Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2015 | Aug. 14, 2015 | Dec. 31, 2014 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Jun. 30, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | QNST | ||
Entity Registrant Name | QUINSTREET, INC | ||
Entity Central Index Key | 1,117,297 | ||
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 | 45,004,701 | ||
Entity Public Float | $ 215,190,902 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Current assets | ||
Cash and cash equivalents | $ 60,468 | $ 84,177 |
Marketable securities | 38,630 | |
Accounts receivable, net | 46,240 | 41,979 |
Deferred tax assets | 166 | 223 |
Prepaid expenses and other assets | 11,503 | 11,647 |
Total current assets | 118,377 | 176,656 |
Property and equipment, net | 8,565 | 11,126 |
Goodwill | 56,118 | 55,451 |
Other intangible assets, net | 19,030 | 31,441 |
Deferred tax assets, noncurrent | 2 | 1,712 |
Other assets, noncurrent | 3,061 | 457 |
Total assets | 205,153 | 276,843 |
Current liabilities | ||
Accounts payable | 20,425 | 19,517 |
Accrued liabilities | 27,146 | 27,854 |
Deferred revenue | 1,208 | 1,175 |
Debt | 49 | 17,698 |
Total current liabilities | 48,828 | 66,244 |
Debt, noncurrent | 15,000 | 59,565 |
Other liabilities, noncurrent | 5,740 | 5,883 |
Total liabilities | $ 69,568 | $ 131,692 |
Commitments and contingencies (See Note 9) | ||
Stockholders' equity | ||
Common stock: $0.001 par value; 100,000,000 shares authorized; 44,617,850 and 44,025,908 shares issued and outstanding at June 30, 2015 and June 30, 2014, respectively | $ 45 | $ 44 |
Additional paid-in capital | 249,358 | 239,558 |
Accumulated other comprehensive loss | (413) | (1,054) |
Accumulated deficit | (113,405) | (93,397) |
Total stockholders' equity | 135,585 | 145,151 |
Total liabilities and stockholders' equity | $ 205,153 | $ 276,843 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2015 | Jun. 30, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 44,617,850 | 44,025,908 |
Common stock, shares outstanding | 44,617,850 | 44,025,908 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | ||
Income Statement [Abstract] | ||||
Net revenue | $ 282,140 | $ 282,549 | $ 305,101 | |
Cost of revenue | [1] | 252,002 | 241,907 | 251,591 |
Gross profit | 30,138 | 40,642 | 53,510 | |
Operating expenses: | ||||
Product development | [1] | 17,948 | 19,548 | 19,048 |
Sales and marketing | [1] | 14,544 | 16,385 | 14,705 |
General and administrative | [1] | 16,823 | 17,046 | 16,226 |
Impairment of goodwill | 0 | 95,641 | 92,350 | |
Operating loss | (19,177) | (107,978) | (88,819) | |
Interest income | 72 | 115 | 115 | |
Interest expense | (3,818) | (3,825) | (5,200) | |
Other income (expense), net | 2,671 | 1,493 | (69) | |
Loss before income taxes | (20,252) | (110,195) | (93,973) | |
Benefit from (provision for) taxes | 244 | (36,209) | 26,601 | |
Net loss | $ (20,008) | $ (146,404) | $ (67,372) | |
Net loss per share: | ||||
Basic | $ (0.45) | $ (3.36) | $ (1.57) | |
Diluted | $ (0.45) | $ (3.36) | $ (1.57) | |
Weighted average shares used in computing net loss per share | ||||
Basic | 44,454 | 43,528 | 42,816 | |
Diluted | 44,454 | 43,528 | 42,816 | |
[1] | Cost of revenue and operating expenses include stock-based compensation expense as follows: Cost of revenue $ 3,120 $ 2,767 $ 3,930 Product development 2,395 2,429 2,765 Sales and marketing 2,144 2,937 3,264 General and administrative 2,196 2,296 2,057 |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Stock-based compensation | $ 9,855 | $ 10,429 | $ 12,016 |
Cost of revenue [Member] | |||
Stock-based compensation | 3,120 | 2,767 | 3,930 |
Product development [Member] | |||
Stock-based compensation | 2,395 | 2,429 | 2,765 |
Sales and marketing [Member] | |||
Stock-based compensation | 2,144 | 2,937 | 3,264 |
General and administrative [Member] | |||
Stock-based compensation | $ 2,196 | $ 2,296 | $ 2,057 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (20,008) | $ (146,404) | $ (67,372) |
Investments | |||
Change in unrealized gain (loss) | 13 | (17) | (16) |
Less: reclassification adjustment related to realized loss, net of tax of $0 | 16 | ||
Net change | 29 | (17) | (16) |
Foreign currency translation adjustment | (18) | (49) | (32) |
Interest rate swap | |||
Change in unrealized gain | 225 | 24 | 483 |
Less: reclassification adjustment related to realized loss (gain), net of tax of $0 | 405 | (8) | |
Net change | 630 | 24 | 475 |
Other comprehensive income (loss) | 641 | (42) | 427 |
Comprehensive loss | $ (19,367) | $ (146,446) | $ (66,945) |
Consolidated Statements of Com7
Consolidated Statements of Comprehensive Loss (Parenthetical) $ in Thousands | 12 Months Ended |
Jun. 30, 2015USD ($) | |
Statement of Comprehensive Income [Abstract] | |
Reclassification adjustment related to realized loss on investments, tax | $ 0 |
Reclassification adjustment related to realized loss (gain) on interest rate swap, tax | $ 0 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Retained Earnings (Accumulated Deficit) [Member] |
Beginning Balance at Jun. 30, 2012 | $ 338,357 | $ 43 | $ (1,178) | $ 220,552 | $ (1,439) | $ 120,379 |
Beginning 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 | |||||
Release of restricted stock | 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Release of restricted stock, Shares | 53,910 | |||||
Stock-based compensation | 12,109 | 12,109 | ||||
Withholding taxes related to restricted stock net share settlement | (244) | (244) | ||||
Excess tax benefits 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) | |||
Net loss | $ (67,372) | (67,372) | ||||
Other comprehensive income (loss) | 427 | 427 | ||||
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 restricted stock | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Release of restricted stock, Shares | 407,088 | |||||
Stock-based compensation | 10,562 | 10,562 | ||||
Withholding taxes related to restricted stock net share settlement | (1,958) | (1,958) | ||||
Excess tax benefits from stock-based compensation | $ 445 | 445 | ||||
Retirement of treasury stock, Shares | 0 | |||||
Net loss | $ (146,404) | (146,404) | ||||
Other comprehensive income (loss) | (42) | (42) | ||||
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 | 44,025,908 | ||||
Issuance of common stock upon exercise of stock options | $ 975 | $ 1 | 974 | |||
Issuance of common stock upon exercise of stock options, Shares | 211,878 | 211,878 | ||||
Release of restricted stock | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Release of restricted stock, Shares | 380,064 | |||||
Stock-based compensation | 9,989 | 9,989 | ||||
Withholding taxes related to restricted stock net share settlement | $ (1,163) | (1,163) | ||||
Retirement of treasury stock, Shares | 0 | |||||
Net loss | $ (20,008) | (20,008) | ||||
Other comprehensive income (loss) | 641 | 641 | ||||
Ending Balance at Jun. 30, 2015 | $ 135,585 | $ 45 | $ 249,358 | $ (413) | $ (113,405) | |
Ending Balance, Shares at Jun. 30, 2015 | 44,617,850 | 44,617,850 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Cash Flows from Operating Activities | |||
Net loss | $ (20,008,000) | $ (146,404,000) | $ (67,372,000) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 18,867,000 | 26,097,000 | 32,325,000 |
Impairment of goodwill | 0 | 95,641,000 | 92,350,000 |
Write-off of bank loan upfront fees | 809,000 | 680,000 | |
Provision for sales returns and doubtful accounts receivable | 142,000 | (104,000) | (781,000) |
Stock-based compensation | 9,855,000 | 10,429,000 | 12,016,000 |
Excess tax benefits from stock-based compensation | (543,000) | (156,000) | |
Gains on sale of investment and domain names | (3,331,000) | (1,413,000) | |
Other adjustments, net | 247,000 | 296,000 | 146,000 |
Changes in assets and liabilities, net of effects of acquisitions: | |||
Accounts receivable | (4,403,000) | (3,484,000) | 15,309,000 |
Prepaid expenses and other assets | (186,000) | (6,331,000) | 3,344,000 |
Deferred taxes | 1,786,000 | 45,075,000 | (30,758,000) |
Accounts payable | 2,030,000 | 539,000 | (4,582,000) |
Accrued liabilities | 494,000 | (161,000) | (1,382,000) |
Deferred revenue | 33,000 | (702,000) | (725,000) |
Other liabilities, noncurrent | (202,000) | (558,000) | 251,000 |
Net cash provided by operating activities | 6,133,000 | 18,377,000 | 50,665,000 |
Cash Flows from Investing Activities | |||
Capital expenditures | (3,346,000) | (5,455,000) | (1,341,000) |
Business acquisitions | (500,000) | (875,000) | |
Other intangibles | (2,816,000) | (2,515,000) | |
Internal software development costs | (2,342,000) | (2,494,000) | (2,511,000) |
Purchases of marketable securities | (16,600,000) | (50,770,000) | (51,030,000) |
Proceeds from maturities of marketable securities | 26,849,000 | 49,768,000 | 49,911,000 |
Proceeds from sales of marketable securities | 28,427,000 | ||
Purchase of investment | (2,500,000) | ||
Proceeds from sale of investment | 1,437,000 | ||
Proceeds from sale of domain names | 3,371,000 | 476,000 | |
Other investing activities | (89,000) | (2,000) | 17,000 |
Net cash provided by (used in) investing activities | 33,270,000 | (10,731,000) | (7,469,000) |
Cash Flows from Financing Activities | |||
Proceeds from exercise of common stock options | 1,300,000 | 3,329,000 | 457,000 |
Proceeds from revolving loan facility | 15,000,000 | ||
Principal payments on term loan facility | (77,500,000) | (12,500,000) | (7,500,000) |
Payment of bank loan upfront fees | (272,000) | (200,000) | |
Principal payments on acquisition-related notes payable | (484,000) | (2,953,000) | (8,128,000) |
Excess tax benefits from stock-based compensation | 0 | 543,000 | 156,000 |
Withholding taxes related to restricted stock net share settlement | (1,163,000) | (1,958,000) | (244,000) |
Repurchases of common stock | (6,157,000) | ||
Net cash used in financing activities | (63,119,000) | (13,539,000) | (21,616,000) |
Effect of exchange rate changes on cash and cash equivalents | 7,000 | (47,000) | 6,000 |
Net (decrease) increase in cash and cash equivalents | (23,709,000) | (5,940,000) | 21,586,000 |
Cash and cash equivalents at beginning of period | 84,177,000 | 90,117,000 | 68,531,000 |
Cash and cash equivalents at end of period | 60,468,000 | 84,177,000 | 90,117,000 |
Supplemental Disclosure of Cash Flow Information | |||
Cash paid for interest | 3,052,000 | 3,762,000 | 4,333,000 |
Cash paid for income taxes | 237,000 | $ 1,569,000 | 2,163,000 |
Supplemental Disclosure of Noncash Investing and Financing Activities | |||
Retirement of treasury stock | 6,157,000 | ||
Short term payables | 2,500,000 | ||
Purchases of property and equipment | $ 1,832,000 | $ 2,041,000 |
The Company
The Company | 12 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [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 customer acquisition programs for clients in various industry verticals such as financial services and education. The corporate headquarters are located in Foster City, California, with additional offices in the United States, Brazil and India. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2015 | |
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. The Company also evaluates its ownership in entities to determine if they are variable interest entities (“VIEs”), if the Company has a variable interest in those entities, and if the nature and extent of those interests result in consolidation. Refer to Note 4 for more information on VIEs. The Company applies the cost method of accounting for investments in entities if the Company do not have the ability to exercise significant influence over the entities. The interests held at cost are periodically evaluated for other-than-temporary declines in value. Intercompany balances and transactions have been eliminated in consolidation. Certain amounts have been reclassified to conform to current year presentation. 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 2015, 2014, and 2013, is derived from fees which are earned through the delivery of qualified leads, clicks, calls, customers and, to a lesser extent, display advertisements, or 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, inquiry, click, call, application, 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 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, inquiries, clicks, calls, applications, 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 qualified leads, inquiries, clicks, calls, applications, 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 2015, 2014, and 2013, 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 and accounts receivable. The Company’s investment portfolio consists of money market funds. Cash is 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 fiscal years 2015, 2014 or 2013. Fair Value of Financial Instruments The Company’s financial instruments consist principally of cash equivalents, accounts receivable, accounts payable, an acquisition-related promissory note and a revolving loan facility. 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. 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 the acquisition-related promissory note approximates its recorded amounts as the interest rates on similar financing arrangements available to the Company at June 30, 2015 approximate the interest rates implied when the acquisition-related promissory note was originally issued and recorded. The Company believes that the fair value of the revolving loan facility approximates its recorded amount at June 30, 2015 as the interest rate on the revolving loan facility 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 of money market funds at June 30, 2015. 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 $2.5 million in fiscal years 2015, 2014 and 2013. 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, 2015 for fiscal year 2015. The Company conducted a qualitative assessment to determine whether it is necessary to perform a two-step quantitative goodwill impairment test. In assessing the qualitative factors, the Company considered the impact of key factors such as changes in industry and competitive environment, stock price, actual revenue performance compared to previous years, forecasts and cash flow generation. Based on the results of the qualitative assessment, there were no indicators of impairment. The Company performed its annual goodwill impairment test on April 30, 2014 for fiscal year 2014. While the Company was permitted to conduct a qualitative assessment to determine whether it was 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 its 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 was 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 utilized 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 represented substantially the entire Company, the market approach was reconciled to the Company’s market capitalization. Under the income approach, the Company estimated the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections were based on management’s estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate used was 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. 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. As mentioned in the Goodwill section above, our public market capitalization sustained a decline after June 30, 2014 and, based on the undiscounted cash flows, determined that these assets were not impaired as of June 30, 2014. The Company re-evaluated its long-lived assets as of April 30, 2015 and determined that these assets were not impaired. Intangible asset are amortized on a straight-line basis over the estimated useful lives of the assets. The weighted average useful life of intangible assets was 8 years as of June 30, 2015 and 7 years as of June 30, 2014. Advertising Costs The Company expenses advertising costs the first time the advertising takes place. The Company’s advertising costs were $0.7 million and $1.1 million in fiscal years 2015 and 2014. The Company did not incur any advertising costs for fiscal year 2013. 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 in the consolidated statement of operations. 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 Comprehensive loss consists of two components, net loss and other comprehensive income (loss). Other comprehensive income (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. The Company’s comprehensive loss 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 facility. 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 was recorded in accrued liabilities and other liabilities, noncurrent, respectively, on the consolidated balance sheets at fair value based upon quoted market prices at June 30, 2014. 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 income (loss) are classified to interest expense in the period the hedged item affects earnings. In June 2015, in conjunction with the termination of the term loan facility, the Company terminated its interest rate swap. Refer to Note 8, Debt, for additional information regarding the Company’s 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 10, 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 2015, 2014 or 2013. Recent Accounting Pronouncements 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 for fiscal years beginning after December 15, 2014, and it should be applied prospectively to unrecognized tax benefits that exist at the effective date, although retrospective application is permitted. The adoption of this standard is not expected to 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 for fiscal years beginning after December 15, 2017, and interim periods within those years with early adoption permitted. 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. In August 2014, the FASB issued new guidance related to the disclosures around going concern. The new standard provides guidance around management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The new guidance becomes effective for fiscal years beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. In April 2015, the FASB issued a new accounting standard update on the presentation of debt issuance costs. The new guidance provides that debt issuance costs related to a recognized debt liability be presented as a direct reduction from its carrying value. The new guidance becomes effective for fiscal years beginning after December 15, 2015, and interim periods within those years, with early adoption permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 3. Net Loss per Share Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss 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 per share: Fiscal Year Ended 2015 2014 2013 (In thousands, except per share data) Numerator: Basic and Diluted: Net loss $ (20,008 ) $ (146,404 ) $ (67,372 ) Denominator: Basic and Diluted: Weighted average shares of common stock used in computing basic and diluted net loss per share 44,454 43,528 42,816 Net loss per share: Basic and Diluted (1) $ (0.45 ) $ (3.36 ) $ (1.57 ) Securities excluded from weighted average shares used in computing diluted net loss per share because the effect would have been anti-dilutive: (2) 8,198 8,843 9,417 (1) Diluted EPS does not reflect any potential common stock relating to stock options or restricted stock units due to net loss incurred for fiscal years 2015, 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, Market
Fair Value Measurements, Marketable Securities and Variable Interest Entities | 12 Months Ended |
Jun. 30, 2015 | |
Text Block [Abstract] | |
Fair Value Measurements, Marketable Securities and Variable Interest Entities | 4. Fair Value Measurements, Marketable Securities and Variable Interest Entities 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, 2015 and 2014, 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, 2015 and 2014, the Company used Level 2 assumptions for its U.S. municipal securities, certificates of deposit, acquisition-related promissory notes, revolving loan facility, term loan facility, 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, 2015 and 2014, the Company did not have any Level 3 financial assets or liabilities. The Company’s financial assets and liabilities as of June 30, 2015 and 2014 were categorized as follows in the fair value hierarchy (in thousands): Fair Value Measurements as of June 30, 2015 Using Quoted Prices in Significant Other Total Assets: Money market funds $ 20,156 $ — $ 20,156 Liabilities: Acquisition-related promissory note (1) $ — $ 49 $ 49 Revolving loan facility (1) — 15,000 15,000 $ — $ 15,049 $ 15,049 Fair Value Measurements as of June 30, 2014 Using Quoted Prices in Significant Other Total 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 facility (1) — 76,660 76,660 Interest rate swap — 630 630 $ — $ 77,893 $ 77,893 (1) These liabilities are carried at historical cost on the Company’s consolidated balance sheets. 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 and are presented as current assets as they are available for current operations. The following table summarizes unrealized gains and losses related to cash equivalents and available-for-sale securities held by the Company as of June 30, 2015 and 2014 (in thousands): As of June 30 2015 Gross Gross Gross Estimated Money market funds $ 20,156 $ — $ — $ 20,156 As of June 30, 2014 Gross Gross Gross Estimated 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 The Company realized losses of an immaterial amount from sales of its securities for the year ended June 30, 2015. The Company did not realize any gains or losses from sales of its securities for the year ended June 30, 2014. As of June 30, 2015 and 2014, the Company did not hold securities that had maturity dates greater than one year. Variable Interest Entities In April 2015, the Company purchased an interest in a privately held entity that is a VIE. A VIE is consolidated by its primary beneficiary. The primary beneficiary has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. The assessment of whether the Company is the primary beneficiary of the VIE require significant assumptions and judgments, including the identification of significant activities and an assessment of our ability to direct those activities. Based on the results of the assessment performed, the Company has concluded that it is not the primary beneficiary as it does not have the ability to exert significant influence over the VIE’s operations. Accordingly, the interest of $2.5 million as of June 30, 2015 is recognized at cost in other assets, noncurrent on the Company’s consolidated balance sheet. The Company’s interest was evaluated for impairment as of June 30, 2015 which did not result in any indications of impairment. The Company’s maximum exposure to loss as a result of the unconsolidated VIE was $2.5 million at June 30, 2015, which represents the value of the Company’s investment in the VIE. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | 5. Balance Sheet Components Accounts Receivable, Net Accounts receivable, net is comprised of the following (in thousands): June 30, 2015 2014 Accounts receivable $ 48,304 $ 43,901 Less: Allowance for doubtful accounts (440 ) (364 ) Less: Allowance for sales returns (1,624 ) (1,558 ) $ 46,240 $ 41,979 Property and Equipment, Net Property and equipment, net is comprised of the following (in thousands): June 30, 2015 2014 Computer equipment $ 13,656 $ 15,111 Software 11,079 10,508 Furniture and fixtures 3,124 3,024 Leasehold improvements 1,806 1,796 Internal software development costs 26,056 23,603 55,721 54,042 Less: Accumulated depreciation and amortization (47,156 ) (42,916 ) $ 8,565 $ 11,126 Depreciation expense was $4.0 million, $3.9 million and $3.3 million for fiscal years 2015, 2014 and 2013. Amortization expense related to internal software development costs was $2.4 million, $2.6 million and $2.2 million for fiscal years 2015, 2014 and 2013. Prepaid Expenses and Other Assets Prepaid expenses and other assets are comprised of the following (in thousands): June 30, 2015 2014 Income tax receivable $ 9,719 $ 9,333 Prepaid expenses 1,571 1,649 Other assets 213 665 Total prepaid expenses and other assets $ 11,503 $ 11,647 Accrued liabilities Accrued liabilities are comprised of the following (in thousands): June 30, 2015 2014 Accrued media costs $ 14,728 $ 14,407 Accrued compensation and related expenses and taxes payable 8,007 7,103 Accrued professional service and other business expenses 4,411 6,344 Total accrued liabilities $ 27,146 $ 27,854 |
Intangible Assets, Net and Good
Intangible Assets, Net and Goodwill | 12 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net and Goodwill | 6. Intangible Assets, Net and Goodwill Intangible assets, net consisted of the following (in thousands): June 30, 2015 June 30, 2014 Gross Accumulated Net Gross Accumulated Net Customer/publisher/advertiser relationships $ 37,056 $ (33,916 ) $ 3,140 $ 37,040 $ (31,185 ) $ 5,855 Content 62,162 (54,629 ) 7,533 62,196 (50,348 ) 11,848 Website/trade/domain names 31,533 (24,697 ) 6,836 31,652 (21,482 ) 10,170 Acquired technology and others 36,742 (35,221 ) 1,521 36,744 (33,176 ) 3,568 $ 167,493 $ (148,463 ) $ 19,030 $ 167,632 $ (136,191 ) $ 31,441 Amortization of intangible assets was $12.5 million, $19.6 million and $26.8 million for fiscal years 2015, 2014 and 2013. Amortization expense for the Company’s acquisition-related intangible assets as of June 30, 2015 for each of the next five years and thereafter is as follows (in thousands): Year Ending June 30, Amortization 2016 $ 9,279 2017 6,079 2018 1,991 2019 798 2020 773 Thereafter 110 $ 19,030 The changes in the carrying amount of goodwill for fiscal years 2015 and 2014 were as follows (in thousands): Total Balance at June 30, 2013 $ 150,456 Additions 636 Impairment (95,641 ) Balance at June 30, 2014 $ 55,451 Additions 667 Balance at June 30, 2015 $ 56,118 The additions to goodwill in fiscal year 2015 relate to the Company’s acquisition of a Brazil-based online lead generation company in exchange for $0.5 million in cash upon closing of the acquisition and estimated payments totaling $0.3 million to be paid in the five years following the acquisition date upon the achievement of certain financial metrics. The additions to goodwill in fiscal year 2014 relate to the Company’s acquisition of an online publishing business in exchange for $0.9 million. There was no impairment charge recorded during fiscal year 2015. The impairment charge recorded during fiscal year 2014 is described in Note 2, Summary of Significant Accounting Policies. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes The components of loss before income taxes are as follows (in thousands): Fiscal Year Ended June 30, 2015 2014 2013 US $ (18,917 ) $ (109,257 ) $ (89,087 ) Foreign (1,335 ) (938 ) (4,886 ) $ (20,252 ) $ (110,195 ) $ (93,973 ) The components of the (benefit from) provision for taxes are as follows (in thousands): Fiscal Year Ended June 30, 2015 2014 2013 Current Federal $ (2,140 ) $ (8,885 ) $ 3,388 State (149 ) (374 ) 577 Foreign 129 361 365 Total current (benefit from) provision for income taxes $ (2,160 ) $ (8,898 ) $ 4,330 Deferred Federal $ 1,954 $ 42,842 $ (29,763 ) State — 2,265 (1,249 ) Foreign (38 ) — 81 Total deferred provision for (benefit from) income taxes 1,916 45,107 (30,931 ) (Benefit from) provision for income taxes $ (244 ) $ 36,209 $ (26,601 ) 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 2015 2014 2013 Federal tax rate 34.0 % 34.0 % 35.0 % States taxes, net of federal benefit 5.8 % 2.4 % 0.9 % Foreign rate differential (1.1 )% (0.6 )% (1.1 )% Stock-based compensation expense (13.3 )% (3.6 )% (1.7 )% Change in valuation allowance (25.0 )% (60.5 )% (1.0 )% Impairment of goodwill — (4.3 )% (4.6 )% Research and development credits 1.6 % 0.3 % — Other (0.8 )% (0.7 )% 0.8 % Effective income tax rate 1.2 % (32.8 )% 28.3 % The components of the current and long-term deferred tax (liabilities) assets, net are as follows (in thousands): Fiscal Year Ended 2015 2014 Current: Reserves and accruals $ 3,091 $ 2,686 Stock options 1,942 2,035 Other 74 91 Total current deferred tax assets 5,107 4,812 Valuation allowance - ST (4,940 ) (4,589 ) Current deferred tax assets, net $ 166 $ 223 Noncurrent: Reserves and accruals $ 1,134 $ 1,309 Stock options 5,825 6,106 Intangible assets 53,261 57,083 Net operating loss 5,717 255 Fixed assets (702 ) (1,193 ) Tax Credits 2,785 1,568 Other 93 167 Total noncurrent deferred tax assets 68,113 65,295 Valuation allowance - LT (68,301 ) (63,583 ) Noncurrent deferred tax (liabilities) assets, net $ (188 ) $ 1,712 Total deferred tax (liabilities) assets, net $ (22 ) $ 1,935 The Company recorded a valuation allowance against the majority of the Company’s deferred tax assets at the end of fiscal year 2014 due to the significant negative evidence that the near term realization of certain assets were deemed unlikely. The Company regularly assesses the continuing need for a valuation allowance against its deferred tax assets. Significant judgment is required to determine whether a valuation allowance continues to be 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 continued 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. As of June 30, 2015, the Company believes it is not more likely than not that the net deferred tax assets will be fully realizable and therefore continues to maintain a full valuation allowance against its deferred tax assets. As of June 30, 2015, the Company had a federal operating loss carryforward of approximately $14.1 million. As of June 30, 2015, the Company’s state operating loss carryforward was approximately $13.8 million. Included in the federal, California and other state net operating loss carryovers above was $0.1 million, $0.2 million and $0.3 million, respectively, related to stock option windfall deductions which, when realized will be credited to equity. The federal and state net operating loss carryforwards may be subject to various limitations under the Internal Revenue Code and applicable state tax law. The federal and state net operating losses, if not used, will begin to expire on June 30, 2035 and June 30, 2034, respectively. The operating loss carryforward in Brazil is approximately $0.8 million and does not have an expiration date. The operating loss carryforward in India is approximately $2.5 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 $1.0 million and $3.8 million, respectively, to offset future taxable income. The federal research and development tax credits, if not used, will begin to expire on June 30, 2033, 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 $2.0 million of cumulative undistributed earnings of the Company’s foreign subsidiaries as of June 30, 2015. 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 material to the financial statements. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands): Fiscal Year 2015 2014 2013 Balance at the beginning of the year $ 3,077 $ 2,692 $ 2,436 Gross increases - current period tax positions 337 379 389 Gross increases - prior period tax positions 115 323 132 Gross decreases - prior period tax positions (44 ) — — Reductions as a result of lapsed statute of limitations (222 ) (317 ) (265 ) Balance at the end of the year $ 3,263 $ 3,077 $ 2,692 The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the Company’s benefit from (provision for) income taxes. As of June 30, 2015, the Company has accrued $1.1 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, 2015, unrecognized tax benefits of $2.0 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 2010. The Company files income tax returns in the United States, various U.S. states and certain foreign jurisdictions. As of June 30, 2015, the tax years 2010 through 2014 remain open in the U.S., the tax years 2010 through 2014 remain open in the various state jurisdictions, and the tax years 2012 through 2014 remain open in various foreign jurisdictions. |
Debt
Debt | 12 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt Loan Facility In November 2011, the Company was party to a credit agreement (“Credit Agreement”) with Comerica Bank (the “Bank”), the administrative agent and lead arranger. The Credit Agreement consisted of a $100.0 million five-year term loan facility, with annual principal amortization of 5%, 10%, 15%, 20% and 50%, and a $200.0 million five-year revolving loan facility maturing on November 4, 2016. 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; and (2) reduce the $200.0 million five-year revolving loan 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. Upfront arrangement fees incurred in connection with the Second Amendment totaled $0.3 million and were deferred and amortized over the remaining term of the arrangement. In connection with the reduction of the revolving loan facility credit line capacity, the Company accelerated amortization of approximately $0.3 million of unamortized deferred upfront costs. On June 11, 2015, the Company entered into the Third Amendment to Credit Agreement (“Third Amendment”) with the Bank to, among other things, pay off in full and terminate the term loan facility, amend the financial covenants, reduce the revolving loan facility from $50.0 million to $25.0 million, and extend the expiration date of the Credit Agreement from November 4, 2016 to June 11, 2017. Pursuant to the Third Amendment, each of the revolving loan facility lenders (other than the Bank) assigned its revolving loan facility credit commitments to the Bank, resulting in the Bank remaining as sole lender under the Credit Agreement. Upfront arrangement fees incurred in connection with the Third Amendment were not material. In connection with the termination of the term loan facility, the Company accelerated amortization of approximately $0.5 million of unamortized deferred upfront costs. The Credit Agreement, as amended from time to time, is secured by substantially all of the Company’s assets. Borrowings under the revolving loan facility are subject to a borrowing base consisting of eligible receivables and certain other customary conditions. Pursuant to the Second Amendment, (1) the applicable margin for base rate borrowings was set at (a) 1.375% for the revolving loan facility or (b) 1.75% for the term loan facility, and (2) the applicable margin for Eurodollar rate borrowings was set at (a) 2.375% for the revolving loan facility or (b) 2.75% for the term loan facility. Thereafter, the applicable margin on base rate and Eurodollar rate borrowings varied depending on our funded debt to EBITDA ratio. Pursuant to the Third Amendment, borrowings under the revolving loan facility bear interest at a Eurodollar rate plus 3.00%, without reference to the Company’s funded debt to EBITDA ratio. EBITDA under the Credit Agreement is defined as net loss less benefit from (provision for) taxes, depreciation expense, amortization expense, stock-based compensation expense, interest and other expense, net, 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 the Credit Agreement, as amended from time to time. The Company must pay an annual facility fee of $62,500 and an annual unused fee of 0.25% of the undrawn revolving loan facility credit commitments. The Company has the right to prepay the revolving loan facility or permanently reduce the revolving loan facility credit commitments without premium or penalty, in whole or in part at any time. The Credit Agreement, as amended, contains limitations on the Company’s ability to sell assets, make acquisitions, pay dividends, incur capital expenditures, and also requires the Company to comply with certain additional covenants. In addition, pursuant to the Third Amendment, the Company is required to maintain financial covenants as follows when there are amounts outstanding under the revolving loan facility or in order to draw down amounts under the revolving loan facility: 1. Minimum EBITDA as of the end of each fiscal quarter for the trailing twelve month period of not less than: (a) $1 for the quarter ending June 30, 2015; (b) $2,000,000 for the quarter ending September 30, 2015; (c) $3,000,000 for the quarter ending December 31, 2015; (d) $4,000,000 for the quarter ending March 31, 2016; (e) $5,000,000 for the quarter ending June 30, 2016. Thereafter, minimum EBITDA increases each quarter in $1,000,000 increments; provided that there shall be no loss in EBITDA greater than $2,000,000 in any fiscal quarter during such trailing four quarter period. 2. Minimum adjusted quick ratio as of the end of each month of not less than 1.25 to 1.00. The Company was in compliance with the covenants of the Credit Agreement, as amended, as of June 30, 2015 and 2014. As of June 30, 2015, there were no amounts outstanding under the term loan facility, as the term loan facility had been terminated on June 11, 2015. There was $77.5 million outstanding under the term loan facility as of June 30, 2014. As of June 30, 2015, $15.0 million was outstanding under the revolving loan facility. There were no amounts outstanding under the revolving loan facility as of June 30, 2014. Interest Rate Swap The Company entered into an interest rate swap to reduce its exposure to the financial impact of changing interest rates under its term loan facility. 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. The swap agreement 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. In June 2015, in connection with the repayment in full and termination of the term loan facility, the Company also terminated the interest rate swap agreement. Upon settlement, the Company recognized an expense of $0.3 million to other income (expense), net in the consolidated statement of operations. Promissory Notes The Company did not issue any promissory notes in fiscal year 2015, 2014 and 2013. 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 recorded as interest expense was not material during fiscal year 2015. Accretion of promissory notes recorded as interest expense was $0.1 million during each of the fiscal years 2014 and 2013. Debt Maturities The maturities of debt as of June 30, 2015 were as follows (in thousands): Year Ending June 30, Promissory Revolving Loan 2016 $ 50 $ — 2017 — 15,000 50 15,000 Less: imputed interest and unamortized discounts (1 ) — Less: current portion (49 ) — Noncurrent portion of debt $ — $ 15,000 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, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies Leases The Company leases office space and equipment under non-cancelable operating leases with various expiration dates through fiscal year 2020. Rent expense for fiscal years 2015, 2014 and 2013 was $3.5 million, $3.6 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, 2015 were as follows (in thousands): Year Ending June 30, Operating 2016 $ 3,645 2017 3,323 2018 3,245 2019 1,303 2020 57 $ 11,573 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, 2015 and 2014. 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 and survives for the duration of the applicable statute of limitations 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. Accordingly, the Company had no liabilities recorded for these agreements as of June 30, 2015 and 2014. |
Stock Benefit Plans
Stock Benefit Plans | 12 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Benefit Plans | 10. Stock Benefit Plans Stock-Based Compensation In fiscal years 2015, 2014 and 2013, the Company recorded stock-based compensation expense of $9.9 million, $10.4 million and $12.0 million. There was no excess tax benefits recognized in fiscal year 2015 due to the Company’s full valuation allowance. The Company recognized related excess tax benefits of $0.5 million and $0.1 million in fiscal years 2014 and 2013. There was no gross benefit of tax deductions recognized in fiscal year 2015 due to the Company’s full valuation allowance. The Company included as part of cash flows from financing activities a gross benefit of tax deductions of $0.5 million and $0.2 million in fiscal years 2014 and 2013 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 (“RSUs”), 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 ISOs, NQSOs, RSUs and performance-based stock awards 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 11,411,822 shares of the Company’s common stock were reserved for issuance under the 2010 Incentive Plan as of June 30, 2015, 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 9,348,679 shares available for issuance under the 2010 Incentive Plan as of June 30, 2015. 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 stock option 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. Starting in fiscal year 2015, initial and annual RSU grants vest daily over a period of four years. An aggregate of 2,047,770 shares of the Company’s common stock were reserved for issuance under the Directors’ Plan as of June 30, 2015. 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 803,142 shares available for issuance under the Directors’ Plan as of June 30, 2015. 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 stock options in fiscal years 2015, 2014 and 2013 were as follows: Fiscal Year Ended June 30, 2015 2014 2013 Expected term (in years) 4.6 4.6 4.6 Expected volatility 46 % 48 % 54 % Expected dividend yield 0.0 % 0.0 % 0.0 % Risk-free interest rate 1.6 % 1.4 % 0.7 % Grant date fair value $ 1.87 $ 3.67 $ 3.82 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 Company’s stock incentive plans from June 30, 2013 to June 30, 2015: Shares Weighted Weighted Aggregate 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 Granted 453,608 4.65 Exercised (211,878 ) 4.60 Forfeited (292,815 ) 9.92 Expired (1,583,066 ) 10.46 Outstanding at June 30, 2015 5,878,441 $ 10.07 2.88 $ 950,759 Vested and expected-to-vest at June 30, 2015 (1) 5,757,585 $ 10.13 2.82 $ 888,953 Vested and exercisable at June 30, 2015 4,921,713 $ 10.52 2.44 $ 484,367 (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, 2015: Options Outstanding Options Exercisable Range or Exercise Prices Number of Shares Weighted Weighted Number of Shares Weighted $3.91-$5.94 677,001 5.96 $ 5.06 307,732 $ 4.90 $5.96-$9.00 476,045 3.34 $ 7.50 397,419 $ 7.48 $9.01-$9.01 798,014 0.99 $ 9.01 798,014 $ 9.01 $9.23-$9.55 959,877 4.31 $ 9.47 642,124 $ 9.43 $9.64-$9.91 655,205 3.58 $ 9.68 496,196 $ 9.69 $10.28-$10.28 631,536 0.08 $ 10.28 631,536 $ 10.28 $10.34-$11.67 1,006,268 2.54 $ 11.32 974,197 $ 11.31 $12.43-$15.60 181,000 3.84 $ 14.19 181,000 $ 14.19 $16.89-$16.89 104,295 1.74 $ 16.89 104,295 $ 16.89 $19.00-$19.00 389,200 1.36 $ 19.00 389,200 $ 19.00 $3.91-$19.00 5,878,441 2.88 $ 10.07 4,921,713 $ 10.52 The following table summarizes the total intrinsic value, the cash received and the actual tax benefit of all options exercised during fiscal years 2015, 2014 and 2013: Fiscal Year Ended June 30, 2015 2014 2013 Intrinsic value $ 131 $ 1,875 $ 423 Cash received 975 3,652 457 Tax benefit — — 113 As of June 30, 2015, there was $2.6 million of total unrecognized compensation expense related to unvested stock options which is expected to be recognized over a weighted average period of 2.07 years. Restricted Stock Unit Activity The following table summarizes the restricted stock unit activity under the Company’s stock incentive plans from June 30, 2013 to June 30, 2015: Shares Weighted Weighted Aggregate Outstanding at June 30, 2013 1,660,209 $ 9.70 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 $ 10.10 1.32 $ 9,077 Granted 3,443,278 5.26 Vested (606,209 ) 5.11 Forfeited (751,776 ) 7.04 Outstanding at June 30, 2015 3,732,630 $ 7.06 1.32 $ 24,064 As of June 30, 2015, there was $14.8 million of total unrecognized compensation expense related to restricted stock units which is expected to be recognized over a weighted average period of 2.84 years. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | 11. Stockholders’ Equity Retirement of Treasury Stock During the fiscal years ended 2015 and 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, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. 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 the Company’s director Mr. Simons is a managing director. In addition, the Company’s director Mr. 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. Accordingly, as the Company’s sale of the shares to Split Rock could be deemed a related person transaction, 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, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | 13. 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 loss before depreciation and amortization, stock-based compensation expense and goodwill impairment. The Company determined its reportable operating segment is DMS, which derives revenue from fees earned through the delivery of qualified leads, inquiries, clicks, calls, applications, customers and, to a lesser extent, impressions. The remaining segment 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 and amortization, stock-based compensation expense and goodwill impairment. The Company does not allocate all of its assets, or its depreciation and amortization expense, stock-based compensation expense, goodwill impairment, interest income, interest expense, other income (expense), net 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, 2015 2014 2013 Net revenue by segment: DMS $ 281,225 $ 281,490 $ 304,085 All other 915 1,059 1,016 Total net revenue 282,140 282,549 305,101 Segment operating income before depreciation, amortization, stock-based compensation expense, and goodwill impairment: DMS 9,007 23,558 47,316 All other 538 631 556 Total segment operating income before depreciation, amortization, stock-based compensation expense, and goodwill impairment: 9,545 24,189 47,872 Depreciation and amortization (18,867 ) (26,097 ) (32,325 ) Stock-based compensation expense (9,855 ) (10,429 ) (12,016 ) Impairment of goodwill — (95,641 ) (92,350 ) Total operating loss $ (19,177 ) $ (107,978 ) $ (88,819 ) The following tables set forth net revenue and long-lived assets by geographic area (in thousands): Fiscal Year Ended June 30, 2015 2014 2013 Net revenue: United States $ 276,182 $ 278,791 $ 302,178 International 5,958 3,758 2,923 Total net revenue $ 282,140 $ 282,549 $ 305,101 June 30, June 30, 2015 2014 Property and equipment, net: United States $ 8,313 $ 10,878 International 252 248 Total property and equipment, net $ 8,565 $ 11,126 |
Valuation and Qualifying Accoun
Valuation and Qualifying Accounts | 12 Months Ended |
Jun. 30, 2015 | |
Valuation and Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | Schedule II: Valuation and Qualifying Accounts The activity in the allowance for doubtful accounts, sales returns and the deferred tax asset valuation allowance are as follows (in thousands): Balance at Charged to Write-offs Balance at Allowance for doubtful accounts and sales returns Fiscal year 2013 $ 2,807 $ 97 $ (878 ) $ 2,026 Fiscal year 2014 $ 2,026 $ 322 $ (426 ) $ 1,922 Fiscal year 2015 $ 1,922 $ 923 $ (781 ) $ 2,064 Deferred tax asset valuation allowance Fiscal year 2013 $ — $ 947 $ — $ 2,026 Fiscal year 2014 $ 947 $ 67,225 $ — $ 68,172 Fiscal year 2015 $ 68,172 $ 5,069 $ — $ 73,241 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 Accoun24
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. The Company also evaluates its ownership in entities to determine if they are variable interest entities (“VIEs”), if the Company has a variable interest in those entities, and if the nature and extent of those interests result in consolidation. Refer to Note 4 for more information on VIEs. The Company applies the cost method of accounting for investments in entities if the Company do not have the ability to exercise significant influence over the entities. The interests held at cost are periodically evaluated for other-than-temporary declines in value. Intercompany balances and transactions have been eliminated in consolidation. Certain amounts have been reclassified to conform to current year presentation. |
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 2015, 2014, and 2013, is derived from fees which are earned through the delivery of qualified leads, clicks, calls, customers and, to a lesser extent, display advertisements, or 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, inquiry, click, call, application, 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 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, inquiries, clicks, calls, applications, 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 qualified leads, inquiries, clicks, calls, applications, 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 2015, 2014, and 2013, 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 and accounts receivable. The Company’s investment portfolio consists of money market funds. Cash is 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 fiscal years 2015, 2014 or 2013. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist principally of cash equivalents, accounts receivable, accounts payable, an acquisition-related promissory note and a revolving loan facility. 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. 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 the acquisition-related promissory note approximates its recorded amounts as the interest rates on similar financing arrangements available to the Company at June 30, 2015 approximate the interest rates implied when the acquisition-related promissory note was originally issued and recorded. The Company believes that the fair value of the revolving loan facility approximates its recorded amount at June 30, 2015 as the interest rate on the revolving loan facility 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 of money market funds at June 30, 2015. |
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 $2.5 million in fiscal years 2015, 2014 and 2013. 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, 2015 for fiscal year 2015. The Company conducted a qualitative assessment to determine whether it is necessary to perform a two-step quantitative goodwill impairment test. In assessing the qualitative factors, the Company considered the impact of key factors such as changes in industry and competitive environment, stock price, actual revenue performance compared to previous years, forecasts and cash flow generation. Based on the results of the qualitative assessment, there were no indicators of impairment. The Company performed its annual goodwill impairment test on April 30, 2014 for fiscal year 2014. While the Company was permitted to conduct a qualitative assessment to determine whether it was 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 its 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 was 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 utilized 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 represented substantially the entire Company, the market approach was reconciled to the Company’s market capitalization. Under the income approach, the Company estimated the fair value of a reporting unit based on the present value of estimated future cash flows. Cash flow projections were based on management’s estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate used was 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. |
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. As mentioned in the Goodwill section above, our public market capitalization sustained a decline after June 30, 2014 and, based on the undiscounted cash flows, determined that these assets were not impaired as of June 30, 2014. The Company re-evaluated its long-lived assets as of April 30, 2015 and determined that these assets were not impaired. Intangible asset are amortized on a straight-line basis over the estimated useful lives of the assets. The weighted average useful life of intangible assets was 8 years as of June 30, 2015 and 7 years as of June 30, 2014. |
Advertising Costs | Advertising Costs The Company expenses advertising costs the first time the advertising takes place. The Company’s advertising costs were $0.7 million and $1.1 million in fiscal years 2015 and 2014. The Company did not incur any advertising costs for fiscal year 2013. |
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 in the consolidated statement of operations. 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 | Comprehensive Loss Comprehensive loss consists of two components, net loss and other comprehensive income (loss). Other comprehensive income (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. The Company’s comprehensive loss 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 facility. 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 was recorded in accrued liabilities and other liabilities, noncurrent, respectively, on the consolidated balance sheets at fair value based upon quoted market prices at June 30, 2014. 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 income (loss) are classified to interest expense in the period the hedged item affects earnings. In June 2015, in conjunction with the termination of the term loan facility, the Company terminated its interest rate swap. Refer to Note 8, Debt, for additional information regarding the Company’s 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 10, 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 2015, 2014 or 2013. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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 for fiscal years beginning after December 15, 2014, and it should be applied prospectively to unrecognized tax benefits that exist at the effective date, although retrospective application is permitted. The adoption of this standard is not expected to 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 for fiscal years beginning after December 15, 2017, and interim periods within those years with early adoption permitted. 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. In August 2014, the FASB issued new guidance related to the disclosures around going concern. The new standard provides guidance around management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The new guidance becomes effective for fiscal years beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. In April 2015, the FASB issued a new accounting standard update on the presentation of debt issuance costs. The new guidance provides that debt issuance costs related to a recognized debt liability be presented as a direct reduction from its carrying value. The new guidance becomes effective for fiscal years beginning after December 15, 2015, and interim periods within those years, with early adoption permitted. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. |
Net Loss per Share | Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss 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, 2015 and 2014, 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, 2015 and 2014, the Company used Level 2 assumptions for its U.S. municipal securities, certificates of deposit, acquisition-related promissory notes, revolving loan facility, term loan facility, 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, 2015 and 2014, 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 and are presented as current assets as they are available for current operations. |
Variable Interest Entities | Variable Interest Entities In April 2015, the Company purchased an interest in a privately held entity that is a VIE. A VIE is consolidated by its primary beneficiary. The primary beneficiary has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. The assessment of whether the Company is the primary beneficiary of the VIE require significant assumptions and judgments, including the identification of significant activities and an assessment of our ability to direct those activities. Based on the results of the assessment performed, the Company has concluded that it is not the primary beneficiary as it does not have the ability to exert significant influence over the VIE’s operations. Accordingly, the interest of $2.5 million as of June 30, 2015 is recognized at cost in other assets, noncurrent on the Company’s consolidated balance sheet. The Company’s interest was evaluated for impairment as of June 30, 2015 which did not result in any indications of impairment. The Company’s maximum exposure to loss as a result of the unconsolidated VIE was $2.5 million at June 30, 2015, which represents the value of the Company’s investment in the VIE. |
Interest Rate Swap | The Company entered into an interest rate swap to reduce its exposure to the financial impact of changing interest rates under its term loan facility. 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. The swap agreement 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 loss before depreciation and amortization, stock-based compensation expense and goodwill impairment. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
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 per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Net Loss per Share | The following table presents the calculation of basic and diluted net loss per share: Fiscal Year Ended 2015 2014 2013 (In thousands, except per share data) Numerator: Basic and Diluted: Net loss $ (20,008 ) $ (146,404 ) $ (67,372 ) Denominator: Basic and Diluted: Weighted average shares of common stock used in computing basic and diluted net loss per share 44,454 43,528 42,816 Net loss per share: Basic and Diluted (1) $ (0.45 ) $ (3.36 ) $ (1.57 ) Securities excluded from weighted average shares used in computing diluted net loss per share because the effect would have been anti-dilutive: (2) 8,198 8,843 9,417 (1) Diluted EPS does not reflect any potential common stock relating to stock options or restricted stock units due to net loss incurred for fiscal years 2015, 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, Mark27
Fair Value Measurements, Marketable Securities and Variable Interest Entities (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Text Block [Abstract] | |
Schedule of Company's Financial Assets and Liabilities | The Company’s financial assets and liabilities as of June 30, 2015 and 2014 were categorized as follows in the fair value hierarchy (in thousands): Fair Value Measurements as of June 30, 2015 Using Quoted Prices in Significant Other Total Assets: Money market funds $ 20,156 $ — $ 20,156 Liabilities: Acquisition-related promissory note (1) $ — $ 49 $ 49 Revolving loan facility (1) — 15,000 15,000 $ — $ 15,049 $ 15,049 Fair Value Measurements as of June 30, 2014 Using Quoted Prices in Significant Other Total 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 facility (1) — 76,660 76,660 Interest rate swap — 630 630 $ — $ 77,893 $ 77,893 (1) These liabilities are carried at historical cost on the Company’s consolidated balance sheets. |
Schedule of Unrealized Gains and Losses Related to Cash Equivalents and Available-For-Sale Securities | The following table summarizes unrealized gains and losses related to cash equivalents and available-for-sale securities held by the Company as of June 30, 2015 and 2014 (in thousands): As of June 30 2015 Gross Gross Gross Estimated Money market funds $ 20,156 $ — $ — $ 20,156 As of June 30, 2014 Gross Gross Gross Estimated 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 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accounts Receivable, Net | Accounts receivable, net is comprised of the following (in thousands): June 30, 2015 2014 Accounts receivable $ 48,304 $ 43,901 Less: Allowance for doubtful accounts (440 ) (364 ) Less: Allowance for sales returns (1,624 ) (1,558 ) $ 46,240 $ 41,979 |
Property and Equipment, Net | Property and equipment, net is comprised of the following (in thousands): June 30, 2015 2014 Computer equipment $ 13,656 $ 15,111 Software 11,079 10,508 Furniture and fixtures 3,124 3,024 Leasehold improvements 1,806 1,796 Internal software development costs 26,056 23,603 55,721 54,042 Less: Accumulated depreciation and amortization (47,156 ) (42,916 ) $ 8,565 $ 11,126 |
Schedule of Prepaid Expenses and Other Assets | Prepaid expenses and other assets are comprised of the following (in thousands): June 30, 2015 2014 Income tax receivable $ 9,719 $ 9,333 Prepaid expenses 1,571 1,649 Other assets 213 665 Total prepaid expenses and other assets $ 11,503 $ 11,647 |
Accrued Liabilities | Accrued liabilities are comprised of the following (in thousands): June 30, 2015 2014 Accrued media costs $ 14,728 $ 14,407 Accrued compensation and related expenses and taxes payable 8,007 7,103 Accrued professional service and other business expenses 4,411 6,344 Total accrued liabilities $ 27,146 $ 27,854 |
Intangible Assets, Net and Go29
Intangible Assets, Net and Goodwill (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible assets, net consisted of the following (in thousands): June 30, 2015 June 30, 2014 Gross Accumulated Net Gross Accumulated Net Customer/publisher/advertiser relationships $ 37,056 $ (33,916 ) $ 3,140 $ 37,040 $ (31,185 ) $ 5,855 Content 62,162 (54,629 ) 7,533 62,196 (50,348 ) 11,848 Website/trade/domain names 31,533 (24,697 ) 6,836 31,652 (21,482 ) 10,170 Acquired technology and others 36,742 (35,221 ) 1,521 36,744 (33,176 ) 3,568 $ 167,493 $ (148,463 ) $ 19,030 $ 167,632 $ (136,191 ) $ 31,441 |
Amortization Expense | Amortization expense for the Company’s acquisition-related intangible assets as of June 30, 2015 for each of the next five years and thereafter is as follows (in thousands): Year Ending June 30, Amortization 2016 $ 9,279 2017 6,079 2018 1,991 2019 798 2020 773 Thereafter 110 $ 19,030 |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for fiscal years 2015 and 2014 were as follows (in thousands): Total Balance at June 30, 2013 $ 150,456 Additions 636 Impairment (95,641 ) Balance at June 30, 2014 $ 55,451 Additions 667 Balance at June 30, 2015 $ 56,118 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Components of Loss Before Income Taxes | The components of loss before income taxes are as follows (in thousands): Fiscal Year Ended June 30, 2015 2014 2013 US $ (18,917 ) $ (109,257 ) $ (89,087 ) Foreign (1,335 ) (938 ) (4,886 ) $ (20,252 ) $ (110,195 ) $ (93,973 ) |
Components of the (Benefit from) Provision for Taxes | The components of the (benefit from) provision for taxes are as follows (in thousands): Fiscal Year Ended June 30, 2015 2014 2013 Current Federal $ (2,140 ) $ (8,885 ) $ 3,388 State (149 ) (374 ) 577 Foreign 129 361 365 Total current (benefit from) provision for income taxes $ (2,160 ) $ (8,898 ) $ 4,330 Deferred Federal $ 1,954 $ 42,842 $ (29,763 ) State — 2,265 (1,249 ) Foreign (38 ) — 81 Total deferred provision for (benefit from) income taxes 1,916 45,107 (30,931 ) (Benefit from) provision for income taxes $ (244 ) $ 36,209 $ (26,601 ) |
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 2015 2014 2013 Federal tax rate 34.0 % 34.0 % 35.0 % States taxes, net of federal benefit 5.8 % 2.4 % 0.9 % Foreign rate differential (1.1 )% (0.6 )% (1.1 )% Stock-based compensation expense (13.3 )% (3.6 )% (1.7 )% Change in valuation allowance (25.0 )% (60.5 )% (1.0 )% Impairment of goodwill — (4.3 )% (4.6 )% Research and development credits 1.6 % 0.3 % — Other (0.8 )% (0.7 )% 0.8 % Effective income tax rate 1.2 % (32.8 )% 28.3 % |
Components of Current and Long-Term Deferred Tax (Liabilities) Assets, Net | The components of the current and long-term deferred tax (liabilities) assets, net are as follows (in thousands): Fiscal Year Ended 2015 2014 Current: Reserves and accruals $ 3,091 $ 2,686 Stock options 1,942 2,035 Other 74 91 Total current deferred tax assets 5,107 4,812 Valuation allowance - ST (4,940 ) (4,589 ) Current deferred tax assets, net $ 166 $ 223 Noncurrent: Reserves and accruals $ 1,134 $ 1,309 Stock options 5,825 6,106 Intangible assets 53,261 57,083 Net operating loss 5,717 255 Fixed assets (702 ) (1,193 ) Tax Credits 2,785 1,568 Other 93 167 Total noncurrent deferred tax assets 68,113 65,295 Valuation allowance - LT (68,301 ) (63,583 ) Noncurrent deferred tax (liabilities) assets, net $ (188 ) $ 1,712 Total deferred tax (liabilities) assets, net $ (22 ) $ 1,935 |
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 2015 2014 2013 Balance at the beginning of the year $ 3,077 $ 2,692 $ 2,436 Gross increases - current period tax positions 337 379 389 Gross increases - prior period tax positions 115 323 132 Gross decreases - prior period tax positions (44 ) — — Reductions as a result of lapsed statute of limitations (222 ) (317 ) (265 ) Balance at the end of the year $ 3,263 $ 3,077 $ 2,692 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Maturities of Debt | The maturities of debt as of June 30, 2015 were as follows (in thousands): Year Ending June 30, Promissory Revolving Loan 2016 $ 50 $ — 2017 — 15,000 50 15,000 Less: imputed interest and unamortized discounts (1 ) — Less: current portion (49 ) — Noncurrent portion of debt $ — $ 15,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Annual Minimum Lease Payments under all Noncancelable Operating Leases | Future annual minimum lease payments under all noncancelable operating leases as of June 30, 2015 were as follows (in thousands): Year Ending June 30, Operating 2016 $ 3,645 2017 3,323 2018 3,245 2019 1,303 2020 57 $ 11,573 |
Stock Benefit Plans (Tables)
Stock Benefit Plans (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Weighted Average Black-Scholes Model Assumptions and Weighted Average Date of Grant Fair Value of Stock Options | The weighted average Black-Scholes model assumptions and the weighted average grant date fair value of stock options in fiscal years 2015, 2014 and 2013 were as follows: Fiscal Year Ended June 30, 2015 2014 2013 Expected term (in years) 4.6 4.6 4.6 Expected volatility 46 % 48 % 54 % Expected dividend yield 0.0 % 0.0 % 0.0 % Risk-free interest rate 1.6 % 1.4 % 0.7 % Grant date fair value $ 1.87 $ 3.67 $ 3.82 |
Stock Option Award Activity | The following table summarizes the stock option award activity under the Company’s stock incentive plans from June 30, 2013 to June 30, 2015: Shares Weighted Weighted Aggregate 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 Granted 453,608 4.65 Exercised (211,878 ) 4.60 Forfeited (292,815 ) 9.92 Expired (1,583,066 ) 10.46 Outstanding at June 30, 2015 5,878,441 $ 10.07 2.88 $ 950,759 Vested and expected-to-vest at June 30, 2015 (1) 5,757,585 $ 10.13 2.82 $ 888,953 Vested and exercisable at June 30, 2015 4,921,713 $ 10.52 2.44 $ 484,367 (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, 2015: Options Outstanding Options Exercisable Range or Exercise Prices Number of Shares Weighted Weighted Number of Shares Weighted $3.91-$5.94 677,001 5.96 $ 5.06 307,732 $ 4.90 $5.96-$9.00 476,045 3.34 $ 7.50 397,419 $ 7.48 $9.01-$9.01 798,014 0.99 $ 9.01 798,014 $ 9.01 $9.23-$9.55 959,877 4.31 $ 9.47 642,124 $ 9.43 $9.64-$9.91 655,205 3.58 $ 9.68 496,196 $ 9.69 $10.28-$10.28 631,536 0.08 $ 10.28 631,536 $ 10.28 $10.34-$11.67 1,006,268 2.54 $ 11.32 974,197 $ 11.31 $12.43-$15.60 181,000 3.84 $ 14.19 181,000 $ 14.19 $16.89-$16.89 104,295 1.74 $ 16.89 104,295 $ 16.89 $19.00-$19.00 389,200 1.36 $ 19.00 389,200 $ 19.00 $3.91-$19.00 5,878,441 2.88 $ 10.07 4,921,713 $ 10.52 |
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 2015, 2014 and 2013: Fiscal Year Ended June 30, 2015 2014 2013 Intrinsic value $ 131 $ 1,875 $ 423 Cash received 975 3,652 457 Tax benefit — — 113 |
Schedule of Restricted Stock Unit Activity | The following table summarizes the restricted stock unit activity under the Company’s stock incentive plans from June 30, 2013 to June 30, 2015: Shares Weighted Weighted Aggregate Outstanding at June 30, 2013 1,660,209 $ 9.70 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 $ 10.10 1.32 $ 9,077 Granted 3,443,278 5.26 Vested (606,209 ) 5.11 Forfeited (751,776 ) 7.04 Outstanding at June 30, 2015 3,732,630 $ 7.06 1.32 $ 24,064 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Summarized Information by Segment | Summarized information by segment was as follows (in thousands): Fiscal Year Ended June 30, 2015 2014 2013 Net revenue by segment: DMS $ 281,225 $ 281,490 $ 304,085 All other 915 1,059 1,016 Total net revenue 282,140 282,549 305,101 Segment operating income before depreciation, amortization, stock-based compensation expense, and goodwill impairment: DMS 9,007 23,558 47,316 All other 538 631 556 Total segment operating income before depreciation, amortization, stock-based compensation expense, and goodwill impairment: 9,545 24,189 47,872 Depreciation and amortization (18,867 ) (26,097 ) (32,325 ) Stock-based compensation expense (9,855 ) (10,429 ) (12,016 ) Impairment of goodwill — (95,641 ) (92,350 ) Total operating loss $ (19,177 ) $ (107,978 ) $ (88,819 ) |
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, 2015 2014 2013 Net revenue: United States $ 276,182 $ 278,791 $ 302,178 International 5,958 3,758 2,923 Total net revenue $ 282,140 $ 282,549 $ 305,101 June 30, June 30, 2015 2014 Property and equipment, net: United States $ 8,313 $ 10,878 International 252 248 Total property and equipment, net $ 8,565 $ 11,126 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||
Jun. 30, 2015USD ($)ClientsSegment | Jun. 30, 2014USD ($)Clients | Jun. 30, 2013USD ($)Clients | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Number of clients accounted for 10% or more of net revenue | Clients | 0 | 0 | 0 |
Number of clients accounted for 10% or more of net accounts receivable | Clients | 0 | 0 | 0 |
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 | $ 2,500,000 |
Number of reportable operating segments | Segment | 2 | ||
Impairment charges recorded | $ 0 | $ 95,641,000 | 92,350,000 |
Weighted average useful life of intangible assets | 8 years | 7 years | |
Advertising costs | $ 700,000 | $ 1,100,000 | $ 0 |
Software Development [Member] | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Estimated useful lives of the assets | 2 years | ||
Net revenue [Member] | Customer Concentration Risk [Member] | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Percentage of revenue accounted by major clients | 10.00% | 10.00% | 10.00% |
Net accounts receivable [Member] | Concentrations of Credit Risk [Member] | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Percentage of revenue accounted by major clients | 10.00% | 10.00% | 10.00% |
DMS [Member] | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Percentage of revenue | 99.00% | 99.00% | 99.00% |
Impairment charges recorded | $ 0 | ||
DSS [Member] | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Impairment charges recorded | $ 1,200,000 | ||
DSS [Member] | Maximum [Member] | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Percentage of revenue | 1.00% | 1.00% | 1.00% |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Estimated Useful Lives of the Assets (Detail) | 12 Months Ended |
Jun. 30, 2015 | |
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 per Share - Calculatio
Net Loss per Share - Calculation of Basic and Diluted Net Loss per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Basic and Diluted: | |||
Net loss | $ (20,008) | $ (146,404) | $ (67,372) |
Basic and Diluted: | |||
Weighted average shares of common stock used in computing basic and diluted net loss per share | 44,454 | 43,528 | 42,816 |
Net loss per share: | |||
Basic and Diluted | $ (0.45) | $ (3.36) | $ (1.57) |
Securities excluded from weighted average shares used in computing diluted net loss per share because the effect would have been anti-dilutive: | 8,198 | 8,843 | 9,417 |
Fair Value Measurements, Mark38
Fair Value Measurements, Marketable Securities and Variable Interest Entities - Schedule of Company's Financial Assets and Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Assets: | ||
Assets, Fair Value Measurements | $ 77,750 | |
Liabilities: | ||
Liabilities, Fair Value Measurements | $ 15,049 | 77,893 |
Revolving loan facility [Member] | ||
Liabilities: | ||
Liabilities, Fair Value Measurements | 15,000 | |
Promissory Note [Member] | ||
Liabilities: | ||
Liabilities, Fair Value Measurements | 49 | 603 |
Term loan facility [Member] | ||
Liabilities: | ||
Liabilities, Fair Value Measurements | 76,660 | |
Interest rate swap [Member] | ||
Liabilities: | ||
Liabilities, Fair Value Measurements | 630 | |
U.S. municipal securities [Member] | ||
Assets: | ||
Assets, Fair Value Measurements | 12,816 | |
Certificates of deposit [Member] | ||
Assets: | ||
Assets, Fair Value Measurements | 26,293 | |
Money market funds [Member] | ||
Assets: | ||
Assets, Fair Value Measurements | 20,156 | 38,641 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Assets: | ||
Assets, Fair Value Measurements | 38,641 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Money market funds [Member] | ||
Assets: | ||
Assets, Fair Value Measurements | 20,156 | 38,641 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: | ||
Assets, Fair Value Measurements | 39,109 | |
Liabilities: | ||
Liabilities, Fair Value Measurements | 15,049 | 77,893 |
Significant Other Observable Inputs (Level 2) [Member] | Revolving loan facility [Member] | ||
Liabilities: | ||
Liabilities, Fair Value Measurements | 15,000 | |
Significant Other Observable Inputs (Level 2) [Member] | Promissory Note [Member] | ||
Liabilities: | ||
Liabilities, Fair Value Measurements | $ 49 | 603 |
Significant Other Observable Inputs (Level 2) [Member] | Term loan facility [Member] | ||
Liabilities: | ||
Liabilities, Fair Value Measurements | 76,660 | |
Significant Other Observable Inputs (Level 2) [Member] | Interest rate swap [Member] | ||
Liabilities: | ||
Liabilities, Fair Value Measurements | 630 | |
Significant Other Observable Inputs (Level 2) [Member] | U.S. municipal securities [Member] | ||
Assets: | ||
Assets, Fair Value Measurements | 12,816 | |
Significant Other Observable Inputs (Level 2) [Member] | Certificates of deposit [Member] | ||
Assets: | ||
Assets, Fair Value Measurements | $ 26,293 |
Fair Value Measurements, Mark39
Fair Value Measurements, Marketable Securities and Variable Interest Entities - Schedule of Unrealized Gains and Losses Related to Cash Equivalents and Available-For-Sale Securities (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Schedule of Available-for-sale Securities [Line Items] | ||
Gross Amortized Cost | $ 77,783 | |
Gross Unrealized Gains | 4 | |
Gross Unrealized Losses | 37 | |
Estimated Fair Value | 77,750 | |
U.S. municipal securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Gross Amortized Cost | 12,812 | |
Gross Unrealized Gains | 4 | |
Estimated Fair Value | 12,816 | |
Certificates of deposit [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Gross Amortized Cost | 26,330 | |
Gross Unrealized Losses | 37 | |
Estimated Fair Value | 26,293 | |
Money market funds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Gross Amortized Cost | $ 20,156 | 38,641 |
Estimated Fair Value | $ 20,156 | $ 38,641 |
Fair Value Measurements, Mark40
Fair Value Measurements, Marketable Securities and Variable Interest Entities - Additional Information (Detail) | 12 Months Ended | |
Jun. 30, 2014USD ($)Securities | Jun. 30, 2015USD ($)Securities | |
Schedule of Held-to-maturity Securities [Line Items] | ||
Realized gains (losses) from sales of securities | $ 0 | |
Number of securities hold maturity greater than one year | Securities | 0 | 0 |
VIE not primary beneficiary [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Maximum exposure to loss as a result of unconsolidated VIE | $ 2,500,000 | |
VIE not primary beneficiary [Member] | Other assets, noncurrent [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Interest recognized at cost | $ 2,500,000 |
Balance Sheet Components - Acco
Balance Sheet Components - Accounts Receivable, Net (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Accounts Receivable, Net, Current [Abstract] | ||
Accounts receivable | $ 48,304 | $ 43,901 |
Less: Allowance for doubtful accounts | (440) | (364) |
Less: Allowance for sales returns | (1,624) | (1,558) |
Accounts receivable, net | $ 46,240 | $ 41,979 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | $ 55,721 | $ 54,042 |
Less: Accumulated depreciation and amortization | (47,156) | (42,916) |
Property and equipment, net | 8,565 | 11,126 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 13,656 | 15,111 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 11,079 | 10,508 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 3,124 | 3,024 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | 1,806 | 1,796 |
Internal software development costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment, gross | $ 26,056 | $ 23,603 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Property Plant and Equipment Useful Life and Values [Abstract] | |||
Depreciation expense | $ 4 | $ 3.9 | $ 3.3 |
Amortization expense related to internal software development costs | $ 2.4 | $ 2.6 | $ 2.2 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Prepaid Expenses and Other Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Income tax receivable | $ 9,719 | $ 9,333 |
Prepaid expenses | 1,571 | 1,649 |
Other assets | 213 | 665 |
Total prepaid expenses and other assets | $ 11,503 | $ 11,647 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Payables and Accruals [Abstract] | ||
Accrued media costs | $ 14,728 | $ 14,407 |
Accrued compensation and related expenses and taxes payable | 8,007 | 7,103 |
Accrued professional service and other business expenses | 4,411 | 6,344 |
Total accrued liabilities | $ 27,146 | $ 27,854 |
Intangible Assets, Net and Go46
Intangible Assets, Net and Goodwill - Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 167,493 | $ 167,632 |
Accumulated Amortization | (148,463) | (136,191) |
Net Carrying Amount | 19,030 | 31,441 |
Customer/publisher/advertiser relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 37,056 | 37,040 |
Accumulated Amortization | (33,916) | (31,185) |
Net Carrying Amount | 3,140 | 5,855 |
Content [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 62,162 | 62,196 |
Accumulated Amortization | (54,629) | (50,348) |
Net Carrying Amount | 7,533 | 11,848 |
Website/trade/domain names [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 31,533 | 31,652 |
Accumulated Amortization | (24,697) | (21,482) |
Net Carrying Amount | 6,836 | 10,170 |
Acquired technology and others [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 36,742 | 36,744 |
Accumulated Amortization | (35,221) | (33,176) |
Net Carrying Amount | $ 1,521 | $ 3,568 |
Intangible Assets, Net and Go47
Intangible Assets, Net and Goodwill - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 12,500 | $ 19,600 | $ 26,800 |
Cash paid for acquisition | 500 | 875 | |
Impairment of goodwill | 0 | 95,641 | $ 92,350 |
Online Lead Generation Company [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cash paid for acquisition | 500 | ||
Estimated payments to be paid upon achievement of financial metrics | $ 300 | ||
Estimated payments period after acquisition date | 5 years | ||
Online Publishing Businesses [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cash paid for acquisition | $ 900 |
Intangible Assets, Net and Go48
Intangible Assets, Net and Goodwill - Amortization Expense (Detail) $ in Thousands | Jun. 30, 2015USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,016 | $ 9,279 |
2,017 | 6,079 |
2,018 | 1,991 |
2,019 | 798 |
2,020 | 773 |
Thereafter | 110 |
Net Carrying Amount | $ 19,030 |
Intangible Assets, Net and Go49
Intangible Assets, Net and Goodwill - Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill, Beginning | $ 55,451 | $ 150,456 | |
Additions | 667 | 636 | |
Impairment | 0 | (95,641) | $ (92,350) |
Goodwill, Ending | $ 56,118 | $ 55,451 | $ 150,456 |
Income Taxes - Components of Lo
Income Taxes - Components of Loss Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Tax Disclosure [Abstract] | |||
US | $ (18,917) | $ (109,257) | $ (89,087) |
Foreign | (1,335) | (938) | (4,886) |
Loss before income taxes | $ (20,252) | $ (110,195) | $ (93,973) |
Income Taxes - Components of th
Income Taxes - Components of the (Benefit from) Provision for Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Current | |||
Federal | $ (2,140) | $ (8,885) | $ 3,388 |
State | (149) | (374) | 577 |
Foreign | 129 | 361 | 365 |
Total current (benefit from) provision for income taxes | (2,160) | (8,898) | 4,330 |
Deferred | |||
Federal | 1,954 | 42,842 | (29,763) |
State | 2,265 | (1,249) | |
Foreign | (38) | 81 | |
Total deferred provision for (benefit from) income taxes | 1,916 | 45,107 | (30,931) |
(Benefit from) provision for income taxes | $ (244) | $ 36,209 | $ (26,601) |
Income Taxes - Reconciliation B
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, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Tax Disclosure [Abstract] | |||
Federal tax rate | 34.00% | 34.00% | 35.00% |
States taxes, net of federal benefit | 5.80% | 2.40% | 0.90% |
Foreign rate differential | (1.10%) | (0.60%) | (1.10%) |
Stock-based compensation expense | (13.30%) | (3.60%) | (1.70%) |
Change in valuation allowance | (25.00%) | (60.50%) | (1.00%) |
Impairment of goodwill | (4.30%) | (4.60%) | |
Research and development credits | 1.60% | 0.30% | |
Other | (0.80%) | (0.70%) | 0.80% |
Effective income tax rate | 1.20% | (32.80%) | 28.30% |
Income Taxes - Components of Cu
Income Taxes - Components of Current and Long-Term Deferred Tax (Liabilities) Assets, Net (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Current: | ||
Reserves and accruals | $ 3,091 | $ 2,686 |
Stock options | 1,942 | 2,035 |
Other | 74 | 91 |
Total current deferred tax assets | 5,107 | 4,812 |
Valuation allowance - ST | (4,940) | (4,589) |
Current deferred tax assets, net | 166 | 223 |
Noncurrent: | ||
Reserves and accruals | 1,134 | 1,309 |
Stock options | 5,825 | 6,106 |
Intangible assets | 53,261 | 57,083 |
Net operating loss | 5,717 | 255 |
Fixed assets | (702) | (1,193) |
Tax Credits | 2,785 | 1,568 |
Other | 93 | 167 |
Total noncurrent deferred tax assets | 68,113 | 65,295 |
Valuation allowance - LT | (68,301) | (63,583) |
Noncurrent deferred tax (liabilities) assets, net | (188) | 1,712 |
Total deferred tax (liabilities) assets, net | $ (22) | $ 1,935 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - Jun. 30, 2015 - USD ($) $ in Millions | Total |
Income Tax Contingency [Line Items] | |
Income taxes have not been provided for cumulative undistributed earnings | $ 2 |
Interest and penalties related to the unrecognized tax benefits | 1.1 |
Unrecognized tax benefits that if recognized would affect the effective tax rate | $ 2 |
Amount of existing unrecognized tax benefits increase or decrease | Within the next 12 months |
Federal [Member] | |
Income Tax Contingency [Line Items] | |
Operating loss carry-forwards | $ 14.1 |
Operating loss carry-forwards, expire date | Jun. 30, 2035 |
R&D carried forwards | $ 1 |
Tax credit carry-forwards, expire date | Jun. 30, 2034 |
Federal [Member] | Stock option windfall deductions [Member] | |
Income Tax Contingency [Line Items] | |
Operating loss carry-forwards | $ 0.1 |
State [Member] | |
Income Tax Contingency [Line Items] | |
Operating loss carry-forwards | $ 13.8 |
Operating loss carry-forwards, expire date | Jun. 30, 2034 |
Other State [Member] | Stock option windfall deductions [Member] | |
Income Tax Contingency [Line Items] | |
Operating loss carry-forwards | $ 0.3 |
California [Member] | State [Member] | |
Income Tax Contingency [Line Items] | |
R&D carried forwards | 3.8 |
California [Member] | State [Member] | Stock option windfall deductions [Member] | |
Income Tax Contingency [Line Items] | |
Operating loss carry-forwards | 0.2 |
Brazil [Member] | International [Member] | |
Income Tax Contingency [Line Items] | |
Operating loss carry-forwards | 0.8 |
India [Member] | International [Member] | |
Income Tax Contingency [Line Items] | |
Operating loss carry-forwards | $ 2.5 |
Operating loss carry-forwards, expire date | Jun. 30, 2020 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized Tax Benefits, Beginning Balance | $ 3,077 | $ 2,692 | $ 2,436 |
Gross increases - current period tax positions | 337 | 379 | 389 |
Gross increases - prior period tax positions | 115 | 323 | 132 |
Gross decreases - prior period tax positions | (44) | ||
Reductions as a result of lapsed statute of limitations | (222) | (317) | (265) |
Unrecognized Tax Benefits, Ending Balance | $ 3,263 | $ 3,077 | $ 2,692 |
Debt - Additional Information (
Debt - Additional Information (Detail) | Jun. 11, 2015USD ($) | Jul. 17, 2014USD ($) | Nov. 30, 2011USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2013USD ($) | Feb. 15, 2013USD ($) |
Debt Instrument [Line Items] | |||||||
Adjusted EBITDA | $ 5,000,000 | ||||||
Amortization of principal amount of term loan | 35,000,000 | ||||||
Issue of promissory notes | 0 | $ 0 | $ 0 | ||||
Accretion of promissory notes recorded in interest expense | 0 | 100,000 | $ 100,000 | ||||
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 | ||||||
Quarter ending June 30, 2015 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Minimum EBITDA | $ 1 | ||||||
Quarter ending September 30, 2015 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Minimum EBITDA | 2,000,000 | ||||||
Quarter ending December 31, 2015 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Minimum EBITDA | 3,000,000 | ||||||
Quarter ending March 31, 2016 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Minimum EBITDA | 4,000,000 | ||||||
Quarter ending June 30, 2016 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Minimum EBITDA | 5,000,000 | ||||||
Interest rate swap [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Derivative notional amount outstanding in the swap agreement | $ 85,000,000 | ||||||
Interest rate swap effectively fixes the Eurodollar rate | 0.97% | ||||||
Effective date of swap | Apr. 9, 2012 | ||||||
Derivative maturity date | Nov. 4, 2016 | ||||||
Other income (expense), net | $ 300,000 | ||||||
First Amendment [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan Amendment date | Feb. 15, 2013 | ||||||
Second Amendment [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan Amendment date | Jul. 17, 2014 | ||||||
Third Amendment [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan Amendment date | Jun. 11, 2015 | ||||||
Credit Agreement expiration date | Nov. 4, 2016 | ||||||
Credit Agreement extended expiration date | Jun. 11, 2017 | ||||||
Upfront arrangement fees incurred in connection with the term loan facility | $ 500,000 | ||||||
Term loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Outstanding amount | $ 0 | 77,500,000 | |||||
Revolving loan facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan facility, total | 50,000,000 | $ 100,000,000 | $ 200,000,000 | ||||
Period for loan facility | 5 years | ||||||
Loan facility, current | $ 25,000,000 | $ 50,000,000 | $ 100,000,000 | ||||
Annual facility fee | $ 62,500 | ||||||
Annual unused fee, percentage | 0.25% | ||||||
Revolving loan facility, covenant terms | 1. Minimum EBITDA as of the end of each fiscal quarter for the trailing twelve month period of not less than (a) $1 for the quarter ending June 30, 2015; (b) $2,000,000 for the quarter ending September 30, 2015; (c) $3,000,000 for the quarter ending December 31, 2015; (d) $4,000,000 for the quarter ending March 31, 2016; (e) $5,000,000 for the quarter ending June 30, 2016.Thereafter, minimum EBITDA increases each quarter in $1,000,000 increments; provided that there shall be no loss in EBITDA greater than $2,000,000 in any fiscal quarter during such trailing four quarter period. | ||||||
Minimum adjusted quick ratio | 1.25 | ||||||
Outstanding amount | $ 15,000,000 | $ 0 | |||||
Revolving loan facility [Member] | Base rate plus [Member] | Second Amended Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate dependent upon the ratio of funded debt to adjusted EBITDA | 1.375% | ||||||
Revolving loan facility [Member] | Eurodollar rate plus [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate dependent upon the ratio of funded debt to adjusted EBITDA | 3.00% | ||||||
Revolving loan facility [Member] | Eurodollar rate plus [Member] | Second Amended Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate dependent upon the ratio of funded debt to adjusted EBITDA | 2.375% | ||||||
Revolving loan facility [Member] | Second Amendment [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Upfront arrangement fees incurred in connection with the term loan facility | $ 300,000 | ||||||
Term loan facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loan facility, total | $ 100,000,000 | ||||||
Percentage of amortization with principal of term loan facility year one | 5.00% | ||||||
Percentage of amortization with principal of term loan facility year two | 10.00% | ||||||
Percentage of amortization with principal of term loan facility year three | 15.00% | ||||||
Percentage of amortization with principal of term loan facility year four | 20.00% | ||||||
Percentage of amortization with principal of term loan facility year five | 50.00% | ||||||
Period for loan facility | 5 years | ||||||
Term loan facility [Member] | Base rate plus [Member] | Second Amended Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate dependent upon the ratio of funded debt to adjusted EBITDA | 1.75% | ||||||
Term loan facility [Member] | Eurodollar rate plus [Member] | Second Amended Agreement [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate dependent upon the ratio of funded debt to adjusted EBITDA | 2.75% |
Debt - Maturities of Debt (Deta
Debt - Maturities of Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Debt Instrument [Line Items] | ||
Noncurrent portion of debt | $ 15,000 | $ 59,565 |
Promissory Note [Member] | ||
Debt Instrument [Line Items] | ||
2,016 | 50 | |
Long term debt, total | 50 | |
Less: imputed interest and unamortized discounts | (1) | |
Less: current portion | (49) | |
Long term debt, total | 50 | |
Revolving loan facility [Member] | ||
Debt Instrument [Line Items] | ||
2,017 | 15,000 | |
Long term debt, total | 15,000 | |
Noncurrent portion of debt | 15,000 | |
Long term debt, total | $ 15,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 12 Months Ended | ||
Jun. 30, 2015USD ($)Lease | Jun. 30, 2014USD ($) | Jun. 30, 2013USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent expense for office space and equipment | $ 3,500,000 | $ 3,600,000 | $ 3,400,000 |
Leases expiration year | 2,020 | ||
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 | Nov. 1, 2010 | ||
Lease term expires | Oct. 31, 2018 | ||
Number of times lease term can be extended | Lease | 2 | ||
Estimated fair value of indemnification agreements | $ 0 | 0 | |
Fair value of indemnity provisions | $ 0 | $ 0 |
Commitments and Contingencies59
Commitments and Contingencies - Future Annual Minimum Lease Payments under all Noncancelable Operating Leases (Detail) $ in Thousands | Jun. 30, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 3,645 |
2,017 | 3,323 |
2,018 | 3,245 |
2,019 | 1,303 |
2,020 | 57 |
Operating Leases, Future Minimum Payments Due, Total | $ 11,573 |
Stock Benefit Plans - Additiona
Stock Benefit Plans - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 9,855,000 | $ 10,429,000 | $ 12,016,000 | |
Recognition of related excess tax benefits | 0 | 500,000 | 100,000 | |
Cash flows from financing activities a gross benefit of tax deductions | $ 0 | $ 543,000 | $ 156,000 | |
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 | $ 2,600,000 | |||
Total unrecognized compensation expense related to restricted stock | $ 14,800,000 | |||
2010 Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock reserved for issuance | 11,411,822 | |||
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 | 9,348,679 | |||
Directors' Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock reserved for issuance | 2,047,770 | |||
Shares available for issuance | 803,142 | |||
Stock options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options vesting percentage one year from the date of grant | 25.00% | |||
Remaining stock option vesting percentage over the three years period thereafter | 75.00% | |||
Restricted stock units vesting period | 4 years | |||
Weighted average period (in years) | 2 years 26 days | |||
Restricted stock units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock units vesting period | 4 years | 5 years | ||
Restricted stock units vesting percentage one year from the date of grant | 25.00% | 15.00% | ||
Restricted stock units vesting percentage over the following three years | 60.00% | |||
Remaining restricted stock units vesting percentage | 25.00% | |||
Remaining restricted stock units vesting quarterly thereafter percentage | 6.25% | |||
Weighted average period (in years) | 2 years 10 months 2 days |
Stock Benefit Plans - Schedule
Stock Benefit Plans - Schedule of Weighted Average Black-Scholes Model Assumptions and Weighted Average Date of Grant Fair Value of Stock Options (Detail) - $ / shares | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Disclosure of Compensation Related Costs, Share-based 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 | 46.00% | 48.00% | 54.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 1.60% | 1.40% | 0.70% |
Grant date fair value | $ 1.87 | $ 3.67 | $ 3.82 |
Stock Benefit Plans -Schedule o
Stock Benefit Plans -Schedule of Stock Option Award Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Beginning balance, Shares | 7,512,592 | 10,039,450 | |
Granted, Shares | 453,608 | 1,449,608 | |
Exercised, Shares | (211,878) | (731,936) | |
Forfeited, Shares | (292,815) | (790,175) | |
Expired, Shares | (1,583,066) | (2,454,355) | |
Ending balance, Shares | 5,878,441 | 7,512,592 | 10,039,450 |
Beginning balance, Weighted Average Exercise Price | $ 10.32 | $ 10.31 | |
Vested and expected-to-vest at June 30, 2015, Shares | 5,757,585 | ||
Granted, Weighted Average Exercise Price | $ 4.65 | 8.98 | |
Vested and exercisable at June 30, 2015, Shares | 4,921,713 | ||
Exercised, Weighted Average Exercise Price | $ 4.60 | $ 4.99 | |
Weighted Average Remaining Contractual Life (in years) | 2 years 10 months 17 days | 3 years 3 months 7 days | 3 years 4 months 21 days |
Forfeited, Weighted Average Exercise Price | $ 9.92 | $ 10.75 | |
Vested and expected-to-vest at June 30, 2015, Weighted Average Remaining Contractual Life (in years) | 2 years 9 months 26 days | ||
Expired, Weighted Average Exercise Price | $ 10.46 | 10.93 | |
Vested and exercisable at June 30, 2015, Weighted Average Remaining Contractual Life (in years) | 2 years 5 months 9 days | ||
Ending balance, Weighted Average Exercise Price | $ 10.07 | $ 10.32 | $ 10.31 |
Aggregate Intrinsic Value | $ 950,759 | $ 225,182 | $ 5,693,691 |
Vested and expected-to-vest at June 30, 2015, Weighted Average Exercise Price | $ 10.13 | ||
Vested and expected-to-vest at June 30, 2015, Aggregate Intrinsic Value | $ 888,953 | ||
Vested and exercisable at June 30, 2015, Weighted Average Exercise Price | $ 10.52 | ||
Vested and exercisable at June 30, 2015, Aggregate Intrinsic Value | $ 484,367 |
Stock Benefit Plans - Schedul63
Stock Benefit Plans - Schedule of Share Based Compensation Options Outstanding and Exercisable By Price Range (Detail) - $ / shares | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Options Outstanding, Number of Shares | 5,878,441 | 7,512,592 | 10,039,450 |
Options Outstanding, Weighted Average Remaining Contractual Term | 2 years 10 months 17 days | 3 years 3 months 7 days | 3 years 4 months 21 days |
Options Outstanding, Weighted Average Exercise Price | $ 10.07 | $ 10.32 | $ 10.31 |
$3.91 - $5.94 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Weighted Average Exercise Price, Lower | 3.91 | ||
Weighted Average Exercise Price, Upper | $ 5.94 | ||
Options Outstanding, Number of Shares | 677,001 | ||
Options Outstanding, Weighted Average Remaining Contractual Term | 5 years 11 months 16 days | ||
Options Outstanding, Weighted Average Exercise Price | $ 5.06 | ||
Options Exercisable, Number of Shares | 307,732 | ||
Options Exercisable, Weighted Average Exercise Price | $ 4.90 | ||
$5.96 - $9.00 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Weighted Average Exercise Price, Lower | 5.96 | ||
Weighted Average Exercise Price, Upper | $ 9 | ||
Options Outstanding, Number of Shares | 476,045 | ||
Options Outstanding, Weighted Average Remaining Contractual Term | 3 years 4 months 2 days | ||
Options Outstanding, Weighted Average Exercise Price | $ 7.50 | ||
Options Exercisable, Number of Shares | 397,419 | ||
Options Exercisable, Weighted Average Exercise Price | $ 7.48 | ||
$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 | 798,014 | ||
Options Outstanding, Weighted Average Remaining Contractual Term | 11 months 27 days | ||
Options Outstanding, Weighted Average Exercise Price | $ 9.01 | ||
Options Exercisable, Number of Shares | 798,014 | ||
Options Exercisable, Weighted Average Exercise Price | $ 9.01 | ||
$9.23 - $9.55 [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 | $ 9.55 | ||
Options Outstanding, Number of Shares | 959,877 | ||
Options Outstanding, Weighted Average Remaining Contractual Term | 4 years 3 months 22 days | ||
Options Outstanding, Weighted Average Exercise Price | $ 9.47 | ||
Options Exercisable, Number of Shares | 642,124 | ||
Options Exercisable, Weighted Average Exercise Price | $ 9.43 | ||
$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 | 655,205 | ||
Options Outstanding, Weighted Average Remaining Contractual Term | 3 years 6 months 29 days | ||
Options Outstanding, Weighted Average Exercise Price | $ 9.68 | ||
Options Exercisable, Number of Shares | 496,196 | ||
Options Exercisable, Weighted Average Exercise Price | $ 9.69 | ||
$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 | 631,536 | ||
Options Outstanding, Weighted Average Remaining Contractual Term | 29 days | ||
Options Outstanding, Weighted Average Exercise Price | $ 10.28 | ||
Options Exercisable, Number of Shares | 631,536 | ||
Options Exercisable, Weighted Average Exercise Price | $ 10.28 | ||
$10.34 - $11.67 [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 | $ 11.67 | ||
Options Outstanding, Number of Shares | 1,006,268 | ||
Options Outstanding, Weighted Average Remaining Contractual Term | 2 years 6 months 15 days | ||
Options Outstanding, Weighted Average Exercise Price | $ 11.32 | ||
Options Exercisable, Number of Shares | 974,197 | ||
Options Exercisable, Weighted Average Exercise Price | $ 11.31 | ||
$12.43 - $15.60 [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 | $ 15.60 | ||
Options Outstanding, Number of Shares | 181,000 | ||
Options Outstanding, Weighted Average Remaining Contractual Term | 3 years 10 months 2 days | ||
Options Outstanding, Weighted Average Exercise Price | $ 14.19 | ||
Options Exercisable, Number of Shares | 181,000 | ||
Options Exercisable, Weighted Average Exercise Price | $ 14.19 | ||
$16.89 - $16.89 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Weighted Average Exercise Price, Lower | 16.89 | ||
Weighted Average Exercise Price, Upper | $ 16.89 | ||
Options Outstanding, Number of Shares | 104,295 | ||
Options Outstanding, Weighted Average Remaining Contractual Term | 1 year 8 months 27 days | ||
Options Outstanding, Weighted Average Exercise Price | $ 16.89 | ||
Options Exercisable, Number of Shares | 104,295 | ||
Options Exercisable, Weighted Average Exercise Price | $ 16.89 | ||
$19.00 - $19.00 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Weighted Average Exercise Price, Lower | 19 | ||
Weighted Average Exercise Price, Upper | $ 19 | ||
Options Outstanding, Number of Shares | 389,200 | ||
Options Outstanding, Weighted Average Remaining Contractual Term | 1 year 4 months 10 days | ||
Options Outstanding, Weighted Average Exercise Price | $ 19 | ||
Options Exercisable, Number of Shares | 389,200 | ||
Options Exercisable, Weighted Average Exercise Price | $ 19 | ||
$3.91 - $19.00 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Weighted Average Exercise Price, Lower | 3.91 | ||
Weighted Average Exercise Price, Upper | $ 19 | ||
Options Outstanding, Number of Shares | 5,878,441 | ||
Options Outstanding, Weighted Average Remaining Contractual Term | 2 years 10 months 17 days | ||
Options Outstanding, Weighted Average Exercise Price | $ 10.07 | ||
Options Exercisable, Number of Shares | 4,921,713 | ||
Options Exercisable, Weighted Average Exercise Price | $ 10.52 |
Stock Benefit Plans - Schedul64
Stock Benefit Plans - Schedule of Total Intrinsic Value, Cash Received and Actual Tax Benefit of All Options Exercised (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Intrinsic value | $ 131 | $ 1,875 | $ 423 |
Cash received | $ 975 | $ 3,652 | 457 |
Tax benefit | $ 113 |
Stock Benefit Plans - Schedul65
Stock Benefit Plans - Schedule of Restricted Stock Unit Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Beginning balance, Shares | 1,647,337 | 1,660,209 | |
Granted, Shares | 3,443,278 | 1,049,276 | |
Vested, Shares | (606,209) | (650,254) | |
Forfeited, Shares | (751,776) | (411,894) | |
Ending balance, Shares | 3,732,630 | 1,647,337 | 1,660,209 |
Beginning balance, Weighted Average Grant Date Fair Value | $ 10.10 | $ 9.70 | |
Granted, Weighted Average Grant Date Fair Value | 5.26 | 9.11 | |
Vested, Weighted Average Grant Date Fair Value | 5.11 | 7.81 | |
Forfeited, Weighted Average Grant Date Fair Value | 7.04 | 9.57 | |
Ending balance, Weighted Average Grant Date Fair Value | $ 7.06 | $ 10.10 | $ 9.70 |
Beginning balance, Aggregate Intrinsic Value | $ 9,077 | $ 14,328 | |
Weighted Average Remaining Contractual Life (in years) | 1 year 3 months 26 days | 1 year 3 months 26 days | 1 year 5 months 19 days |
Ending balance, Aggregate Intrinsic Value | $ 24,064 | $ 9,077 | $ 14,328 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Equity [Abstract] | |||
Treasury stock retired | 0 | 0 | 638,365 |
Carrying value of retired treasury stock | $ 6,157 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Apr. 11, 2014 | Oct. 01, 2013 |
Related Party Transaction [Line Items] | ||
Consulting agreement termination date | Mar. 30, 2014 | |
Vice President [Member] | ||
Related Party Transaction [Line Items] | ||
Compensation | $ 37,400 | |
Series D Preferred Stock [Member] | Split Rock [Member] | ||
Related Party Transaction [Line Items] | ||
Number of shares purchased | 1,436,781 | |
Shares purchase price | $ 1,436,781 |
Segment Information - Summarize
Segment Information - Summarized Information by Segment (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Segment Reporting Information [Line Items] | |||
Total net revenue | $ 282,140 | $ 282,549 | $ 305,101 |
Total segment operating income before depreciation, amortization, stock-based compensation expense, and goodwill impairment | 9,545 | 24,189 | 47,872 |
Depreciation and amortization | (18,867) | (26,097) | (32,325) |
Stock-based compensation expense | (9,855) | (10,429) | (12,016) |
Impairment of goodwill | 0 | (95,641) | (92,350) |
Operating loss | (19,177) | (107,978) | (88,819) |
DMS [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net revenue | 281,225 | 281,490 | 304,085 |
Total segment operating income before depreciation, amortization, stock-based compensation expense, and goodwill impairment | 9,007 | 23,558 | 47,316 |
All Other Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Total net revenue | 915 | 1,059 | 1,016 |
Total segment operating income before depreciation, amortization, stock-based compensation expense, and goodwill impairment | $ 538 | $ 631 | $ 556 |
Segment Information - Net Reven
Segment Information - Net Revenue and Long-Lived Assets by Geographic Area (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Net revenue: | |||
Total net revenue | $ 282,140 | $ 282,549 | $ 305,101 |
Property and equipment, net: | |||
Total property and equipment, net | 8,565 | 11,126 | |
United States [Member] | |||
Net revenue: | |||
Total net revenue | 276,182 | 278,791 | 302,178 |
Property and equipment, net: | |||
Total property and equipment, net | 8,313 | 10,878 | |
International [Member] | |||
Net revenue: | |||
Total net revenue | 5,958 | 3,758 | $ 2,923 |
Property and equipment, net: | |||
Total property and equipment, net | $ 252 | $ 248 |
Valuation and Qualifying Acco70
Valuation and Qualifying Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Allowance for doubtful accounts and sales returns [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at the beginning of the year | $ 1,922 | $ 2,026 | $ 2,807 |
Charged to expenses/against revenue | 923 | 322 | 97 |
Write-offs net of recoveries | (781) | (426) | (878) |
Balance at the end of the year | 2,064 | 1,922 | 2,026 |
Deferred tax asset valuation allowance [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at the beginning of the year | 68,172 | 2,026 | |
Charged to expenses/against revenue | 5,069 | 67,225 | 947 |
Balance at the end of the year | $ 73,241 | $ 68,172 | $ 2,026 |