 | ) | (1,442 | ) | |||||||||
Foreign | — | — | |||||||||||
Tax Credits | 1,568 | — | |||||||||||
Other | 167 | — | |||||||||||
Total noncurrent deferred tax assets | 65,295 | 41,236 | |||||||||||
Valuation allowance - LT | (63,583 | ) | (947 | ) | |||||||||
Noncurrent deferred tax assets, net | $ | 1,712 | $ | 40,289 | |||||||||
Total deferred tax assets, net | $ | 1,935 | $ | 47,042 | |||||||||
Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits | ' | ||||||||||||
A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands): | |||||||||||||
Fiscal Year | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Balance at the beginning of the year | $ | 2,692 | $ | 2,436 | $ | 2,312 | |||||||
Gross increases - current period tax positions | 379 | 389 | 351 | ||||||||||
Gross increases - prior period tax positions | 323 | 132 | — | ||||||||||
Reductions as a result of lapsed statute of limitations | (317 | ) | (265 | ) | (227 | ) | |||||||
Balance at the end of the year | $ | 3,077 | $ | 2,692 | $ | 2,436 | |||||||
Debt_Tables
Debt (Tables) | 12 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Maturities of Debt | ' | ||||||||
The maturities of debt as of June 30, 2014 were as follows (in thousands): | |||||||||
Year Ending June 30, | Promissory | Second Loan | |||||||
Notes | Agreement | ||||||||
2015 | $ | 560 | $ | 17,500 | |||||
2016 | 50 | 20,000 | |||||||
2017 | — | 40,000 | |||||||
2018 | — | — | |||||||
2019 | — | — | |||||||
610 | 77,500 | ||||||||
Less: imputed interest and unamortized discounts | (7 | ) | (840 | ) | |||||
Less: current portion | (556 | ) | (17,142 | ) | |||||
Noncurrent portion of debt | $ | 47 | $ | 59,518 | |||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Jun. 30, 2014 | |||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||
Future Annual Minimum Lease Payments under Noncancelable Operating Leases | ' | ||||
Future annual minimum lease payments under all noncancelable operating leases as of June 30, 2014 were as follows (in thousands): | |||||
Year Ending June 30, | Operating | ||||
Leases | |||||
2015 | $ | 3,541 | |||
2016 | 3,582 | ||||
2017 | 3,125 | ||||
2018 | 3,062 | ||||
2019 | 1,099 | ||||
$ | 14,409 | ||||
Stock_Benefit_Plans_Tables
Stock Benefit Plans (Tables) | 12 Months Ended | ||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||||||
Schedule of Weighted Average Black-Scholes Model Assumptions and Weighted Average Date of Grant Fair Value of Employee Stock Options | ' | ||||||||||||||||||||
The weighted average Black-Scholes model assumptions and the weighted average grant date fair value of employee stock options in fiscal years 2014, 2013 and 2012 were as follows: | |||||||||||||||||||||
Fiscal Year Ended June 30, | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
Expected term (in years) | 4.6 | 4.6 | 4.6 | ||||||||||||||||||
Expected volatility | 48 | % | 54 | % | 55 | % | |||||||||||||||
Expected dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||||||
Risk-free interest rate | 1.4 | % | 0.7 | % | 1.1 | % | |||||||||||||||
Grant date fair value | $ | 3.67 | $ | 3.82 | $ | 5.31 | |||||||||||||||
Stock Option Award Activity | ' | ||||||||||||||||||||
The following table summarizes the stock option award activity under the Plans from June 30, 2012 to June 30, 2014: | |||||||||||||||||||||
Shares | Weighted | Weighted | Aggregate | ||||||||||||||||||
Average | Average | Intrinsic | |||||||||||||||||||
Exercise | Remaining | Value | |||||||||||||||||||
Price | Contractual Life | (in thousands) | |||||||||||||||||||
(in years) | |||||||||||||||||||||
Outstanding at June 30, 2012 | 9,712,316 | $ | 10.62 | ||||||||||||||||||
Granted | 1,450,662 | 8.52 | |||||||||||||||||||
Exercised | (120,508 | ) | 3.79 | ||||||||||||||||||
Forfeited | (612,138 | ) | 10.87 | ||||||||||||||||||
Expired | (390,882 | ) | 12.65 | ||||||||||||||||||
Outstanding at June 30, 2013 | 10,039,450 | $ | 10.31 | 3.39 | $ | 5,693,691 | |||||||||||||||
Granted | 1,449,608 | $ | 8.98 | ||||||||||||||||||
Exercised | (731,936 | ) | 4.99 | ||||||||||||||||||
Forfeited | (790,175 | ) | 10.75 | ||||||||||||||||||
Expired | (2,454,355 | ) | 10.93 | ||||||||||||||||||
Outstanding at June 30, 2014 | 7,512,592 | $ | 10.32 | 3.27 | $ | 225,182 | |||||||||||||||
Vested and expected-to-vest at June 30, 2014 (1) | 7,262,396 | $ | 10.37 | 3.18 | $ | 225,182 | |||||||||||||||
Vested and exercisable at June 30, 2014 | 5,697,399 | $ | 10.64 | 2.51 | $ | 225,182 | |||||||||||||||
(1) | The expected-to-vest options are the result of applying the pre-vesting forfeiture assumption to total outstanding options. | ||||||||||||||||||||
Schedule of Share Based Compensation Options Outstanding and Exercisable By Price Range | ' | ||||||||||||||||||||
The following table summarizes additional information regarding outstanding and exercisable stock options at June 30, 2014. | |||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||
Range or Exercise Prices | Number of Shares | Weighted | Weighted | Number of Shares | Weighted | ||||||||||||||||
Average | Average | Average | |||||||||||||||||||
Remaining | Exercise Price | Exercise Price | |||||||||||||||||||
Contractual Term | |||||||||||||||||||||
$4.60-$6.90 | 801,563 | 3.67 | $ | 5.76 | 544,039 | $ | 5.63 | ||||||||||||||
$7.01-$9.00 | 254,719 | 3.26 | $ | 8.2 | 180,719 | $ | 8.17 | ||||||||||||||
$9.01-$9.01 | 1,382,452 | 1.68 | $ | 9.01 | 1,382,452 | $ | 9.01 | ||||||||||||||
$9.23-$9.44 | 381,274 | 4.29 | $ | 9.34 | 306,270 | $ | 9.34 | ||||||||||||||
$9.55-$9.55 | 790,750 | 6.07 | $ | 9.55 | — | $ | — | ||||||||||||||
$9.64-$9.91 | 755,205 | 4.72 | $ | 9.67 | 404,420 | $ | 9.7 | ||||||||||||||
$10.28-$10.28 | 955,053 | 0.96 | $ | 10.28 | 955,053 | $ | 10.28 | ||||||||||||||
$10.34-$11.26 | 436,231 | 3.1 | $ | 10.85 | 427,261 | $ | 10.84 | ||||||||||||||
$11.67-$11.67 | 848,350 | 4.09 | $ | 11.67 | 598,256 | $ | 11.67 | ||||||||||||||
$12.43-$19.00 | 906,995 | 3.04 | $ | 17.11 | 898,929 | $ | 17.13 | ||||||||||||||
$4.60-$19.00 | 7,512,592 | 3.27 | $ | 10.32 | 5,697,399 | $ | 10.64 | ||||||||||||||
Schedule of Total Intrinsic Value, Cash Received and Actual Tax Benefit of All Options Exercised | ' | ||||||||||||||||||||
The following table summarizes the total intrinsic value, the cash received and the actual tax benefit of all options exercised during fiscal years 2014, 2013 and 2012: | |||||||||||||||||||||
Fiscal Year Ended June 30, | |||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||
Intrinsic value | $ | 1,875 | $ | 423 | $ | 1,197 | |||||||||||||||
Cash received | 3,652 | 457 | 4,697 | ||||||||||||||||||
Tax benefit | (470 | ) | 113 | 511 | |||||||||||||||||
Schedule of Restricted Stock Unit Activity | ' | ||||||||||||||||||||
The following table summarizes the restricted stock unit activity under the Plans from June 30, 2012 to June 30, 2014: | |||||||||||||||||||||
Shares | Weighted | Weighted | Aggregate | ||||||||||||||||||
Average | Average | Intrinsic | |||||||||||||||||||
Grant Date | Remaining | Value | |||||||||||||||||||
Fair Value | Contractual Life | (in thousands) | |||||||||||||||||||
(in years) | |||||||||||||||||||||
Outstanding at June 30, 2012 | 379,555 | $ | 13.76 | 1.95 | $ | 3,515 | |||||||||||||||
Granted | 1,658,613 | 8.75 | |||||||||||||||||||
Vested | (87,578 | ) | 6.95 | ||||||||||||||||||
Forfeited | (290,381 | ) | 10.41 | ||||||||||||||||||
Outstanding at June 30, 2013 | 1,660,209 | $ | 9.7 | 1.47 | $ | 14,328 | |||||||||||||||
Granted | 1,049,276 | 9.11 | |||||||||||||||||||
Vested | (650,254 | ) | 7.81 | ||||||||||||||||||
Forfeited | (411,894 | ) | 9.57 | ||||||||||||||||||
Outstanding at June 30, 2014 | 1,647,337 | $ | 10.1 | 1.32 | $ | 9,077 | |||||||||||||||
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | ||||||||||||
Jun. 30, 2014 | |||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||
Summarized Information by Segment | ' | ||||||||||||
Summarized information by segment was as follows (in thousands): | |||||||||||||
Fiscal Year Ended June 30, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Net revenue by segment: | |||||||||||||
DMS | $ | 281,490 | $ | 304,085 | $ | 369,023 | |||||||
All other | 1,059 | 1,016 | 1,445 | ||||||||||
Total net revenue | 282,549 | 305,101 | 370,468 | ||||||||||
Segment operating income before depreciation, amortization, stock-based compensation expense, and goodwill impairment: | |||||||||||||
DMS | 23,558 | 47,316 | 71,840 | ||||||||||
All other | 631 | 556 | 808 | ||||||||||
Total segment operating income before depreciation, amortization, stock-based compensation expense, and goodwill impairment | 24,189 | 47,872 | 72,648 | ||||||||||
Depreciation and amortization | (26,097 | ) | (32,325 | ) | (31,150 | ) | |||||||
Stock-based compensation expense | (10,429 | ) | (12,016 | ) | (12,996 | ) | |||||||
Impairment of goodwill | (95,641 | ) | (92,350 | ) | — | ||||||||
Total operating (loss) income | $ | (107,978 | ) | $ | (88,819 | ) | $ | 28,502 | |||||
Net Revenue and Long-Lived Assets by Geographic Area | ' | ||||||||||||
The following tables set forth net revenue and long-lived assets by geographic area (in thousands): | |||||||||||||
Fiscal Year Ended June 30, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Net revenue: | |||||||||||||
United States | $ | 278,791 | $ | 302,178 | $ | 369,081 | |||||||
International | 3,758 | 2,923 | 1,387 | ||||||||||
Total net revenue | $ | 282,549 | $ | 305,101 | $ | 370,468 | |||||||
June 30, | June 30, | ||||||||||||
2014 | 2013 | ||||||||||||
Property and equipment, net: | |||||||||||||
United States | $ | 10,878 | $ | 9,502 | |||||||||
International | 248 | 205 | |||||||||||
Total property and equipment, net | $ | 11,126 | $ | 9,707 | |||||||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | |||
Clients | Clients | |||||
Segment | ||||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ' | ' | ' | ' | ||
Number of clients accounted for 10% or more of net accounts receivable | ' | 0 | 0 | ' | ||
Percentage of net accounts receivable from major clients | ' | 10.00% | 10.00% | ' | ||
U.S municipal securities and certificates of deposits maturity period | ' | '90 days | ' | ' | ||
Maximum period for classifying as cash and cash equivalents | ' | '3 months | ' | ' | ||
Costs incurred in development phase are capitalized and amortized period | ' | '6 months | ' | ' | ||
Software capitalized amount | ' | $2,500,000 | $2,500,000 | $1,900,000 | ||
Number of reportable operating segments | ' | 2 | ' | ' | ||
Impairment charges recorded | ' | 95,641,000 | [1] | 92,350,000 | [1] | ' |
Impairment charges related to long-lived assets | 0 | ' | ' | ' | ||
Advertising costs | ' | 1,100,000 | 0 | 200,000 | ||
Software Development [Member] | ' | ' | ' | ' | ||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ' | ' | ' | ' | ||
Estimated useful lives of the assets | ' | '2 years | ' | ' | ||
DMS [Member] | ' | ' | ' | ' | ||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ' | ' | ' | ' | ||
Percentage of revenue | ' | 99.00% | 99.00% | 99.00% | ||
DSS [Member] | ' | ' | ' | ' | ||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ' | ' | ' | ' | ||
Percentage of revenue | ' | 1.00% | 1.00% | 1.00% | ||
Impairment charges recorded | ' | $1,200,000 | ' | ' | ||
[1] | Cost of revenue and operating expenses include stock-based compensation expense as follows: Cost of revenue $ 2,767 $ 3,930 $ 4,293 Product development 2,429 2,765 2,570 Sales and marketing 2,937 3,264 3,096 General and administrative 2,296 2,057 3,037 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Estimated Useful Lives of the Assets (Detail) | 12 Months Ended |
Jun. 30, 2014 | |
Computer equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives of the assets | '3 years |
Software [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives of the assets | '3 years |
Furniture and fixtures [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives of the assets | '3 years |
Furniture and fixtures [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives of the assets | '5 years |
Leasehold improvements [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated useful lives of Leasehold improvement | 'the shorter of the lease term or the estimated useful lives of the improvements |
Net_Loss_Income_per_Share_Calc
Net (Loss) Income per Share - Calculation of Basic and Diluted Net (Loss) Income Per Share (Detail) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 |
Basic and Diluted: | ' | ' | ' |
Net (loss) income | ($146,404) | ($67,372) | $13,001 |
Weighted average shares of common stock used in computing basic and diluted net (loss) income per share | 43,528 | 42,816 | 45,846 |
Diluted: | ' | ' | ' |
Weighted average shares of common stock used in computing basic net (loss) income per share | 43,528 | 42,816 | 45,846 |
Weighted average effect of dilutive securities: | ' | ' | ' |
Weighted average shares of common stock used in computing diluted net (loss) income per share | 43,528 | 42,816 | 46,859 |
Net (loss) income per share: | ' | ' | ' |
Basic | ($3.36) | ($1.57) | $0.28 |
Diluted | ($3.36) | ($1.57) | $0.28 |
Securities excluded from weighted average shares used in computing diluted net loss per share because the effect would have been anti-dilutive: | 8,843 | 9,417 | 6,749 |
Stock options [Member] | ' | ' | ' |
Weighted average effect of dilutive securities: | ' | ' | ' |
Weighted average effect of dilutive securities | ' | ' | 1,004 |
Restricted stock units [Member] | ' | ' | ' |
Weighted average effect of dilutive securities: | ' | ' | ' |
Weighted average effect of dilutive securities | ' | ' | 9 |
Fair_Value_Measurements_and_Ma2
Fair Value Measurements and Marketable Securities - Schedule of Company's Financial Assets and Liabilities (Detail) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Assets: | ' | ' |
Assets, Fair Value Measurements | $77,750 | $80,932 |
Liabilities: | ' | ' |
Liabilities, Fair Value Measurements | 77,893 | 93,332 |
Promissory Notes [Member] | ' | ' |
Liabilities: | ' | ' |
Liabilities, Fair Value Measurements | 603 | 3,875 |
Term loan [Member] | ' | ' |
Liabilities: | ' | ' |
Liabilities, Fair Value Measurements | 76,660 | 88,802 |
Interest rate swap [Member] | ' | ' |
Liabilities: | ' | ' |
Liabilities, Fair Value Measurements | 630 | 655 |
U.S. municipal securities [Member] | ' | ' |
Assets: | ' | ' |
Assets, Fair Value Measurements | 12,816 | 25,544 |
Certificates of deposit [Member] | ' | ' |
Assets: | ' | ' |
Assets, Fair Value Measurements | 26,293 | 16,923 |
Money market funds [Member] | ' | ' |
Assets: | ' | ' |
Assets, Fair Value Measurements | 38,641 | 38,465 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ' | ' |
Assets: | ' | ' |
Assets, Fair Value Measurements | 38,641 | 38,465 |
Liabilities: | ' | ' |
Liabilities, Fair Value Measurements | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Promissory Notes [Member] | ' | ' |
Liabilities: | ' | ' |
Liabilities, Fair Value Measurements | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Term loan [Member] | ' | ' |
Liabilities: | ' | ' |
Liabilities, Fair Value Measurements | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Interest rate swap [Member] | ' | ' |
Liabilities: | ' | ' |
Liabilities, Fair Value Measurements | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | U.S. municipal securities [Member] | ' | ' |
Assets: | ' | ' |
Assets, Fair Value Measurements | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Certificates of deposit [Member] | ' | ' |
Assets: | ' | ' |
Assets, Fair Value Measurements | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money market funds [Member] | ' | ' |
Assets: | ' | ' |
Assets, Fair Value Measurements | 38,641 | 38,465 |
Significant Other Observable Inputs (Level 2) [Member] | ' | ' |
Assets: | ' | ' |
Assets, Fair Value Measurements | 39,109 | 42,467 |
Liabilities: | ' | ' |
Liabilities, Fair Value Measurements | 77,893 | 93,332 |
Significant Other Observable Inputs (Level 2) [Member] | Promissory Notes [Member] | ' | ' |
Liabilities: | ' | ' |
Liabilities, Fair Value Measurements | 603 | 3,875 |
Significant Other Observable Inputs (Level 2) [Member] | Term loan [Member] | ' | ' |
Liabilities: | ' | ' |
Liabilities, Fair Value Measurements | 76,660 | 88,802 |
Significant Other Observable Inputs (Level 2) [Member] | Interest rate swap [Member] | ' | ' |
Liabilities: | ' | ' |
Liabilities, Fair Value Measurements | 630 | 655 |
Significant Other Observable Inputs (Level 2) [Member] | U.S. municipal securities [Member] | ' | ' |
Assets: | ' | ' |
Assets, Fair Value Measurements | 12,816 | 25,544 |
Significant Other Observable Inputs (Level 2) [Member] | Certificates of deposit [Member] | ' | ' |
Assets: | ' | ' |
Assets, Fair Value Measurements | 26,293 | 16,923 |
Significant Other Observable Inputs (Level 2) [Member] | Money market funds [Member] | ' | ' |
Assets: | ' | ' |
Assets, Fair Value Measurements | $0 | $0 |
Fair_Value_Measurements_and_Ma3
Fair Value Measurements and Marketable Securities - Schedule of Unrealized Gains and Losses Related to Available-for-Sale Securities (Detail) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Gross Amortized Cost | $77,783 | $80,948 |
Gross Unrealized Gains | 4 | 6 |
Gross Unrealized Losses | 37 | 22 |
Estimated Fair Value | 77,750 | 80,932 |
U.S. municipal securities [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Gross Amortized Cost | 12,812 | 25,538 |
Gross Unrealized Gains | 4 | 6 |
Estimated Fair Value | 12,816 | 25,544 |
Certificates of deposit [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Gross Amortized Cost | 26,330 | 16,945 |
Gross Unrealized Losses | 37 | 22 |
Estimated Fair Value | 26,293 | 16,923 |
Money market funds [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Gross Amortized Cost | 38,641 | 38,465 |
Estimated Fair Value | $38,641 | $38,465 |
Balance_Sheet_Components_Accou
Balance Sheet Components - Accounts Receivable, Net (Detail) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Accounts Receivable Net Current [Abstract] | ' | ' |
Accounts receivable | $43,901 | $40,417 |
Less: Allowance for doubtful accounts | -364 | -264 |
Less: Allowance for sales returns | -1,558 | -1,762 |
Accounts receivable, net | $41,979 | $38,391 |
Balance_Sheet_Components_Prope
Balance Sheet Components - Property and Equipment, Net (Detail) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment, gross | $54,042 | $47,188 |
Less: Accumulated depreciation and amortization | -42,916 | -37,481 |
Property and equipment, net | 11,126 | 9,707 |
Computer equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment, gross | 15,111 | 12,293 |
Software [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment, gross | 10,508 | 9,145 |
Furniture and fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment, gross | 3,024 | 2,780 |
Leasehold improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment, gross | 1,796 | 1,862 |
Internal software development costs [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and Equipment, gross | $23,603 | $21,108 |
Balance_Sheet_Components_Addit
Balance Sheet Components - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 |
Property Plant And Equipment Useful Life And Values [Abstract] | ' | ' | ' |
Depreciation expense | $3.90 | $3.30 | $3.30 |
Amortization expense related to internal software development costs | $2.60 | $2.20 | $1.90 |
Balance_Sheet_Components_Accru
Balance Sheet Components - Accrued Liabilities (Detail) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Payables And Accruals [Abstract] | ' | ' |
Accrued media costs | $14,407 | $14,657 |
Accrued compensation and related expenses and taxes payable | 7,103 | 8,179 |
Accrued professional service and other business expenses | 6,344 | 8,067 |
Total accrued liabilities | $27,854 | $30,903 |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2012 | Feb. 03, 2012 | Aug. 25, 2011 | Aug. 25, 2011 | Dec. 31, 2013 | Jun. 30, 2012 | |
Acquisition | Ziff Davis Enterprise [Member] | NarrowCast Group, LLC (IT Business Edge or ITBE) [Member] | NarrowCast Group, LLC (IT Business Edge or ITBE) [Member] | Online Publishing Businesses [Member] | Online Publishing Businesses [Member] | |||
Acquisition | ||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Cash paid for acquisition | ' | $875,000 | $60,075,000 | $17,270,000 | $23,961,000 | ' | $900,000 | $14,620,000 |
Number of online publishing businesses acquired | 1 | ' | ' | ' | ' | ' | ' | 11 |
Percentage of outstanding shares acquired | ' | ' | ' | ' | ' | 100.00% | ' | ' |
Non-interest-bearing, promissory notes issued as consideration for business acquisition | ' | ' | ' | ' | ' | ' | ' | 3,100,000 |
Secured promissory notes maturity period | ' | '2 years | ' | ' | ' | ' | ' | ' |
Non-interest-bearing, unsecured promissory notes issued as consideration for business acquisition | ' | ' | ' | ' | ' | ' | ' | 2,100,000 |
Unsecured promissory notes maturity period | ' | '1 year | ' | ' | ' | ' | ' | ' |
Earn-out payments related to prior period acquisition | ' | ' | ' | ' | ' | ' | ' | $4,600,000 |
Acquisitions_Aggregate_Purchas
Acquisitions - Aggregate Purchase Price Recorded (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2012 | Feb. 03, 2012 |
Ziff Davis Enterprise [Member] | |||
Business Acquisition [Line Items] | ' | ' | ' |
Cash | $875 | $60,075 | $17,270 |
Acquisitions_Allocation_of_Pur
Acquisitions - Allocation of Purchase Price and Estimated Useful Lives of Assets Acquired - Ziff Davis Enterprise (Detail) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2014 | Feb. 03, 2012 | Jun. 30, 2014 | Feb. 03, 2012 | Jun. 30, 2014 | Feb. 03, 2012 | Jun. 30, 2014 | Feb. 03, 2012 | Jun. 30, 2014 | Feb. 03, 2012 |
In Thousands, unless otherwise specified | Ziff Davis Enterprise [Member] | Ziff Davis Enterprise [Member] | Ziff Davis Enterprise [Member] | Ziff Davis Enterprise [Member] | Ziff Davis Enterprise [Member] | Ziff Davis Enterprise [Member] | Ziff Davis Enterprise [Member] | Ziff Davis Enterprise [Member] | Ziff Davis Enterprise [Member] | Ziff Davis Enterprise [Member] | |||
Customer/publisher/advertiser relationships [Member] | Customer/publisher/advertiser relationships [Member] | Content [Member] | Content [Member] | Website/trade/domain names [Member] | Website/trade/domain names [Member] | Registered user database [Member] | Registered user database [Member] | ||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liabilities assumed | ' | ' | ' | ' | ($255) | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated fair value of intangible assets acquired | ' | ' | ' | ' | ' | ' | 4,120 | ' | 500 | ' | 4,630 | ' | 6,320 |
Goodwill | 55,451 | 150,456 | 243,049 | ' | 1,955 | ' | ' | ' | ' | ' | ' | ' | ' |
Total | ' | ' | ' | ' | $17,270 | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated useful lives of the assets | ' | ' | ' | ' | ' | '5 years | ' | '2 years | ' | '5 years | ' | '3 years | ' |
Estimate useful life of goodwill | ' | ' | ' | 'Indefinite | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisitions_Aggregate_Purchas1
Acquisitions - Aggregate Purchase Price Recorded - NarrowCast Group, LLC (IT Business Edge or ITBE) (Detail) (USD $) | 12 Months Ended | 0 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2012 | Aug. 25, 2011 |
NarrowCast Group, LLC (IT Business Edge or ITBE) [Member] | |||
Acquisitions [Line Items] | ' | ' | ' |
Cash | $875 | $60,075 | $23,961 |
Acquisitions_Allocation_of_Pur1
Acquisitions - Allocation of Purchase Price and Estimated Useful Lives of Assets Acquired - NarrowCast Group, LLC (IT Business Edge or ITBE) (Detail) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2014 | Aug. 25, 2011 | Jun. 30, 2014 | Aug. 25, 2011 | Jun. 30, 2014 | Aug. 25, 2011 | Jun. 30, 2014 | Aug. 25, 2011 | Jun. 30, 2014 | Aug. 25, 2011 | Jun. 30, 2014 | Aug. 25, 2011 |
In Thousands, unless otherwise specified | NarrowCast Group, LLC (IT Business Edge or ITBE) [Member] | NarrowCast Group, LLC (IT Business Edge or ITBE) [Member] | NarrowCast Group, LLC (IT Business Edge or ITBE) [Member] | NarrowCast Group, LLC (IT Business Edge or ITBE) [Member] | NarrowCast Group, LLC (IT Business Edge or ITBE) [Member] | NarrowCast Group, LLC (IT Business Edge or ITBE) [Member] | NarrowCast Group, LLC (IT Business Edge or ITBE) [Member] | NarrowCast Group, LLC (IT Business Edge or ITBE) [Member] | NarrowCast Group, LLC (IT Business Edge or ITBE) [Member] | NarrowCast Group, LLC (IT Business Edge or ITBE) [Member] | NarrowCast Group, LLC (IT Business Edge or ITBE) [Member] | NarrowCast Group, LLC (IT Business Edge or ITBE) [Member] | |||
Customer/publisher/advertiser relationships [Member] | Customer/publisher/advertiser relationships [Member] | Content [Member] | Content [Member] | Website/trade/domain names [Member] | Website/trade/domain names [Member] | Registered user database [Member] | Registered user database [Member] | Noncompete agreements [Member] | Noncompete agreements [Member] | ||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Tangible assets acquired | ' | ' | ' | ' | $3,597 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liabilities assumed | ' | ' | ' | ' | -1,868 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated fair value of intangible assets acquired | ' | ' | ' | ' | ' | ' | 3,230 | ' | 420 | ' | 2,220 | ' | 4,220 | ' | 100 |
Goodwill | 55,451 | 150,456 | 243,049 | ' | 12,042 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total | ' | ' | ' | ' | $23,961 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated useful lives of the assets | ' | ' | ' | ' | ' | '5 years | ' | '2 years | ' | '5 years | ' | '3 years | ' | '3 years | ' |
Estimate useful life of goodwill | ' | ' | ' | 'Indefinite | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisitions_Aggregate_Purchas2
Acquisitions - Aggregate Purchase Price Recorded - Online Publishing Business (Detail) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2012 | Dec. 31, 2013 | Jun. 30, 2012 |
Online Publishing Businesses [Member] | Online Publishing Businesses [Member] | |||
Business Acquisition [Line Items] | ' | ' | ' | ' |
Cash | $875 | $60,075 | $900 | $14,620 |
Fair value of debt | ' | ' | ' | 9,696 |
Total | ' | ' | ' | $24,316 |
Acquisitions_Aggregate_Purchas3
Acquisitions - Aggregate Purchase Price Recorded - Online Publishing Business (Parenthetical) (Detail) (Online Publishing Businesses [Member], USD $) | Jun. 30, 2012 |
In Thousands, unless otherwise specified | |
Online Publishing Businesses [Member] | ' |
Business Acquisition [Line Items] | ' |
Imputed interest | $99 |
Acquisitions_Allocation_of_Pur2
Acquisitions - Allocation of Purchase Price and Estimated Useful Lives of Assets Acquired - Online Publishing Business (Detail) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2012 | Jun. 30, 2014 | Jun. 30, 2012 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2012 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2012 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2012 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2012 | Jun. 30, 2014 | Jun. 30, 2014 |
In Thousands, unless otherwise specified | Online Publishing Businesses [Member] | Online Publishing Businesses [Member] | Online Publishing Businesses [Member] | Online Publishing Businesses [Member] | Online Publishing Businesses [Member] | Online Publishing Businesses [Member] | Online Publishing Businesses [Member] | Online Publishing Businesses [Member] | Online Publishing Businesses [Member] | Online Publishing Businesses [Member] | Online Publishing Businesses [Member] | Online Publishing Businesses [Member] | Online Publishing Businesses [Member] | Online Publishing Businesses [Member] | Online Publishing Businesses [Member] | Online Publishing Businesses [Member] | Online Publishing Businesses [Member] | |||
Minimum [Member] | Customer/publisher/advertiser relationships [Member] | Customer/publisher/advertiser relationships [Member] | Customer/publisher/advertiser relationships [Member] | Content [Member] | Content [Member] | Content [Member] | Website/trade/domain names [Member] | Website/trade/domain names [Member] | Website/trade/domain names [Member] | Acquired Technology and Others [Member] | Acquired Technology and Others [Member] | Acquired Technology and Others [Member] | Noncompete agreements [Member] | Noncompete agreements [Member] | Noncompete agreements [Member] | |||||
Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | |||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated fair value of intangible assets acquired | ' | ' | ' | ' | ' | $435 | ' | ' | $4,540 | ' | ' | $1,250 | ' | ' | $561 | ' | ' | $87 | ' | ' |
Goodwill | 55,451 | 150,456 | 243,049 | 17,443 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total | ' | ' | ' | $24,316 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated useful lives of the assets | ' | ' | ' | ' | ' | ' | '3 years | '5 years | ' | '2 years | '5 years | ' | '4 years | '8 years | ' | '4 years | '5 years | ' | '1 year | '3 years 6 months |
Estimate useful life of goodwill | ' | ' | ' | ' | 'Indefinite | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible_Assets_Net_and_Good2
Intangible Assets, Net and Goodwill - Intangible Assets (Detail) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | $167,632 | $167,085 |
Accumulated Amortization | -136,191 | -116,599 |
Net Carrying Amount | 31,441 | 50,486 |
Customer/publisher/advertiser relationships [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 37,040 | 37,035 |
Accumulated Amortization | -31,185 | -28,321 |
Net Carrying Amount | 5,855 | 8,714 |
Content [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 62,196 | 62,028 |
Accumulated Amortization | -50,348 | -43,054 |
Net Carrying Amount | 11,848 | 18,974 |
Website/trade/domain names [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 31,652 | 31,597 |
Accumulated Amortization | -21,482 | -17,403 |
Net Carrying Amount | 10,170 | 14,194 |
Acquired Technology and Others [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 36,744 | 36,425 |
Accumulated Amortization | -33,176 | -27,821 |
Net Carrying Amount | $3,568 | $8,604 |
Intangible_Assets_Net_and_Good3
Intangible Assets, Net and Goodwill - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2012 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 |
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' | ' | ' |
Amortization of intangible assets | ' | $19.60 | $26.80 | $26 |
Patents | 4.9 | ' | ' | ' |
Cost of revenue | $2.40 | ' | ' | ' |
Intangible_Assets_Net_and_Good4
Intangible Assets, Net and Goodwill - Amortization Expense (Detail) (USD $) | Jun. 30, 2014 |
In Thousands, unless otherwise specified | |
Goodwill And Intangible Assets Disclosure [Abstract] | ' |
2015 | $12,512 |
2016 | 8,947 |
2017 | 6,114 |
2018 | 2,203 |
2019 | 767 |
Thereafter | 898 |
Net Carrying Amount | $31,441 |
Intangible_Assets_Net_and_Good5
Intangible Assets, Net and Goodwill - Changes in Carrying Amount of Goodwill (Detail) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | ||
Goodwill [Line Items] | ' | ' | ||
Goodwill, Beginning | $150,456 | $243,049 | ||
Additions | 636 | 0 | ||
Other | 0 | -243 | ||
Impairment | -95,641 | [1] | -92,350 | [1] |
Goodwill, Ending | 55,451 | 150,456 | ||
DMS [Member] | ' | ' | ||
Goodwill [Line Items] | ' | ' | ||
Goodwill, Beginning | 149,225 | 241,818 | ||
Additions | 636 | 0 | ||
Other | 0 | -243 | ||
Impairment | -94,410 | -92,350 | ||
Goodwill, Ending | 55,451 | 149,225 | ||
DSS [Member] | ' | ' | ||
Goodwill [Line Items] | ' | ' | ||
Goodwill, Beginning | 1,231 | 1,231 | ||
Additions | 0 | 0 | ||
Other | 0 | 0 | ||
Impairment | -1,231 | 0 | ||
Goodwill, Ending | $0 | $1,231 | ||
[1] | Cost of revenue and operating expenses include stock-based compensation expense as follows: Cost of revenue $ 2,767 $ 3,930 $ 4,293 Product development 2,429 2,765 2,570 Sales and marketing 2,937 3,264 3,096 General and administrative 2,296 2,057 3,037 |
Income_Taxes_Components_of_Los
Income Taxes - Components of (Loss) Income Before Income Taxes (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
US | ($109,257) | ($89,087) | $23,957 |
Foreign | -938 | -4,886 | 175 |
(Loss) income before income taxes | ($110,195) | ($93,973) | $24,132 |
Income_Taxes_Components_of_the
Income Taxes - Components of the Provision for (Benefit from) Taxes (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 |
Current | ' | ' | ' |
Federal | ($8,885) | $3,388 | $10,417 |
State | -374 | 577 | 413 |
Foreign | 361 | 365 | 291 |
Total current provision for income taxes | -8,898 | 4,330 | 11,121 |
Deferred | ' | ' | ' |
Federal | 42,842 | -29,763 | -719 |
State | 2,265 | -1,249 | 664 |
Foreign | ' | 81 | 65 |
Total deferred provision for (benefit from) income taxes | 45,107 | -30,931 | 10 |
Provision for (benefit from) income taxes | $36,209 | ($26,601) | $11,131 |
Income_Taxes_Reconciliation_Be
Income Taxes - Reconciliation Between Statutory Federal Income Tax and Company's Effective Tax Rates as Percentage of Income Before Income Taxes (Detail) | 12 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Federal tax rate | 34.00% | 35.00% | 35.00% |
States taxes, net of federal benefit | 2.40% | 0.90% | 3.70% |
Foreign rate differential | -0.60% | -1.10% | ' |
Stock-based compensation expense | -3.60% | -1.70% | 8.20% |
Change in valuation allowance | -60.50% | -1.00% | ' |
Impairment of goodwill | -4.30% | -4.60% | ' |
Research and development credits | 0.30% | ' | ' |
Other | -0.70% | 0.80% | -0.80% |
Effective income tax rate | -32.80% | 28.30% | 46.10% |
Income_Taxes_Components_of_Cur
Income Taxes - Components of Current and Long-Term Deferred Tax Assets, Net (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Current: | ' | ' |
Reserves and accruals | $2,686 | $2,883 |
Stock options | 2,035 | 2,647 |
Deferred revenue | ' | 95 |
Intangible assets | ' | ' |
Other | 91 | 1,128 |
Net operating loss | ' | ' |
Total current deferred tax assets | 4,812 | 6,753 |
Valuation allowance - ST | -4,589 | ' |
Current deferred tax assets, net | 223 | 6,753 |
Noncurrent: | ' | ' |
Reserves and accruals | 1,309 | 2,067 |
Stock options | 6,106 | 7,942 |
Intangible assets | 57,083 | 32,669 |
Net operating loss | 255 | ' |
Fixed assets | -1,193 | -1,442 |
Foreign | ' | ' |
Tax Credits | 1,568 | ' |
Other | 167 | ' |
Total noncurrent deferred tax assets | 65,295 | 41,236 |
Valuation allowance - LT | -63,583 | -947 |
Noncurrent deferred tax assets, net | 1,712 | 40,289 |
Total deferred tax assets, net | $1,935 | $47,042 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 | Jun. 30, 2014 |
Income Taxes Disclosure [Line Items] | ' | ' |
Non-cash charge to income tax expense | $40.20 | ' |
Change in the valuation allowance | ' | 67.2 |
Income taxes have not been provided for cumulative undistributed earnings | ' | 2.1 |
Interest and penalties related to the unrecognized tax benefits | ' | 1 |
Unrecognized tax benefits that if recognized would affect the effective tax rate | ' | 3.1 |
Amount of existing unrecognized tax benefits increase or decrease | ' | 'Within the next 12 months |
Federal [Member] | ' | ' |
Income Taxes Disclosure [Line Items] | ' | ' |
Operating loss carry-forwards | ' | 0 |
R&D carried forwards | ' | 0.3 |
Tax credit carry-forwards, expire date | ' | 30-Jun-34 |
State [Member] | ' | ' |
Income Taxes Disclosure [Line Items] | ' | ' |
Operating loss carry-forwards | ' | 5.2 |
California [Member] | ' | ' |
Income Taxes Disclosure [Line Items] | ' | ' |
Operating loss carry-forwards | ' | 0.2 |
R&D carried forwards | ' | 2.8 |
Other State [Member] | ' | ' |
Income Taxes Disclosure [Line Items] | ' | ' |
Operating loss carry-forwards | ' | 0.2 |
India [Member] | ' | ' |
Income Taxes Disclosure [Line Items] | ' | ' |
Operating loss carry-forwards | ' | $2.70 |
Operating loss carry-forwards, expire date | ' | 30-Jun-20 |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Unrecognized Tax Benefits, Beginning Balance | $2,692 | $2,436 | $2,312 |
Gross increases - current period tax positions | 379 | 389 | 351 |
Gross increases - prior period tax positions | 323 | 132 | ' |
Reductions as a result of lapsed statute of limitations | -317 | -265 | -227 |
Unrecognized Tax Benefits, Ending Balance | $3,077 | $2,692 | $2,436 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||||||||||||||||||
Mar. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Feb. 15, 2013 | Nov. 30, 2011 | Jun. 30, 2014 | Jun. 30, 2013 | Jul. 17, 2014 | Jul. 17, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Nov. 30, 2011 | Jun. 30, 2014 | Jun. 30, 2013 | Feb. 15, 2013 | Jul. 17, 2014 | Jul. 17, 2014 | Jul. 17, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Feb. 15, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
Current accrued liabilities [Member] | Noncurrent other liabilities [Member] | Interest rate swap [Member] | LIBOR Rate Plus [Member] | Period between September 30, 2015 and June 30, 2016 [Member] | Period beginning July 1, 2016 and thereafter [Member] | Period between April 1, 2014 and June 30, 2015 [Member] | Period between July 1, 2015 and September 30, 2015 [Member] | Period between October 1, 2015 and December 31, 2015 [Member] | Maximum [Member] | Term loan [Member] | Term loan [Member] | Term loan [Member] | Term loan [Member] | Term loan [Member] | Term loan [Member] | Term loan [Member] | Term loan [Member] | Term loan [Member] | Revolving credit line [Member] | Revolving credit line [Member] | Revolving credit line [Member] | Revolving credit line [Member] | Revolving credit line [Member] | Revolving credit line [Member] | Revolving credit line [Member] | Revolving credit line [Member] | Revolving credit line [Member] | Revolving credit line [Member] | Revolving credit line [Member] | First Amendment [Member] | First Amendment [Member] | Federal Funds Effective Rate [Member] | Second Amendment [Member] | |||||
Subsequent Event [Member] | Subsequent Event [Member] | Maximum [Member] | Maximum [Member] | Minimum [Member] | Minimum [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Maximum [Member] | Maximum [Member] | Minimum [Member] | Minimum [Member] | ||||||||||||||||||||||||||
Base Rate Plus [Member] | Eurodollar Rate Plus [Member] | Base Rate Plus [Member] | Eurodollar Rate Plus [Member] | Base Rate Plus [Member] | Eurodollar Rate Plus [Member] | Base Rate Plus [Member] | Eurodollar Rate Plus [Member] | Base Rate Plus [Member] | Eurodollar Rate Plus [Member] | Base Rate Plus [Member] | Eurodollar Rate Plus [Member] | |||||||||||||||||||||||||||
Second Amended Agreement [Member] | Second Amended Agreement [Member] | Second Amended Agreement [Member] | Second Amended Agreement [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, total | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | $200,000,000 | ' | ' | $200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of amortization with principal of credit facility year one | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of amortization with principal of credit facility year two | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of amortization with principal of credit facility year three | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of amortization with principal of credit facility year four | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of amortization with principal of credit facility year five | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period for credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loan Amendment date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15-Feb-13 | ' | 17-Jul-14 |
Goodwill impairments and non-recurring cash expenses included in adjusted EBITDA | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving line of credit facility, current | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate dependent upon the ratio of funded debt to adjusted EBITDA | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.75% | 2.75% | 1.75% | 2.75% | 1.00% | 2.00% | ' | ' | ' | ' | ' | 1.38% | 2.38% | 1.38% | 2.38% | 0.63% | 1.63% | ' | ' | 1.00% | ' |
Adjusted EBITDA | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit line requires an annual facility fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.38% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum fixed charge coverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | 1 | 1.15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum EBITDA | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | 3,400,000 | 3,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum level of liquidity | ' | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Upfront arrangement fees incurred in connection with the credit facility | 700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | 300,000 |
Outstanding amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 77,500,000 | 90,000,000 | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative notional amount outstanding in the swap agreement | ' | ' | ' | ' | ' | ' | 85,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of principal amount of term loan | ' | 35,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate swap effectively fixes the Eurodollar rate | ' | ' | ' | ' | ' | ' | 0.97% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effective date of swap | ' | ' | ' | ' | ' | ' | 9-Apr-12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative maturity date | ' | ' | ' | ' | ' | ' | 4-Nov-16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notional amount outstanding in the swap agreement | ' | ' | ' | ' | ' | ' | 77,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of the interest rate swap liability | ' | ' | ' | ' | 500,000 | 100,000 | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effective portion of the interest rate swap | ' | ' | ' | ' | ' | ' | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition of businesses | ' | ' | ' | 5,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Imputed interest | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accretion of promissory notes recorded in interest expense | ' | 100,000 | 100,000 | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit agreement with a financial institution that is used as collateral for fidelity bonds placed with an insurance company | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit agreement with a financial institution that is used as collateral for the Company's corporate headquarters' operating lease | ' | $500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Letters of credit automatically renew annually without amendment on the annual expiration date | ' | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt_Maturities_of_Debt_Detail
Debt - Maturities of Debt (Detail) (USD $) | Jun. 30, 2014 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Noncurrent portion of debt | $59,565 | $77,249 |
Promissory Notes [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
2015 | 560 | ' |
2016 | 50 | ' |
2017 | 0 | ' |
2018 | 0 | ' |
2019 | 0 | ' |
Long term debt, total | 610 | ' |
Less: imputed interest and unamortized discounts | -7 | ' |
Less: current portion | -556 | ' |
Noncurrent portion of debt | 47 | ' |
Long term debt, total | 610 | ' |
Second Loan Agreement [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
2015 | 17,500 | ' |
2016 | 20,000 | ' |
2017 | 40,000 | ' |
2018 | 0 | ' |
2019 | 0 | ' |
Long term debt, total | 77,500 | ' |
Less: imputed interest and unamortized discounts | -840 | ' |
Less: current portion | -17,142 | ' |
Noncurrent portion of debt | 59,518 | ' |
Long term debt, total | $77,500 | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | |
Lease | |||
Commitments And Contingencies Disclosure [Abstract] | ' | ' | ' |
Rent expense for office space and equipment | $3,600,000 | $3,400,000 | $3,400,000 |
Leases expiration year | '2019 | ' | ' |
Period of extended lease term | '1 year | ' | ' |
Monthly base rent for second year | 100,000 | ' | ' |
Monthly base rent for current year | 200,000 | ' | ' |
Percent of rent base increase | 3.00% | ' | ' |
Lease term began | 1-Nov-10 | ' | ' |
Lease term expires | 31-Oct-18 | ' | ' |
Number of times lease term can be extended | 2 | ' | ' |
Estimated fair value of indemnification agreements | 0 | 0 | ' |
Fair value of indemnity provisions | $0 | $0 | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies - Future Annual Minimum Lease Payments under Noncancelable Operating Leases (Detail) (USD $) | Jun. 30, 2014 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies Disclosure [Abstract] | ' |
2015 | $3,541 |
2016 | 3,582 |
2017 | 3,125 |
2018 | 3,062 |
2019 | 1,099 |
Operating Leases, Future Minimum Payments Due, Total | $14,409 |
Stock_Benefit_Plans_Additional
Stock Benefit Plans - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Stock-based compensation expense | $10,429,000 | $12,016,000 | $12,996,000 |
Recognition of related excess tax benefits (loss) | 500,000 | 100,000 | -700,000 |
Cash flows from financing activities a gross benefit of tax deductions | 543,000 | 156,000 | 197,000 |
General contractual term for stock options granted to employees | '7 years | ' | ' |
Number of common stock shares increased in reserve for annual basis | 200,000 | ' | ' |
Total unrecognized compensation expense related to unvested stock | 6,900,000 | ' | ' |
Total unrecognized compensation expense related to restricted stock | $12,200,000 | ' | ' |
2010 Incentive Plan [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Common stock reserved for issuance | 9,210,527 | ' | ' |
Percentage of common stock reserved for issuance to be increased | 5.00% | ' | ' |
Maximum number of shares that may be issued | 30,000,000 | ' | ' |
Shares available for issuance | 7,576,412 | ' | ' |
Directors' Plan [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Common stock reserved for issuance | 1,593,162 | ' | ' |
Shares available for issuance | 1,187,035 | ' | ' |
Stock options [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Stock options vesting | 25.00% | ' | ' |
Remaining stock option vesting | 75.00% | ' | ' |
Vested term | '4 years | ' | ' |
Weighted average period (in years) | '2 years 7 months 2 days | ' | ' |
Restricted stock units [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Vested term | '4 years | '5 years | ' |
Restricted stock options vesting | 25.00% | 15.00% | ' |
Next restricted stock options vesting | ' | 60.00% | ' |
Remaining restricted stock options vesting | 6.25% | 25.00% | ' |
Weighted average period (in years) | '2 years 8 months 19 days | ' | ' |
Stock_Benefit_Plans_Schedule_o
Stock Benefit Plans - Schedule of Weighted Average Black-Scholes Model Assumptions and Weighted Average Date of Grant Fair Value of Employee Stock Options (Detail) (USD $) | 12 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' | ' |
Expected term (in years) | '4 years 7 months 6 days | '4 years 7 months 6 days | '4 years 7 months 6 days |
Expected volatility | 48.00% | 54.00% | 55.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 1.40% | 0.70% | 1.10% |
Grant date fair value | $3.67 | $3.82 | $5.31 |
Stock_Benefit_Plans_Schedule_o1
Stock Benefit Plans -Schedule of Stock Option Award Activity (Detail) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' |
Beginning balance, Shares | 10,039,450 | 9,712,316 |
Granted, Shares | 1,449,608 | 1,450,662 |
Exercised, Shares | -731,936 | -120,508 |
Forfeited, Shares | -790,175 | -612,138 |
Expired, Shares | -2,454,355 | -390,882 |
Ending balance, Shares | 7,512,592 | 10,039,450 |
Beginning balance, Weighted Average Exercise Price | $10.31 | $10.62 |
Vested and expected-to-vest at June 30, 2014, Shares | 7,262,396 | ' |
Granted, Weighted Average Exercise Price | $8.98 | $8.52 |
Vested and exercisable at June 30, 2014, Shares | 5,697,399 | ' |
Exercised, Weighted Average Exercise Price | $4.99 | $3.79 |
Forfeited, Weighted Average Exercise Price | $10.75 | $10.87 |
Expired, Weighted Average Exercise Price | $10.93 | $12.65 |
Ending balance, Weighted Average Exercise Price | $10.32 | $10.31 |
Weighted Average Remaining Contractual Life (in years) | '3 years 3 months 7 days | '3 years 4 months 21 days |
Vested and expected-to-vest at June 30, 2014, Weighted Average Exercise Price | $10.37 | ' |
Vested and expected-to-vest at June 30, 2014, Weighted Average Remaining Contractual Life (in years) | '3 years 2 months 5 days | ' |
Vested and exercisable at June 30, 2014, Weighted Average Exercise Price | $10.64 | ' |
Vested and exercisable at June 30, 2014, Weighted Average Remaining Contractual Life (in years) | '2 years 6 months 4 days | ' |
Beginning balance, Aggregate Intrinsic Value | $5,693,691 | ' |
Ending balance, Aggregate Intrinsic Value | 225,182 | 5,693,691 |
Vested and expected-to-vest at June 30, 2014, Aggregate Intrinsic Value | 225,182 | ' |
Vested and exercisable at June 30, 2013, Aggregate Intrinsic Value | $225,182 | ' |
Stock_Benefit_Plans_Schedule_o2
Stock Benefit Plans - Schedule of Share Based Compensation Options Outstanding and Exercisable By Price Range (Detail) (USD $) | 12 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' |
Options Outstanding, Number of Shares | 7,512,592 | 10,039,450 | 9,712,316 |
Options Outstanding, Weighted Average Remaining Contractual Term | '3 years 3 months 7 days | '3 years 4 months 21 days | ' |
Options Outstanding, Weighted Average Exercise Price | $10.32 | $10.31 | $10.62 |
$4.60 - $6.90 [Member] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' |
Weighted Average Exercise Price, Lower | $4.60 | ' | ' |
Weighted Average Exercise Price, Upper | $6.90 | ' | ' |
Options Outstanding, Number of Shares | 801,563 | ' | ' |
Options Outstanding, Weighted Average Remaining Contractual Term | '3 years 8 months 1 day | ' | ' |
Options Outstanding, Weighted Average Exercise Price | $5.76 | ' | ' |
Options Exercisable, Number of Shares | 544,039 | ' | ' |
Options Exercisable, Weighted Average Exercise Price | $5.63 | ' | ' |
$7.01 - $9.00 [Member] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' |
Weighted Average Exercise Price, Lower | $7.01 | ' | ' |
Weighted Average Exercise Price, Upper | $9 | ' | ' |
Options Outstanding, Number of Shares | 254,719 | ' | ' |
Options Outstanding, Weighted Average Remaining Contractual Term | '3 years 3 months 4 days | ' | ' |
Options Outstanding, Weighted Average Exercise Price | $8.20 | ' | ' |
Options Exercisable, Number of Shares | 180,719 | ' | ' |
Options Exercisable, Weighted Average Exercise Price | $8.17 | ' | ' |
$9.01 - $9.01 [Member] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' |
Weighted Average Exercise Price, Lower | $9.01 | ' | ' |
Weighted Average Exercise Price, Upper | $9.01 | ' | ' |
Options Outstanding, Number of Shares | 1,382,452 | ' | ' |
Options Outstanding, Weighted Average Remaining Contractual Term | '1 year 8 months 5 days | ' | ' |
Options Outstanding, Weighted Average Exercise Price | $9.01 | ' | ' |
Options Exercisable, Number of Shares | 1,382,452 | ' | ' |
Options Exercisable, Weighted Average Exercise Price | $9.01 | ' | ' |
$9.23 - $9.44 [Member] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' |
Weighted Average Exercise Price, Lower | $9.23 | ' | ' |
Weighted Average Exercise Price, Upper | $9.44 | ' | ' |
Options Outstanding, Number of Shares | 381,274 | ' | ' |
Options Outstanding, Weighted Average Remaining Contractual Term | '4 years 3 months 15 days | ' | ' |
Options Outstanding, Weighted Average Exercise Price | $9.34 | ' | ' |
Options Exercisable, Number of Shares | 306,270 | ' | ' |
Options Exercisable, Weighted Average Exercise Price | $9.34 | ' | ' |
$9.55 - $9.55 [Member] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' |
Weighted Average Exercise Price, Lower | $9.55 | ' | ' |
Weighted Average Exercise Price, Upper | $9.55 | ' | ' |
Options Outstanding, Number of Shares | 790,750 | ' | ' |
Options Outstanding, Weighted Average Remaining Contractual Term | '6 years 26 days | ' | ' |
Options Outstanding, Weighted Average Exercise Price | $9.55 | ' | ' |
Options Exercisable, Number of Shares | 0 | ' | ' |
Options Exercisable, Weighted Average Exercise Price | $0 | ' | ' |
$9.64 - $9.91 [Member] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' |
Weighted Average Exercise Price, Lower | $9.64 | ' | ' |
Weighted Average Exercise Price, Upper | $9.91 | ' | ' |
Options Outstanding, Number of Shares | 755,205 | ' | ' |
Options Outstanding, Weighted Average Remaining Contractual Term | '4 years 8 months 19 days | ' | ' |
Options Outstanding, Weighted Average Exercise Price | $9.67 | ' | ' |
Options Exercisable, Number of Shares | 404,420 | ' | ' |
Options Exercisable, Weighted Average Exercise Price | $9.70 | ' | ' |
$10.28 - $10.28 [Member] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' |
Weighted Average Exercise Price, Lower | $10.28 | ' | ' |
Weighted Average Exercise Price, Upper | $10.28 | ' | ' |
Options Outstanding, Number of Shares | 955,053 | ' | ' |
Options Outstanding, Weighted Average Remaining Contractual Term | '11 months 16 days | ' | ' |
Options Outstanding, Weighted Average Exercise Price | $10.28 | ' | ' |
Options Exercisable, Number of Shares | 955,053 | ' | ' |
Options Exercisable, Weighted Average Exercise Price | $10.28 | ' | ' |
$10.34 - $11.26 [Member] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' |
Weighted Average Exercise Price, Lower | $10.34 | ' | ' |
Weighted Average Exercise Price, Upper | $11.26 | ' | ' |
Options Outstanding, Number of Shares | 436,231 | ' | ' |
Options Outstanding, Weighted Average Remaining Contractual Term | '3 years 1 month 6 days | ' | ' |
Options Outstanding, Weighted Average Exercise Price | $10.85 | ' | ' |
Options Exercisable, Number of Shares | 427,261 | ' | ' |
Options Exercisable, Weighted Average Exercise Price | $10.84 | ' | ' |
$11.67 - $11.67 [Member] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' |
Weighted Average Exercise Price, Lower | $11.67 | ' | ' |
Weighted Average Exercise Price, Upper | $11.67 | ' | ' |
Options Outstanding, Number of Shares | 848,350 | ' | ' |
Options Outstanding, Weighted Average Remaining Contractual Term | '4 years 1 month 2 days | ' | ' |
Options Outstanding, Weighted Average Exercise Price | $11.67 | ' | ' |
Options Exercisable, Number of Shares | 598,256 | ' | ' |
Options Exercisable, Weighted Average Exercise Price | $11.67 | ' | ' |
$12.43 - $19.00 [Member] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' |
Weighted Average Exercise Price, Lower | $12.43 | ' | ' |
Weighted Average Exercise Price, Upper | $19 | ' | ' |
Options Outstanding, Number of Shares | 906,995 | ' | ' |
Options Outstanding, Weighted Average Remaining Contractual Term | '3 years 15 days | ' | ' |
Options Outstanding, Weighted Average Exercise Price | $17.11 | ' | ' |
Options Exercisable, Number of Shares | 898,929 | ' | ' |
Options Exercisable, Weighted Average Exercise Price | $17.13 | ' | ' |
$4.60 - $19.00 [Member] | ' | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' | ' |
Weighted Average Exercise Price, Lower | $4.60 | ' | ' |
Weighted Average Exercise Price, Upper | $19 | ' | ' |
Options Outstanding, Number of Shares | 7,512,592 | ' | ' |
Options Outstanding, Weighted Average Remaining Contractual Term | '3 years 3 months 7 days | ' | ' |
Options Outstanding, Weighted Average Exercise Price | $10.32 | ' | ' |
Options Exercisable, Number of Shares | 5,697,399 | ' | ' |
Options Exercisable, Weighted Average Exercise Price | $10.64 | ' | ' |
Stock_Benefit_Plans_Schedule_o3
Stock Benefit Plans - Schedule of Total Intrinsic Value, Cash Received and Actual Tax Benefit of All Options Exercised (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' | ' |
Intrinsic value | $1,875 | $423 | $1,197 |
Cash received | 3,652 | 457 | 4,697 |
Tax benefit | ($470) | $113 | $511 |
Stock_Benefit_Plans_Schedule_o4
Stock Benefit Plans - Schedule of Restricted Stock Unit Activity (Detail) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' | ' |
Beginning balance, Shares | 1,660,209 | 379,555 | ' |
Granted, Shares | 1,049,276 | 1,658,613 | ' |
Vested, Shares | -650,254 | -87,578 | ' |
Forfeited, Shares | -411,894 | -290,381 | ' |
Ending balance, Shares | 1,647,337 | 1,660,209 | 379,555 |
Beginning balance, Weighted Average Grant Date Fair Value | $9.70 | $13.76 | ' |
Granted, Weighted Average Grant Date Fair Value | $9.11 | $8.75 | ' |
Vested, Weighted Average Grant Date Fair Value | $7.81 | $6.95 | ' |
Forfeited, Weighted Average Grant Date Fair Value | $9.57 | $10.41 | ' |
Ending balance, Weighted Average Grant Date Fair Value | $10.10 | $9.70 | $13.76 |
Beginning balance, Aggregate Intrinsic Value | $14,328 | $3,515 | ' |
Weighted Average Remaining Contractual Life (in years) | '1 year 3 months 26 days | '1 year 5 months 19 days | '1 year 11 months 12 days |
Ending balance, Aggregate Intrinsic Value | $9,077 | $14,328 | $3,515 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 32 Months Ended | ||
Nov. 03, 2011 | Sep. 30, 2012 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2014 | |
Equity [Abstract] | ' | ' | ' | ' | ' | ' |
Repurchase of shares | ' | 509,565 | 0 | ' | 4,753,919 | 5,263,484 |
Repurchase of shares, Authorized amount | $50,000,000 | ' | ' | ' | ' | ' |
Cost to repurchase | ' | 5,000,000 | ' | 4,979,000 | 45,126,000 | ' |
Average cost of repurchase, per share | ' | ' | ' | ' | ' | $9.50 |
Treasury stock retired | ' | ' | 0 | 638,365 | ' | ' |
Carrying value of retired treasury stock | ' | ' | ' | $6,157,000 | $51,727,000 | ' |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 0 Months Ended | ||
Oct. 01, 2013 | Oct. 01, 2013 | Apr. 11, 2014 | |
Vice President [Member] | Series D Preferred Stock [Member] | ||
Related Party Transaction [Line Items] | ' | ' | ' |
Compensation | ' | $37,400 | ' |
Consulting agreement termination date | 30-Mar-14 | ' | ' |
Number of shares purchased | ' | ' | 1,436,781 |
Shares purchase price | ' | ' | $1,436,781 |
Segment_Information_Summarized
Segment Information - Summarized Information by Segment (Detail) (USD $) | 12 Months Ended | ||||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ||
Total net revenue | $282,549 | $305,101 | $370,468 | ||
Total segment operating income before depreciation, amortization, and stock-based compensation expense, and goodwill impairment | 24,189 | 47,872 | 72,648 | ||
Depreciation and amortization | -26,097 | -32,325 | -31,150 | ||
Stock-based compensation expense | -10,429 | -12,016 | -12,996 | ||
Impairment of goodwill | -95,641 | [1] | -92,350 | [1] | ' |
Operating (loss) income | -107,978 | -88,819 | 28,502 | ||
DMS [Member] | ' | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ||
Total net revenue | 281,490 | 304,085 | 369,023 | ||
Total segment operating income before depreciation, amortization, and stock-based compensation expense, and goodwill impairment | 23,558 | 47,316 | 71,840 | ||
Impairment of goodwill | -94,410 | -92,350 | ' | ||
All Other Segments [Member] | ' | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ||
Total net revenue | 1,059 | 1,016 | 1,445 | ||
Total segment operating income before depreciation, amortization, and stock-based compensation expense, and goodwill impairment | $631 | $556 | $808 | ||
[1] | Cost of revenue and operating expenses include stock-based compensation expense as follows: Cost of revenue $ 2,767 $ 3,930 $ 4,293 Product development 2,429 2,765 2,570 Sales and marketing 2,937 3,264 3,096 General and administrative 2,296 2,057 3,037 |
Segment_Information_Net_Revenu
Segment Information - Net Revenue and Long-Lived Assets by Geographic Area (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 |
Net revenue: | ' | ' | ' |
Total net revenue | $282,549 | $305,101 | $370,468 |
Property and equipment, net: | ' | ' | ' |
Total property and equipment, net | 11,126 | 9,707 | ' |
United States [Member] | ' | ' | ' |
Net revenue: | ' | ' | ' |
Total net revenue | 278,791 | 302,178 | 369,081 |
Property and equipment, net: | ' | ' | ' |
Total property and equipment, net | 10,878 | 9,502 | ' |
International [Member] | ' | ' | ' |
Net revenue: | ' | ' | ' |
Total net revenue | 3,758 | 2,923 | 1,387 |
Property and equipment, net: | ' | ' | ' |
Total property and equipment, net | $248 | $205 | ' |
Valuation_and_Qualifying_Accou1
Valuation and Qualifying Accounts (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 |
Accounts receivable and sales returns [Member] | ' | ' | ' |
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' |
Balance at the beginning of the year | $2,026 | $2,807 | $2,723 |
Charged to expenses/against revenue | 322 | 97 | 2,185 |
Write-offs Net of Recoveries | -426 | -878 | -2,101 |
Balance at the end of the year | 1,922 | 2,026 | 2,807 |
Deferred Tax Asset Valuation Allowance [Member] | ' | ' | ' |
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' |
Balance at the beginning of the year | 947 | 0 | ' |
Charged to expenses/against revenue | 67,225 | 947 | ' |
Write-offs Net of Recoveries | 0 | 0 | ' |
Balance at the end of the year | $68,172 | $947 | ' |