Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Sep. 30, 2018 | Oct. 31, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,019 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | QNST | |
Entity Registrant Name | QUINSTREET, INC | |
Entity Central Index Key | 1,117,297 | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 49,289,914 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2018 | Jun. 30, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 70,519 | $ 64,700 |
Accounts receivable, net | 65,668 | 68,492 |
Prepaid expenses and other assets | 5,297 | 4,432 |
Total current assets | 141,484 | 137,624 |
Property and equipment, net | 4,126 | 4,211 |
Goodwill | 62,283 | 62,283 |
Other intangible assets, net | 7,835 | 8,573 |
Other assets, noncurrent | 7,330 | 7,605 |
Total assets | 223,058 | 220,296 |
Current liabilities: | ||
Accounts payable | 34,129 | 32,506 |
Accrued liabilities | 31,015 | 34,811 |
Deferred revenue | 881 | 715 |
Total current liabilities | 66,025 | 68,032 |
Other liabilities, noncurrent | 4,008 | 3,938 |
Total liabilities | 70,033 | 71,970 |
Commitments and contingencies (See Note 10) | ||
Stockholders' equity: | ||
Common stock: $0.001 par value; 100,000,000 shares authorized; 49,145,985 and 48,146,384 shares issued and outstanding at September 30, 2018 and June 30, 2018 | 49 | 48 |
Additional paid-in capital | 277,084 | 277,761 |
Accumulated other comprehensive loss | (302) | (380) |
Accumulated deficit | (123,806) | (129,103) |
Total stockholders' equity | 153,025 | 148,326 |
Total liabilities and stockholders' equity | $ 223,058 | $ 220,296 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2018 | Jun. 30, 2018 |
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 | 49,145,985 | 48,146,384 |
Common stock, shares outstanding | 49,145,985 | 48,146,384 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | ||
Income Statement [Abstract] | |||
Net revenue | $ 112,869 | $ 87,418 | |
Cost of revenue | [1] | 96,813 | 75,940 |
Gross profit | 16,056 | 11,478 | |
Operating expenses: | |||
Product development | [1] | 3,305 | 3,214 |
Sales and marketing | [1] | 2,044 | 2,447 |
General and administrative | [1] | 5,394 | 4,460 |
Operating income | 5,313 | 1,357 | |
Interest income | 66 | 37 | |
Other (expense) income, net | (67) | 43 | |
Income before taxes | 5,312 | 1,437 | |
(Provision for) benefit from taxes | (15) | 8 | |
Net income | $ 5,297 | $ 1,445 | |
Net income per share: | |||
Basic | $ 0.11 | $ 0.03 | |
Diluted | $ 0.10 | $ 0.03 | |
Weighted-average shares used in computing net income per share: | |||
Basic | 48,663 | 45,578 | |
Diluted | 52,441 | 46,728 | |
[1] | Cost of revenue and operating expenses include stock-based compensation expense as follows: Cost of revenue $1,539 $925 Product development 401 476 Sales and marketing 284 299 General and administrative 887 737 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cost of revenue [Member] | ||
Stock-based compensation | $ 1,539 | $ 925 |
Product development [Member] | ||
Stock-based compensation | 401 | 476 |
Sales and marketing [Member] | ||
Stock-based compensation | 284 | 299 |
General and administrative [Member] | ||
Stock-based compensation | $ 887 | $ 737 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net income | $ 5,297 | $ 1,445 |
Other comprehensive income: | ||
Foreign currency translation adjustment | 78 | 9 |
Total other comprehensive income | 78 | 9 |
Comprehensive income | $ 5,375 | $ 1,454 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash Flows from Operating Activities | ||
Net income | $ 5,297 | $ 1,445 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 1,648 | 2,261 |
Provision for sales returns and doubtful accounts receivable | 245 | 139 |
Stock-based compensation | 3,111 | 2,437 |
Other adjustments, net | (145) | 0 |
Changes in assets and liabilities: | ||
Accounts receivable | 2,779 | (4,975) |
Prepaid expenses and other assets | (682) | (712) |
Accounts payable | 1,657 | 2,275 |
Accrued liabilities | (3,919) | (115) |
Deferred revenue | 166 | (292) |
Other liabilities, noncurrent | 70 | (139) |
Net cash provided by operating activities | 10,227 | 2,324 |
Cash Flows from Investing Activities | ||
Capital expenditures | (334) | (124) |
Internal software development costs | (596) | (543) |
Other investing activities | 145 | 0 |
Net cash used in investing activities | (785) | (667) |
Cash Flows from Financing Activities | ||
Withholding taxes related to release of restricted stock, net of share settlement | (5,857) | (726) |
Repurchases of common stock | 0 | (125) |
Proceeds from exercise of common stock options | 2,144 | 0 |
Net cash used in financing activities | (3,713) | (851) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 90 | (10) |
Net increase in cash, cash equivalents and restricted cash | 5,819 | 796 |
Cash, cash equivalents and restricted cash at beginning of period | 65,588 | 50,459 |
Cash, cash equivalents and restricted cash at end of period | 71,407 | 51,255 |
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets | ||
Cash and cash equivalents | 70,519 | 50,367 |
Restricted cash included in other assets, noncurrent | $ 888 | $ 888 |
Restricted Cash, Noncurrent, Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsNoncurrent | us-gaap:OtherAssetsNoncurrent |
Cash, cash equivalents and restricted cash at end of period | $ 71,407 | $ 51,255 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid for income taxes | $ 99 | $ 90 |
The Company
The Company | 3 Months Ended |
Sep. 30, 2018 | |
Organization [Abstract] | |
The Company | 1. The Company QuinStreet, Inc. (the “Company”) is a leader in performance marketplace products and technologies. The Company was incorporated in California in April 1999 and reincorporated in Delaware in December 2009. The Company specializes in customer acquisition for clients in high value, information-intensive markets or “verticals,” including financial services, education, home services and business-to-business technology. The corporate headquarters are located in Foster City, California, with additional offices throughout the United States, Brazil and India. While the majority of the Company’s operations and revenue are in North America, the Company has emerging businesses in Brazil and India. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. Unaudited Interim Financial Information The accompanying condensed consolidated financial statements and the notes to the condensed consolidated financial statements as of September 30, 2018 and for the three months ended September 30, 2018 and 2017 are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018, as filed with the SEC on September 12, 2018. The condensed consolidated balance sheet at June 30, 2018 included herein was derived from the audited financial statements as of that date, but does not include all disclosures, including notes, required by GAAP. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary for the fair presentation of the Company’s condensed consolidated balance sheet at September 30, 2018 and its condensed consolidated statements of operations, comprehensive income and cash flows for the three months ended September 30, 2018 and 2017. The results of operations for the three months ended September 30, 2018 are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 2019, or any other future period. Use of Estimates The preparation of financial statements in conformity with 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 period. On an ongoing basis, management evaluates these estimates, judgments and assumptions, including those related to revenue recognition, stock-based compensation, goodwill, long-lived assets, contingencies, and income taxes. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenue and expenses that are not readily apparent from other sources. Actual results could differ from those estimates, and such differences could affect the results of operations reported in future periods. Accounting Policies The significant accounting policies are described in Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018. Revenue Recognition The Company derives revenue primarily from fees earned through the delivery of qualified clicks, leads, inquiries, calls, applications, customers and, to a lesser extent, display advertisements, or impressions. As of July 1, 2018, the Company adopted ASC 606, Revenue from Contracts with Customers (ASC 606) which governs how the Company recognizes revenues in these arrangements. The Company applied the provisions of ASC 606 using the modified retrospective approach, with the cumulative effect of the adoption recognized as of July 1, 2018, to all contracts that had not been completed as of that date. Under ASC 606, the Company recognizes revenue when the Company transfers promised goods or services to clients in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue pursuant to the five-step framework contained in ASC 606: (i) identify the contract with a client; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations. As part of determining whether a contract exists, probability of collection is assessed on a client-by-client basis at the outset of the contract. Clients are subjected to a credit review process that evaluates the clients’ financial position and the ability and intention to pay. If it is determined from the outset of an arrangement that the client does not have the ability or intention to pay, the Company will conclude that a contract does not exist and will continuously reassess its evaluation until the Company is able to conclude that a contract does exist. Generally, the Company’s contracts specify the period of time as one month, but in some instances the term may be longer. However, for most of the Company’s contracts with clients, either party can terminate the contract at any time without penalty. Consequently, enforceable rights and obligations only exist on a day-to-day basis, resulting in individual daily contracts during the specified term of the contract or until one party terminates the contract prior to the end of the specified term. The Company has assessed the services promised in its contracts with clients and has identified one performance obligation, which is a series of distinct services. Depending on the client’s needs, these services consist of a specified number or an unlimited number of clicks, leads, calls, applications, customers, etc. (hereafter collectively referred to as “marketing results”) to be delivered over a period of time. The Company satisfies these performance obligations over time as the services are provided. The Company does not promise to provide any other significant goods or services to its clients. Transaction price is measured based on the consideration that the Company expects to receive from a contract with a client. The Company’s contracts with clients contain variable consideration as the price for an individual marketing result varies on a day-to-day basis depending on the market-driven amount a client has committed to pay. However, because the Company ensures the stated period of its contracts do not span multiple reporting periods, the contractual amount within a period is based on the number of marketing results delivered within the period. Therefore, the transaction price for any given period is fixed and no estimation of variable consideration is required. If a marketing result delivered to a client does not meet the contractual requirements associated with that marketing result, the Company’s contracts allow for clients to return a marketing result generally within 5-10 days of having received the marketing result. Such returns are factored into the amount billed to the client on a monthly basis and consequently result in a reduction to revenue in the same month the marketing result is delivered. No warranties are offered to the Company’s clients. The Company does not allocate transaction price as the Company has only one performance obligation and its contracts do not span multiple periods. Taxes collected from clients and remitted to governmental authorities are not included in revenue. The Company bills clients monthly in arrears for the marketing results delivered during the preceding month. The Company’s standard payment terms are 30-60 days. Consequently, the Company does not have significant financing components in its arrangements. Separately from the agreements the Company has with clients, the Company also has agreements with Internet search companies, third-party publishers and strategic partners to generate potential marketing results for its clients. The Company receives a fee from its clients and separately pays a fee to the Internet search companies, third-party publishers and strategic partners. The Company is the primary obligor in the transaction. As a result, the fees paid by its clients are recognized as revenue and the fees paid to its Internet search companies, third-party publishers and strategic partners are included in cost of revenue. Concentrations of Credit Risk The Company had one client that accounted for 25% and 24% of net revenue for the three months ended September 30, 2018 and 2017. That same client accounted for 13% of net accounts receivable as of September 30, 2018 and June 30, 2018. One additional client accounted for 16% and 13% of net accounts receivable as of September 30, 2018 and June 30, 2018. No other clients accounted for 10% or more of net revenue for the three months ended September 30, 2018 or 2017 or 10% or more of net accounts receivable as of September 30, 2018 and June 30, 2018. Fair Value of Financial Instruments The Company’s financial instruments consist principally of cash equivalents, accounts receivable and accounts payable. 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. Cash, Cash Equivalents and Restricted Cash All highly liquid investments with maturities of three months or less at the date of purchase are classified as cash equivalents on the Company’s condensed consolidated balance sheets. As of September 30, 2018 and June 30, 2018, the Company held money market funds of $11.0 million and $10.9 million which are classified as cash equivalents. As of September 30, 2018 and June 30, 2018, the Company maintains $0.9 million cash restricted as collateral for letters of credit. Recent Accounting Pronouncements 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. In March and April 2016, the FASB amended this standard to clarify implementation guidance on principal versus agent considerations and the identification of performance obligations and licensing. In May 2016, the FASB amended this standard to address improvements to the guidance on collectability, noncash consideration, and completed contracts at transition as well as provide a practical expedient for contract modifications at transition and an accounting policy election related to the presentation of sales taxes and other similar taxes collected from customers. The new standard becomes effective for fiscal years beginning after December 15, 2017, and interim periods within those years with early adoption permitted. The Company adopted the new standard effective July 1, 2018 using the modified retrospective approach. The adoption of the standard did not have a material effect on any individual line within the Company’s condensed consolidated financial statements nor on the financial statements as a whole. Therefore, the Company has not included the impact of adoption by line item in its disclosures In February 2016, the FASB issued a new accounting standard update which replaces ASC 840, “Leases.” The new guidance requires a lessee to recognize on its balance sheet a right-of-use asset representing its right to use the underlying asset for the lease term and a lease liability representing its lease payment obligations. The guidance also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. The guidance becomes effective for fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. The Company is currently assessing the impact of this new guidance and has not made any decisions with respect to the timing of adoption. In November 2016, the FASB issued a new accounting standard update on the disclosure of restricted cash on the statement of cash flows. The new guidance requires the statement of cash flows explain the changes during a reporting period of the totals for cash, cash equivalents, restricted cash, and restricted cash equivalents. Additionally, amounts for restricted cash and restricted cash equivalents are to be included with cash and cash equivalents if the cash flow statement includes a reconciliation of the total cash balances for a reporting period. The Company adopted the new standard effective July 1, 2018. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. In January 2017, the FASB issued a new accounting standard update to simplify the measurement of goodwill by eliminating the Step 2 impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The new guidance requires an entity to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The new guidance becomes effective for goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted. The adoption of this standard is not expected to have an impact on the Company’s condensed consolidated financial statements. In January 2017, the FASB issued a new accounting standard update which revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. The Company adopted the new standard effective on July 1, 2018, on a prospective basis and the adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. In May 2017, the FASB issued a new accounting standard update to amend the scope of modification accounting for share-based payment arrangements. The amendments in the update provide guidance on the types of changes to the terms or conditions of share-based payment awards that would be required to apply modification accounting under ASC 718, Compensation-Stock Compensation. The new guidance became effective on July 1, 2018 and the adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. |
Revenue
Revenue | 3 Months Ended |
Sep. 30, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 3. Revenue Disaggregation of Revenue The following table shows the Company’s net revenue disaggregated by vertical (in thousands): Three Months Ended September 30, 2018 2017 Net revenue: Financial Services $ 77,366 $ 58,569 Education 22,439 18,147 Other 13,064 10,702 Total net revenue $ 112,869 $ 87,418 Contract Balances The following table provides information about contract liabilities from the Company’s contracts with its clients (in thousands): September 30, June 30, 2018 2018 Deferred revenue $ 881 $ 715 Client deposits 734 684 The Company’s contract liabilities result from payments received in advance of revenue recognition and . |
Net Income per Share
Net Income per Share | 3 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Income per Share | 4. Net Income per Share Basic net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed by using the weighted-average number of shares of common stock outstanding, including potential dilutive shares of common stock assuming the dilutive effect of outstanding stock options and restricted stock units using the treasury stock method. The following table presents the calculation of basic and diluted net income per share: Three Months Ended September 30, 2018 2017 (In Numerator: Basic and Diluted: Net income $ 5,297 $ 1,445 Denominator: Basic: Weighted-average shares of common stock used in computing basic net income per share 48,663 45,578 Diluted: Weighted-average shares of common stock used in computing basic net income per share 48,663 45,578 Weighted-average effect of dilutive securities: Stock options 1,884 115 Restricted stock units 1,894 1,035 Weighted-average shares of common stock used in computing diluted net income per share 52,441 46,728 Net income per share: Basic $ 0.11 $ 0.03 Diluted $ 0.10 $ 0.03 Securities excluded from weighted-average shares used in computing diluted net income per share because the effect would have been anti-dilutive: (1) 95 2,777 (1) 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
Fair Value Measurements | 3 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5. 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 September 30, 2018 and June 30, 2018, 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 September 30, 2018 and June 30, 2018, the Company did not have any Level 2 financial assets or liabilities. 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 September 30, 2018 and June 30, 2018, the Company did not have any Level 3 financial assets or liabilities. |
Prepaid Expenses and Other Asse
Prepaid Expenses and Other Assets | 3 Months Ended |
Sep. 30, 2018 | |
Prepaid Expense And Other Assets [Abstract] | |
Prepaid Expenses and Other Assets | 6. Prepaid Expenses and Other Assets During the three months ended December 31, 2015, the Company entered into a 10-year partnership agreement with a large online customer acquisition marketing company focused on the U.S. insurance industry to be their exclusive click monetization partner for the majority of their insurance categories. The agreement included a one-time upfront cash payment of $10.0 million. The payment is being amortized on a straight-line basis over the life of the contract. As of September 30, 2018, the Company has recorded $1.0 million within prepaid expenses and other assets and $6.0 million within other assets, noncurrent on the Company’s condensed consolidated balance sheet. As of June 30, 2018, the Company had recorded $1.0 million within prepaid expenses and other assets and $6.3 million within other assets, noncurrent on the Company’s condensed consolidated balance sheet. Amortization expense was $0.3 million for both the three months ended September 30, 2018 and 2017. |
Acquisitions
Acquisitions | 3 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | 7. Acquisitions In November 2017, the Company acquired certain assets relating to the auto insurance, home insurance and mortgage verticals of Katch, LLC, an online performance marketing company, for $14.0 million in cash to broaden its customer and publisher relationships. The asset acquisition was accounted for as a business combination. The results of the acquired assets of Katch, LLC have been included in the Company’s condensed consolidated financial statements since the acquisition date. The Company allocated the purchase price to identifiable intangible assets acquired based on their estimated fair values. The excess of the purchase price over the aggregate fair value of the identifiable intangible assets acquired was recorded as goodwill and is primarily attributable to synergies the Company expects to achieve related to the acquisition. The goodwill is deductible for tax purposes. The following table summarizes the preliminary allocation of the purchase price and the estimated useful lives of the identifiable intangible assets acquired as of the date of the acquisition (in thousands): Estimated Fair Value Estimated Useful Life Customer/publisher/advertiser relationships $ 4,200 4-7 years Acquired technology and others 3,700 3 years Goodwill 6,100 Indefinite Total $ 14,000 Pro forma results of operations have not been presented because the effect of the acquisition was not material effect to the results of the prior periods presented. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Sep. 30, 2018 | |
Finite Lived Intangible Assets Net [Abstract] | |
Intangible Assets | 8. Intangible Assets Intangible assets, net, consisted of the following (in thousands): September 30, 2018 June 30, 2018 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Customer/publisher/advertiser relationships $ 41,094 $ (37,503 ) $ 3,591 $ 41,101 $ (37,286 ) $ 3,815 Content 60,931 (60,896 ) 35 60,969 (60,930 ) 39 Website/trade/domain names 31,084 (29,555 ) 1,529 31,098 (29,369 ) 1,729 Acquired technology and others 38,899 (36,219 ) 2,680 38,900 (35,910 ) 2,990 Total $ 172,008 $ (164,173 ) $ 7,835 $ 172,068 $ (163,495 ) $ 8,573 Amortization of intangible assets was $0.7 million and $1.1 million for the three months ended September 30, 2018 and 2017. Future amortization expense for the Company’s intangible assets as of September 30, 2018 was as follows (in thousands): Fiscal Year Ending June 30, Amortization 2019 (remaining nine months) $ 2,172 2020 2,810 2021 1,491 2022 533 2023 343 Thereafter 486 Total $ 7,835 |
Income Taxes
Income Taxes | 3 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes The Tax Cuts and Jobs Act (the “Tax Reform Act”) was enacted on December 22, 2017. The Tax Reform Act reduced certain federal corporate income tax rates effective January 1, 2018 and changed certain other provisions. Effective tax rates for the three months ended September 30, 2018 were considered, however due to the Company’s valuation allowance on domestic deferred tax assets and liabilities, there is no material impact to the Company’s condensed consolidated financial statements as a result of the federal tax rate reductions for fiscal year 2019. The guidance provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting. In accordance with the guidance, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting is complete. As a result of the Tax Reform Act, the Company has also considered the impact of the foreign transitions tax. The Company has determined that the inclusion of the transition tax calculation requires more time to analyze and apply recent IRS guidance. The Company has recognized provisional tax impacts related to deemed repatriated earnings. The Company does not expect the one-time transition tax to have a material impact on the consolidated financial statements due to overall accumulated earnings deficit in the Company’s international subsidiaries for which the transition tax applies. The Company plans to account for any changes in the estimate as a part of the measurement period adjustments in the reporting period such adjustment is made. The Company is still within the measurement period as of September 30, 2018 and no further conclusions have been made. The ultimate impact of the Tax Act on the Company’s consolidated financial statements may differ from the provisional amounts, due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued and actions the Company may take as a result of the Tax Act. The Company recorded a valuation allowance against the majority of the Company’s deferred tax assets at the end of fiscal year 2014 and continues to maintain that full valuation allowance as of September 30, 2018 as the Company believes it is not more likely than not that the net deferred tax assets will be fully realizable. The Company intends to maintain a valuation allowance in these jurisdictions until sufficient positive evidence exists to support reversal. Due to improvements in the U.S. operating results over the past three years, management believes a reasonable possibility exists that, in the near future, sufficient positive evidence may become available to reach a conclusion that all or some portion of the U.S. valuation allowance will no longer be needed. No material provision for taxes was recorded for the three months ended September 30, 2018 as the Company has sufficient deferred tax assets to offset taxable income. The Company recorded an immaterial benefit from taxes for the three months ended September 30, 2017. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Sep. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Leases The Company leases office space under non-cancelable operating leases with various expiration dates through fiscal year 2026. Rent expense was $1.0 million and $0.8 million for the three months ended September 30, 2018 and 2017. 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 noncancelable operating leases as of September 30, 2018 were as follows (in thousands): Operating Fiscal Year Ending June 30, Leases 2019 (remaining nine months) $ 1,151 2020 2,862 2021 3,597 2022 3,580 2023 3,368 Thereafter 1,348 Total $ 15,906 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 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 September 30, 2018 and June 30, 2018. 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 any United States patent, copyright or other intellectual property rights. Where practicable, the Company limits its liabilities under such indemnities. Subject to these limitations, the term of such indemnification provisions is generally coterminous with the corresponding agreements but may extend 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. Accordingly, the Company had no liabilities recorded for these agreements as of September 30, 2018 and June 30, 2018. Lending Commitments In the third quarter of fiscal 2018, the Company entered into an unsecured revolving promissory note as a lender, as part of a strategic partnership intended to increase the Company’s presence in the emerging technology career education market. The principal balance at any time cannot exceed $2.5 million and any outstanding principal balance bears interest at 6.00% payable monthly. Repayment of the principal balance can occur without premium or penalty in whole or in part at any time. In the event of an equity offering by the borrower, any outstanding principal balance may be converted to equity securities at the mutual agreement of the Company and borrower. The principal balance and any accrued interest is due on January 1, 2019. No amounts were outstanding as of September 30, 2018. 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. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | 11. Stockholders’ Equity Stock Repurchases In November 2016, the Board of Directors authorized a stock repurchase program to repurchase up to 750,000 outstanding shares of its common stock. Under this program, during the three months ended September 30, 2017, the Company repurchased and retired 30,977 shares of its common stock at a weighted-average price of $3.99 per share, excluding a broker commission of $0.03 per share, at a total cost of $0.1 million. Repurchases under this program took place in the open market and were made under a Rule 10b5-1 plan. This program was completed in July 2017. In July 2017, the Board of Directors authorized a stock repurchase program to repurchase up to 905,000 outstanding shares of its common stock. In October 2017, the Board of Directors increased the number of outstanding shares that may be repurchased to 966,000 shares. Under this program, no repurchases were made during the three months ended September 30, 2018 and 2017. The Company’s |
Stock Benefit Plans
Stock Benefit Plans | 3 Months Ended |
Sep. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Benefit Plans | 12. Stock Benefit Plans Stock Incentive Plans The Company may grant 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 performance cash awards, under its 2010 Equity Incentive Plan (the “2010 Incentive Plan”). The Company may grant NQSOs and RSUs to non-employee directors under the 2010 Non-Employee Directors’ Stock Award Plan (the “Directors’ Plan”). Prior to fiscal year 2016, the Company granted RSUs with a service condition (“service-based RSUs”). In fiscal year 2016, the Company began granting to employees RSUs with a market condition (“market-based RSUs”) that requires that the Company’s stock price achieve a specified price above the grant date stock price before it can be eligible for service vesting conditions. In the first quarter of fiscal 2019, the Company began granting to employees RSUs with a performance condition (“performance-based RSUs”) that vest variably subject to the achievement of revenue growth and adjusted EBITDA targets. The Company evaluates the portion of the awards that are probable to vest quarterly until the performance criteria are met. To date, the Company has issued ISOs, NQSOs, service-based RSUs, market-based RSUs, and performance-based RSUs under its stock incentive plans. As of September 30, 2018, 20,599,689 shares were reserved and 14,994,754 shares were available for issuance under the 2010 Incentive Plan; 4,333,939 shares were reserved and 2,336,040 shares were available for issuance under the Directors’ Plan. Stock-Based Compensation The Company estimates the fair value of stock options at the date of grant using the Black-Scholes option-pricing model. Options are granted with an exercise price equal to the closing price of the Company’s common stock on the date of grant. The weighted-average Black-Scholes model assumptions for the three months ended September 30, 2018 and 2017 were as follows: Three Months Ended September 30, 2018 2017 Expected term (in years) 4.3 4.6 Expected volatility 55 % 47 % Expected dividend yield — — Risk-free interest rate 2.8 % 1.8 % Grant date fair value $ 6.56 $ 1.65 The Company estimates the fair value of market-based RSUs at the date of the grant using the Monte Carlo simulation model. There were no grants of market-based RSUs during the three months ended September 30, 2018. The weighted-average Monte Carlo simulation model assumptions for the three months ended September 30, 2017 were as follows: Three Months Ended September 30, 2017 Expected term (in years) 4.0 Expected volatility 47 % Expected dividend yield — Risk-free interest rate 1.8 % Grant date fair value $ 3.39 The Company estimates the fair value of service-based RSUs and performance-based RSUs 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. |
Segment Information
Segment Information | 3 Months Ended |
Sep. 30, 2018 | |
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, its chief executive officer, reviews financial information presented on a consolidated basis and no expense or operating income is evaluated at a segment level. Given the consolidated level of review by the Company’s chief executive officer, the Company operates as one reportable segment. The following tables set forth net revenue and long-lived assets by geographic area (in thousands): Three Months Ended September 30, 2018 2017 Net revenue: United States $ 110,788 $ 85,070 International 2,081 2,348 Total net revenue $ 112,869 $ 87,418 September 30, June 30, 2018 2018 Property and equipment, net: United States $ 3,831 $ 3,875 International 295 336 Total property and equipment, net $ 4,126 $ 4,211 September 30, June 30, 2018 2018 Other intangible assets, net: United States $ 7,721 $ 8,441 International 114 132 Total other intangible assets, net $ 7,835 $ 8,573 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. Subsequent Events On October 1, 2018, the (“Closing”), the Company completed the purchase of AmOne Corp. ("AmOne"), an online performance marketing company in the personal loans vertical |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying condensed consolidated financial statements and the notes to the condensed consolidated financial statements as of September 30, 2018 and for the three months ended September 30, 2018 and 2017 are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018, as filed with the SEC on September 12, 2018. The condensed consolidated balance sheet at June 30, 2018 included herein was derived from the audited financial statements as of that date, but does not include all disclosures, including notes, required by GAAP. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary for the fair presentation of the Company’s condensed consolidated balance sheet at September 30, 2018 and its condensed consolidated statements of operations, comprehensive income and cash flows for the three months ended September 30, 2018 and 2017. The results of operations for the three months ended September 30, 2018 are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 2019, or any other future period. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with 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 period. On an ongoing basis, management evaluates these estimates, judgments and assumptions, including those related to revenue recognition, stock-based compensation, goodwill, long-lived assets, contingencies, and income taxes. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenue and expenses that are not readily apparent from other sources. Actual results could differ from those estimates, and such differences could affect the results of operations reported in future periods. |
Accounting Policies | Accounting Policies The significant accounting policies are described in Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018. |
Revenue Recognition | Revenue Recognition The Company derives revenue primarily from fees earned through the delivery of qualified clicks, leads, inquiries, calls, applications, customers and, to a lesser extent, display advertisements, or impressions. As of July 1, 2018, the Company adopted ASC 606, Revenue from Contracts with Customers (ASC 606) which governs how the Company recognizes revenues in these arrangements. The Company applied the provisions of ASC 606 using the modified retrospective approach, with the cumulative effect of the adoption recognized as of July 1, 2018, to all contracts that had not been completed as of that date. Under ASC 606, the Company recognizes revenue when the Company transfers promised goods or services to clients in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue pursuant to the five-step framework contained in ASC 606: (i) identify the contract with a client; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations. As part of determining whether a contract exists, probability of collection is assessed on a client-by-client basis at the outset of the contract. Clients are subjected to a credit review process that evaluates the clients’ financial position and the ability and intention to pay. If it is determined from the outset of an arrangement that the client does not have the ability or intention to pay, the Company will conclude that a contract does not exist and will continuously reassess its evaluation until the Company is able to conclude that a contract does exist. Generally, the Company’s contracts specify the period of time as one month, but in some instances the term may be longer. However, for most of the Company’s contracts with clients, either party can terminate the contract at any time without penalty. Consequently, enforceable rights and obligations only exist on a day-to-day basis, resulting in individual daily contracts during the specified term of the contract or until one party terminates the contract prior to the end of the specified term. The Company has assessed the services promised in its contracts with clients and has identified one performance obligation, which is a series of distinct services. Depending on the client’s needs, these services consist of a specified number or an unlimited number of clicks, leads, calls, applications, customers, etc. (hereafter collectively referred to as “marketing results”) to be delivered over a period of time. The Company satisfies these performance obligations over time as the services are provided. The Company does not promise to provide any other significant goods or services to its clients. Transaction price is measured based on the consideration that the Company expects to receive from a contract with a client. The Company’s contracts with clients contain variable consideration as the price for an individual marketing result varies on a day-to-day basis depending on the market-driven amount a client has committed to pay. However, because the Company ensures the stated period of its contracts do not span multiple reporting periods, the contractual amount within a period is based on the number of marketing results delivered within the period. Therefore, the transaction price for any given period is fixed and no estimation of variable consideration is required. If a marketing result delivered to a client does not meet the contractual requirements associated with that marketing result, the Company’s contracts allow for clients to return a marketing result generally within 5-10 days of having received the marketing result. Such returns are factored into the amount billed to the client on a monthly basis and consequently result in a reduction to revenue in the same month the marketing result is delivered. No warranties are offered to the Company’s clients. The Company does not allocate transaction price as the Company has only one performance obligation and its contracts do not span multiple periods. Taxes collected from clients and remitted to governmental authorities are not included in revenue. The Company bills clients monthly in arrears for the marketing results delivered during the preceding month. The Company’s standard payment terms are 30-60 days. Consequently, the Company does not have significant financing components in its arrangements. Separately from the agreements the Company has with clients, the Company also has agreements with Internet search companies, third-party publishers and strategic partners to generate potential marketing results for its clients. The Company receives a fee from its clients and separately pays a fee to the Internet search companies, third-party publishers and strategic partners. The Company is the primary obligor in the transaction. As a result, the fees paid by its clients are recognized as revenue and the fees paid to its Internet search companies, third-party publishers and strategic partners are included in cost of revenue. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company had one client that accounted for 25% and 24% of net revenue for the three months ended September 30, 2018 and 2017. That same client accounted for 13% of net accounts receivable as of September 30, 2018 and June 30, 2018. One additional client accounted for 16% and 13% of net accounts receivable as of September 30, 2018 and June 30, 2018. No other clients accounted for 10% or more of net revenue for the three months ended September 30, 2018 or 2017 or 10% or more of net accounts receivable as of September 30, 2018 and June 30, 2018. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist principally of cash equivalents, accounts receivable and accounts payable. 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. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash All highly liquid investments with maturities of three months or less at the date of purchase are classified as cash equivalents on the Company’s condensed consolidated balance sheets. As of September 30, 2018 and June 30, 2018, the Company held money market funds of $11.0 million and $10.9 million which are classified as cash equivalents. As of September 30, 2018 and June 30, 2018, the Company maintains $0.9 million cash restricted as collateral for letters of credit. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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. In March and April 2016, the FASB amended this standard to clarify implementation guidance on principal versus agent considerations and the identification of performance obligations and licensing. In May 2016, the FASB amended this standard to address improvements to the guidance on collectability, noncash consideration, and completed contracts at transition as well as provide a practical expedient for contract modifications at transition and an accounting policy election related to the presentation of sales taxes and other similar taxes collected from customers. The new standard becomes effective for fiscal years beginning after December 15, 2017, and interim periods within those years with early adoption permitted. The Company adopted the new standard effective July 1, 2018 using the modified retrospective approach. The adoption of the standard did not have a material effect on any individual line within the Company’s condensed consolidated financial statements nor on the financial statements as a whole. Therefore, the Company has not included the impact of adoption by line item in its disclosures In February 2016, the FASB issued a new accounting standard update which replaces ASC 840, “Leases.” The new guidance requires a lessee to recognize on its balance sheet a right-of-use asset representing its right to use the underlying asset for the lease term and a lease liability representing its lease payment obligations. The guidance also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. The guidance becomes effective for fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. The Company is currently assessing the impact of this new guidance and has not made any decisions with respect to the timing of adoption. In November 2016, the FASB issued a new accounting standard update on the disclosure of restricted cash on the statement of cash flows. The new guidance requires the statement of cash flows explain the changes during a reporting period of the totals for cash, cash equivalents, restricted cash, and restricted cash equivalents. Additionally, amounts for restricted cash and restricted cash equivalents are to be included with cash and cash equivalents if the cash flow statement includes a reconciliation of the total cash balances for a reporting period. The Company adopted the new standard effective July 1, 2018. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. In January 2017, the FASB issued a new accounting standard update to simplify the measurement of goodwill by eliminating the Step 2 impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. The new guidance requires an entity to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The new guidance becomes effective for goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted. The adoption of this standard is not expected to have an impact on the Company’s condensed consolidated financial statements. In January 2017, the FASB issued a new accounting standard update which revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. The Company adopted the new standard effective on July 1, 2018, on a prospective basis and the adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. In May 2017, the FASB issued a new accounting standard update to amend the scope of modification accounting for share-based payment arrangements. The amendments in the update provide guidance on the types of changes to the terms or conditions of share-based payment awards that would be required to apply modification accounting under ASC 718, Compensation-Stock Compensation. The new guidance became effective on July 1, 2018 and the adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. |
Net Income per Share | Basic net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed by using the weighted-average number of shares of common stock outstanding, including potential dilutive shares of common stock assuming the dilutive effect of outstanding stock options and restricted stock units using the treasury stock method. |
Fair Value Measurements | 5. 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 September 30, 2018 and June 30, 2018, 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 September 30, 2018 and June 30, 2018, the Company did not have any Level 2 financial assets or liabilities. 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 September 30, 2018 and June 30, 2018, the Company did not have any Level 3 financial assets or liabilities. |
Stock Repurchases | The Company’s |
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, its chief executive officer, reviews financial information presented on a consolidated basis and no expense or operating income is evaluated at a segment level. Given the consolidated level of review by the Company’s chief executive officer, the Company operates as one reportable segment. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Sep. 30, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Disaggregation of Net Revenue | The following table shows the Company’s net revenue disaggregated by vertical (in thousands): Three Months Ended September 30, 2018 2017 Net revenue: Financial Services $ 77,366 $ 58,569 Education 22,439 18,147 Other 13,064 10,702 Total net revenue $ 112,869 $ 87,418 |
Schedule of Contract Liabilities From Contracts With Clients | The following table provides information about contract liabilities from the Company’s contracts with its clients (in thousands): September 30, June 30, 2018 2018 Deferred revenue $ 881 $ 715 Client deposits 734 684 |
Net Income per Share (Tables)
Net Income per Share (Tables) | 3 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Net Income per Share | The following table presents the calculation of basic and diluted net income per share: Three Months Ended September 30, 2018 2017 (In Numerator: Basic and Diluted: Net income $ 5,297 $ 1,445 Denominator: Basic: Weighted-average shares of common stock used in computing basic net income per share 48,663 45,578 Diluted: Weighted-average shares of common stock used in computing basic net income per share 48,663 45,578 Weighted-average effect of dilutive securities: Stock options 1,884 115 Restricted stock units 1,894 1,035 Weighted-average shares of common stock used in computing diluted net income per share 52,441 46,728 Net income per share: Basic $ 0.11 $ 0.03 Diluted $ 0.10 $ 0.03 Securities excluded from weighted-average shares used in computing diluted net income per share because the effect would have been anti-dilutive: (1) 95 2,777 (1) 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. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Summary of Preliminary Allocation of Purchase Price and Estimated Useful Lives of the Identifiable Intangible Assets Acquired | The following table summarizes the preliminary allocation of the purchase price and the estimated useful lives of the identifiable intangible assets acquired as of the date of the acquisition (in thousands): Estimated Fair Value Estimated Useful Life Customer/publisher/advertiser relationships $ 4,200 4-7 years Acquired technology and others 3,700 3 years Goodwill 6,100 Indefinite Total $ 14,000 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Sep. 30, 2018 | |
Finite Lived Intangible Assets Net [Abstract] | |
Intangible Assets | Intangible assets, net, consisted of the following (in thousands): September 30, 2018 June 30, 2018 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Customer/publisher/advertiser relationships $ 41,094 $ (37,503 ) $ 3,591 $ 41,101 $ (37,286 ) $ 3,815 Content 60,931 (60,896 ) 35 60,969 (60,930 ) 39 Website/trade/domain names 31,084 (29,555 ) 1,529 31,098 (29,369 ) 1,729 Acquired technology and others 38,899 (36,219 ) 2,680 38,900 (35,910 ) 2,990 Total $ 172,008 $ (164,173 ) $ 7,835 $ 172,068 $ (163,495 ) $ 8,573 |
Amortization Expense | Future amortization expense for the Company’s intangible assets as of September 30, 2018 was as follows (in thousands): Fiscal Year Ending June 30, Amortization 2019 (remaining nine months) $ 2,172 2020 2,810 2021 1,491 2022 533 2023 343 Thereafter 486 Total $ 7,835 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Sep. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Annual Minimum Lease Payments under Noncancelable Operating Leases | Future annual minimum lease payments under noncancelable operating leases as of September 30, 2018 were as follows (in thousands): Operating Fiscal Year Ending June 30, Leases 2019 (remaining nine months) $ 1,151 2020 2,862 2021 3,597 2022 3,580 2023 3,368 Thereafter 1,348 Total $ 15,906 |
Stock Benefit Plans (Tables)
Stock Benefit Plans (Tables) | 3 Months Ended |
Sep. 30, 2018 | |
Stock options [Member] | |
Schedule of Weighted Average Assumptions | The weighted-average Black-Scholes model assumptions for the three months ended September 30, 2018 and 2017 were as follows: Three Months Ended September 30, 2018 2017 Expected term (in years) 4.3 4.6 Expected volatility 55 % 47 % Expected dividend yield — — Risk-free interest rate 2.8 % 1.8 % Grant date fair value $ 6.56 $ 1.65 |
Market-based RSUs [Member] | |
Schedule of Weighted Average Assumptions | The weighted-average Monte Carlo simulation model assumptions for the three months ended September 30, 2017 were as follows: Three Months Ended September 30, 2017 Expected term (in years) 4.0 Expected volatility 47 % Expected dividend yield — Risk-free interest rate 1.8 % Grant date fair value $ 3.39 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
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): Three Months Ended September 30, 2018 2017 Net revenue: United States $ 110,788 $ 85,070 International 2,081 2,348 Total net revenue $ 112,869 $ 87,418 September 30, June 30, 2018 2018 Property and equipment, net: United States $ 3,831 $ 3,875 International 295 336 Total property and equipment, net $ 4,126 $ 4,211 September 30, June 30, 2018 2018 Other intangible assets, net: United States $ 7,721 $ 8,441 International 114 132 Total other intangible assets, net $ 7,835 $ 8,573 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Millions | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2018USD ($)Client | Sep. 30, 2017Client | Jun. 30, 2018USD ($)Client | |
Summary Of Significant Accounting Policies [Line Items] | |||
Number of other clients accounted for more than 10% of net revenue | 0 | 0 | |
Number of other clients accounted for more than 10% of net accounts receivable | 0 | 0 | |
Money market funds | $ | $ 11 | $ 10.9 | |
Restricted cash as collateral for letters of credit | $ | $ 0.9 | $ 0.9 | |
Customer Concentration Risk [Member] | Net revenue [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Number of clients accounted for more than 10% of net revenue | 1 | 1 | |
Concentration risk percentage accounted by major clients | 25.00% | 24.00% | |
Customer Concentration Risk [Member] | Accounts Receivable | Client Two [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage accounted by major clients | 13.00% | 13.00% | |
Number of clients accounted for more than 10% of net accounts receivable | 1 | 1 | |
Customer Concentration Risk [Member] | Accounts Receivable | Client One [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk percentage accounted by major clients | 16.00% | 13.00% | |
Number of clients accounted for more than 10% of net accounts receivable | 1 | 1 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Net Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Disaggregation Of Revenue [Line Items] | ||
Net revenue | $ 112,869 | $ 87,418 |
Financial Services [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net revenue | 77,366 | 58,569 |
Education [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net revenue | 22,439 | 18,147 |
Other [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net revenue | $ 13,064 | $ 10,702 |
Revenue - Schedule of Contract
Revenue - Schedule of Contract Liabilities From Contracts With Clients (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Jun. 30, 2018 |
Contract With Customer Asset And Liability [Abstract] | ||
Deferred revenue | $ 881 | $ 715 |
Client deposits | $ 734 | $ 684 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) $ in Millions | 3 Months Ended |
Sep. 30, 2018USD ($) | |
Revenue From Contract With Customer [Abstract] | |
Revenue recognized | $ 1.8 |
Net Income per Share - Calculat
Net Income per Share - Calculation of Basic and Diluted Net Income per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | ||
Basic and Diluted: | |||
Net income | $ 5,297 | $ 1,445 | |
Basic: | |||
Weighted-average shares of common stock used in computing basic net income per share | 48,663 | 45,578 | |
Diluted: | |||
Weighted-average shares of common stock used in computing basic net income per share | 48,663 | 45,578 | |
Weighted-average effect of dilutive securities: | |||
Weighted-average shares of common stock used in computing diluted net income per share | 52,441 | 46,728 | |
Net income per share: | |||
Basic | $ 0.11 | $ 0.03 | |
Diluted | $ 0.10 | $ 0.03 | |
Securities excluded from weighted-average shares used in computing diluted net income per share because the effect would have been anti-dilutive: | [1] | 95 | 2,777 |
Stock options [Member] | |||
Weighted-average effect of dilutive securities: | |||
Weighted-average effect of dilutive securities | 1,884 | 115 | |
Restricted stock units [Member] | |||
Weighted-average effect of dilutive securities: | |||
Weighted-average effect of dilutive securities | 1,894 | 1,035 | |
[1] | 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. |
Prepaid Expenses and Other As_2
Prepaid Expenses and Other Assets - Additional Information (Detail) - Partnership Agreement [Member] - USD ($) $ in Millions | 3 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2015 | Jun. 30, 2018 | |
Prepaid expenses and other assets [Line Items] | ||||
Partnership agreement | 10 years | |||
Upfront cash payment | $ 10 | |||
Prepaid expenses and other assets | $ 1 | $ 1 | ||
Other assets, noncurrent | 6 | $ 6.3 | ||
Amortization expense | $ 0.3 | $ 0.3 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ in Millions | 1 Months Ended |
Nov. 30, 2017USD ($) | |
Katch, LLC [Member] | |
Business Acquisition [Line Items] | |
Payments for assets acquired | $ 14 |
Acquisitions - Summary of Preli
Acquisitions - Summary of Preliminary Allocation of Purchase Price and Estimated Useful Lives of the Identifiable Intangible Assets Acquired (Detail) - USD ($) $ in Thousands | 1 Months Ended | ||
Nov. 30, 2017 | Sep. 30, 2018 | Jun. 30, 2018 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 62,283 | $ 62,283 | |
Katch, LLC [Member] | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 6,100 | ||
Total purchase price | 14,000 | ||
Katch, LLC [Member] | Customer/publisher/advertiser relationships [Member] | |||
Business Acquisition [Line Items] | |||
Estimated Fair Value | $ 4,200 | ||
Katch, LLC [Member] | Customer/publisher/advertiser relationships [Member] | Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Estimated Useful Life | 4 years | ||
Katch, LLC [Member] | Customer/publisher/advertiser relationships [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Estimated Useful Life | 7 years | ||
Katch, LLC [Member] | Acquired technology and others [Member] | |||
Business Acquisition [Line Items] | |||
Estimated Fair Value | $ 3,700 | ||
Estimated Useful Life | 3 years |
Intangible Assets - Intangible
Intangible Assets - Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Jun. 30, 2018 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 172,008 | $ 172,068 |
Accumulated Amortization | (164,173) | (163,495) |
Net Carrying Amount | 7,835 | 8,573 |
Customer/publisher/advertiser relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 41,094 | 41,101 |
Accumulated Amortization | (37,503) | (37,286) |
Net Carrying Amount | 3,591 | 3,815 |
Content [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 60,931 | 60,969 |
Accumulated Amortization | (60,896) | (60,930) |
Net Carrying Amount | 35 | 39 |
Website/trade/domain names [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 31,084 | 31,098 |
Accumulated Amortization | (29,555) | (29,369) |
Net Carrying Amount | 1,529 | 1,729 |
Acquired technology and others [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 38,899 | 38,900 |
Accumulated Amortization | (36,219) | (35,910) |
Net Carrying Amount | $ 2,680 | $ 2,990 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Finite Lived Intangible Assets Net [Abstract] | ||
Amortization of intangible assets | $ 0.7 | $ 1.1 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization Expense (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Jun. 30, 2018 |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ||
2019 (remaining nine months) | $ 2,172 | |
2,020 | 2,810 | |
2,021 | 1,491 | |
2,022 | 533 | |
2,023 | 343 | |
Thereafter | 486 | |
Net Carrying Amount | $ 7,835 | $ 8,573 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | |||
Sep. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Jun. 30, 2018 | |
Commitments And Contingencies [Line Items] | ||||
Rent expense for office space | $ 1,000,000 | $ 800,000 | ||
Leases expiration year | 2,026 | |||
Estimated fair value of indemnification agreements | $ 0 | $ 0 | ||
Estimated fair value of indemnity provisions | 0 | $ 0 | ||
Letter of credit agreement with a financial institution that is used as collateral for fidelity bonds placed with an insurance company | 400,000 | |||
Letter of 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 | |||
Unsecured Revolving Promissory Note [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Promissory note, principal amount | $ 2,500,000 | |||
Promissory note, interest rate percentage | 6.00% | |||
Investment, frequency of periodic interest receipts | Monthly | |||
Promissory note, outstanding amount | $ 0 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Annual Minimum Lease Payments under Noncancelable Operating Leases (Detail) $ in Thousands | Sep. 30, 2018USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2019 (remaining nine months) | $ 1,151 |
2,020 | 2,862 |
2,021 | 3,597 |
2,022 | 3,580 |
2,023 | 3,368 |
Thereafter | 1,348 |
Total | $ 15,906 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Oct. 31, 2017 | Jul. 31, 2017 | Nov. 30, 2016 | |
Equity Class Of Treasury Stock [Line Items] | |||||
Stock repurchase program, number of outstanding shares authorized to repurchase | 750,000 | ||||
Maximum [Member] | |||||
Equity Class Of Treasury Stock [Line Items] | |||||
Stock repurchase program, number of outstanding shares authorized to repurchase | 966,000 | 905,000 | |||
November 2016 Stock Repurchase Program [Member] | |||||
Equity Class Of Treasury Stock [Line Items] | |||||
Stock repurchase program, number of shares repurchased and retired | 30,977 | ||||
Stock repurchase program, weighted average price | $ 3.99 | ||||
Broker commission, per share | $ 0.03 | ||||
Stock repurchase program, value of shares repurchased | $ 0.1 | ||||
Stock repurchase program, completion date | 2017-07 | ||||
July 2017 Stock Repurchase Program [Member] | |||||
Equity Class Of Treasury Stock [Line Items] | |||||
Stock repurchase program, number of shares repurchased | 0 | 0 |
Stock Benefit Plans - Additiona
Stock Benefit Plans - Additional Information (Detail) | 3 Months Ended |
Sep. 30, 2018shares | |
Market-based RSUs [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of grants | 0 |
2010 Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock reserved for issuance | 20,599,689 |
Shares available for issuance | 14,994,754 |
Directors' Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock reserved for issuance | 4,333,939 |
Shares available for issuance | 2,336,040 |
Stock Benefit Plans - Schedule
Stock Benefit Plans - Schedule of Weighted Average Assumptions (Detail) - $ / shares | 3 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Stock options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 4 years 3 months 18 days | 4 years 7 months 6 days |
Expected volatility | 55.00% | 47.00% |
Expected dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 2.80% | 1.80% |
Grant date fair value | $ 6.56 | $ 1.65 |
Market-based RSUs [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 4 years | |
Expected volatility | 47.00% | |
Expected dividend yield | 0.00% | |
Risk-free interest rate | 1.80% | |
Grant date fair value | $ 3.39 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 3 Months Ended |
Sep. 30, 2018Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
Segment Information - Net Reven
Segment Information - Net Revenue and Long-Lived Assets by Geographic Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2018 | |
Net revenue: | |||
Total net revenue | $ 112,869 | $ 87,418 | |
Property and equipment, net: | |||
Total property and equipment, net | 4,126 | $ 4,211 | |
Other intangible assets, net: | |||
Total other intangible assets, net | 7,835 | 8,573 | |
United States [Member] | |||
Net revenue: | |||
Total net revenue | 110,788 | 85,070 | |
Property and equipment, net: | |||
Total property and equipment, net | 3,831 | 3,875 | |
Other intangible assets, net: | |||
Total other intangible assets, net | 7,721 | 8,441 | |
International [Member] | |||
Net revenue: | |||
Total net revenue | 2,081 | $ 2,348 | |
Property and equipment, net: | |||
Total property and equipment, net | 295 | 336 | |
Other intangible assets, net: | |||
Total other intangible assets, net | $ 114 | $ 132 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - AmOne Corporation [Member] - USD ($) $ in Millions | Oct. 01, 2018 | Sep. 30, 2018 |
Subsequent Event [Line Items] | ||
Business combination, contingent liability payment description | additional post-Closing payments, payable in equal semi-annual installments over a two year period, with the first installment payable six-months following the date of Closing | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Closing date of acquisition | Oct. 1, 2018 | |
Business combination, purchase consideration | $ 20.3 | |
Business combination, contingent liability | $ 8 | |
Business combination, contingent liability payment period | 2 years |