Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2020 | Feb. 03, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2020 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | QNST | |
Entity Registrant Name | QuinStreet, Inc. | |
Entity Central Index Key | 0001117297 | |
Current Fiscal Year End Date | --06-30 | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity File Number | 001-34628 | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 53,296,501 | |
Entity Tax Identification Number | 77-0512121 | |
Entity Address, Address Line One | 950 Tower Lane | |
Entity Address, Address Line Two | 6th Floor | |
Entity Address, City or Town | Foster City | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94404 | |
City Area Code | 650 | |
Local Phone Number | 578-7700 | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Common Stock, par value $0.001 per share |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Dec. 31, 2020 | Jun. 30, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 102,647 | $ 107,509 |
Accounts receivable, net of allowances and reserves of $1,613 and $10,177 as of December 31, 2020 and June 30, 2020, respectively | 71,277 | 64,472 |
Prepaid expenses and other assets | 7,455 | 13,591 |
Total current assets | 181,379 | 185,572 |
Property and equipment, net | 6,650 | 5,657 |
Operating lease right-of-use assets | 12,672 | 9,118 |
Goodwill | 110,109 | 80,677 |
Other intangible assets, net | 55,690 | 28,174 |
Deferred tax assets, noncurrent | 45,209 | 48,673 |
Other assets, noncurrent | 3,348 | 536 |
Total assets | 415,057 | 358,407 |
Current liabilities: | ||
Accounts payable | 37,748 | 36,759 |
Accrued liabilities | 47,802 | 42,271 |
Deferred revenue | 394 | 73 |
Other liabilities | 11,841 | 6,734 |
Total current liabilities | 97,785 | 85,837 |
Operating lease liabilities, noncurrent | 10,782 | 8,692 |
Other liabilities, noncurrent | 27,084 | 7,934 |
Total liabilities | 135,651 | 102,463 |
Commitments and contingencies (See Note 12) | 0 | 0 |
Stockholders' equity: | ||
Common stock: $0.001 par value; 100,000,000 shares authorized; 53,259,519 and 52,209,813 shares issued and outstanding at December 31, 2020 and June 30, 2020 | 53 | 52 |
Additional paid-in capital | 313,017 | 304,650 |
Accumulated other comprehensive loss | (290) | (237) |
Accumulated deficit | (33,374) | (48,521) |
Total stockholders' equity | 279,406 | 255,944 |
Total liabilities and stockholders' equity | $ 415,057 | $ 358,407 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Jun. 30, 2020 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, net of allowances and reserves | $ 1,613 | $ 10,177 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 53,259,519 | 52,209,813 |
Common stock, shares outstanding | 53,259,519 | 52,209,813 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Income Statement [Abstract] | |||||
Net revenue | $ 134,968 | $ 118,101 | $ 274,237 | $ 244,715 | |
Cost of revenue | [1] | 120,437 | 105,318 | 242,668 | 218,507 |
Gross profit | 14,531 | 12,783 | 31,569 | 26,208 | |
Operating expenses: | |||||
Product development | [1] | 4,980 | 3,399 | 9,871 | 6,955 |
Sales and marketing | [1] | 2,892 | 2,592 | 5,535 | 4,955 |
General and administrative | [1] | 6,890 | 5,498 | 13,471 | 11,323 |
Operating (loss) income | (231) | 1,294 | 2,692 | 2,975 | |
Interest income | 12 | 54 | 34 | 126 | |
Interest expense | (307) | (177) | (646) | (389) | |
Other income (expense), net | 34 | (9) | 16,723 | (266) | |
(Loss) income before income taxes | (492) | 1,162 | 18,803 | 2,446 | |
Benefit from (provision for) income taxes | 958 | 387 | (3,656) | 235 | |
Net income | $ 466 | $ 1,549 | $ 15,147 | $ 2,681 | |
Net income per share: | |||||
Basic | $ 0.01 | $ 0.03 | $ 0.29 | $ 0.05 | |
Diluted | $ 0.01 | $ 0.03 | $ 0.28 | $ 0.05 | |
Weighted-average shares used in computing net income per share: | |||||
Basic | 53,055 | 51,414 | 52,774 | 51,129 | |
Diluted | 55,163 | 53,489 | 54,716 | 53,407 | |
[1] | Cost of revenue and operating expenses include stock-based compensation expense as follows: |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cost of revenue [Member] | ||||
Stock-based compensation | $ 2,544 | $ 2,347 | $ 4,745 | $ 4,837 |
Product development [Member] | ||||
Stock-based compensation | 643 | 518 | 1,192 | 1,002 |
Sales and marketing [Member] | ||||
Stock-based compensation | 765 | 558 | 1,312 | 979 |
General and administrative [Member] | ||||
Stock-based compensation | $ 1,603 | $ 1,277 | $ 3,086 | $ 2,530 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income | $ 466 | $ 1,549 | $ 15,147 | $ 2,681 |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustment | (15) | 16 | (53) | 47 |
Total other comprehensive (loss) income | (15) | 16 | (53) | 47 |
Comprehensive income | $ 451 | $ 1,565 | $ 15,094 | $ 2,728 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] |
Beginning Balance at Jun. 30, 2019 | $ 222,829 | $ 50 | $ 289,768 | $ (366) | $ (66,623) |
Beginning Balance, Shares at Jun. 30, 2019 | 50,518,460 | ||||
Issuance of common stock upon exercise of stock options | 3,115 | $ 1 | 3,114 | 0 | 0 |
Issuance of common stock upon exercise of stock options, Shares | 516,026 | ||||
Release of restricted stock, net of share settlement | 0 | $ 1 | (1) | 0 | 0 |
Release of restricted stock, net of share settlement, Shares | 602,271 | ||||
Stock-based compensation expense | 9,385 | $ 0 | 9,385 | 0 | 0 |
Withholding taxes related to release of restricted stock, net of share settlement | (4,186) | 0 | (4,186) | 0 | 0 |
Net income | 2,681 | 0 | 0 | 0 | 2,681 |
Other comprehensive income (loss) | 47 | 0 | 0 | 47 | 0 |
Ending Balance at Dec. 31, 2019 | 233,871 | $ 52 | 298,080 | (319) | (63,942) |
Ending Balance, Shares at Dec. 31, 2019 | 51,636,757 | ||||
Beginning Balance at Sep. 30, 2019 | 228,091 | $ 51 | 293,866 | (335) | (65,491) |
Beginning Balance, Shares at Sep. 30, 2019 | 51,102,339 | ||||
Issuance of common stock upon exercise of stock options | 1,325 | $ 0 | 1,325 | 0 | 0 |
Issuance of common stock upon exercise of stock options, Shares | 255,965 | ||||
Release of restricted stock, net of share settlement | 0 | $ 1 | (1) | 0 | 0 |
Release of restricted stock, net of share settlement, Shares | 278,453 | ||||
Stock-based compensation expense | 4,718 | $ 0 | 4,718 | 0 | 0 |
Withholding taxes related to release of restricted stock, net of share settlement | (1,828) | 0 | (1,828) | 0 | 0 |
Net income | 1,549 | 0 | 0 | 0 | 1,549 |
Other comprehensive income (loss) | 16 | 0 | 0 | 16 | 0 |
Ending Balance at Dec. 31, 2019 | 233,871 | $ 52 | 298,080 | (319) | (63,942) |
Ending Balance, Shares at Dec. 31, 2019 | 51,636,757 | ||||
Beginning Balance at Jun. 30, 2020 | $ 255,944 | $ 52 | 304,650 | (237) | (48,521) |
Beginning Balance, Shares at Jun. 30, 2020 | 52,209,813 | 52,209,813 | |||
Issuance of common stock upon exercise of stock options | $ 2,580 | $ 0 | 2,580 | 0 | 0 |
Issuance of common stock upon exercise of stock options, Shares | 485,025 | ||||
Release of restricted stock, net of share settlement | 0 | $ 1 | (1) | 0 | 0 |
Release of restricted stock, net of share settlement, Shares | 564,681 | ||||
Stock-based compensation expense | 10,368 | $ 0 | 10,368 | 0 | 0 |
Withholding taxes related to release of restricted stock, net of share settlement | (4,580) | 0 | (4,580) | 0 | 0 |
Net income | 15,147 | 0 | 0 | 0 | 15,147 |
Other comprehensive income (loss) | (53) | 0 | 0 | (53) | 0 |
Ending Balance at Dec. 31, 2020 | $ 279,406 | $ 53 | 313,017 | (290) | (33,374) |
Ending Balance, Shares at Dec. 31, 2020 | 53,259,519 | 53,259,519 | |||
Beginning Balance at Sep. 30, 2020 | $ 273,288 | $ 53 | 307,350 | (275) | (33,840) |
Beginning Balance, Shares at Sep. 30, 2020 | 52,773,842 | ||||
Issuance of common stock upon exercise of stock options | 1,802 | $ 0 | 1,802 | 0 | 0 |
Issuance of common stock upon exercise of stock options, Shares | 299,168 | ||||
Release of restricted stock, net of share settlement | 0 | $ 0 | 0 | 0 | 0 |
Release of restricted stock, net of share settlement, Shares | 186,509 | ||||
Stock-based compensation expense | 5,571 | $ 0 | 5,571 | 0 | 0 |
Withholding taxes related to release of restricted stock, net of share settlement | (1,706) | 0 | (1,706) | 0 | 0 |
Net income | 466 | 0 | 0 | 0 | 466 |
Other comprehensive income (loss) | (15) | 0 | 0 | (15) | 0 |
Ending Balance at Dec. 31, 2020 | $ 279,406 | $ 53 | $ 313,017 | $ (290) | $ (33,374) |
Ending Balance, Shares at Dec. 31, 2020 | 53,259,519 | 53,259,519 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities | ||
Net income | $ 15,147 | $ 2,681 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 8,136 | 5,666 |
(Benefit from) provision for sales returns and doubtful accounts receivable | (107) | 150 |
Stock-based compensation | 10,335 | 9,348 |
Non-cash lease expense | (364) | 166 |
Deferred income taxes | 3,506 | (311) |
Gain on divestitures of businesses | (16,615) | 0 |
Other adjustments, net | 380 | 269 |
Changes in assets and liabilities: | ||
Accounts receivable | (3,159) | 5,866 |
Prepaid expenses and other assets | 6,082 | 628 |
Accounts payable | (997) | (2,610) |
Accrued liabilities | 712 | (2,781) |
Deferred revenue | 81 | 407 |
Net cash provided by operating activities | 23,137 | 19,479 |
Cash Flows from Investing Activities | ||
Capital expenditures | (1,041) | (948) |
Internal software development costs | (1,399) | (1,114) |
Business acquisitions, net of cash acquired | (40,304) | 0 |
Proceeds from divestitures of businesses | 21,460 | 0 |
Purchases of equity investment | (2,000) | 0 |
Other investing activities | 0 | 25 |
Net cash used in investing activities | (23,284) | (2,037) |
Cash Flows from Financing Activities | ||
Proceeds from exercise of common stock options | 2,958 | 3,153 |
Payment of withholding taxes related to release of restricted stock, net of share settlement | (4,580) | (4,186) |
Post-closing payments and contingent consideration related to acquisitions | (3,020) | (2,866) |
Net cash used in financing activities | (4,642) | (3,899) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (73) | 59 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (4,862) | 13,602 |
Cash, cash equivalents and restricted cash at beginning of period | 107,523 | 62,536 |
Cash, cash equivalents and restricted cash at end of period | 102,661 | 76,138 |
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets | ||
Cash and cash equivalents | 102,647 | 76,124 |
Restricted cash included in other assets, noncurrent | $ 14 | $ 14 |
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 | $ 102,661 | $ 76,138 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid for income taxes | 96 | 59 |
Supplemental Disclosure of Non-cash Investing and Financing Activities | ||
Purchases of property and equipment included in accrued liabilities | 480 | 98 |
Post-closing payments unpaid at acquisition date related to Modernize Inc. acquisition (see Note 8) | $ 26,855 | $ 0 |
The Company
The Company | 6 Months Ended |
Dec. 31, 2020 | |
Organization [Abstract] | |
The Company | 1. The Company QuinStreet, Inc. (the “Company”) is a leader in performance marketplace technologies and services for the financial services and home services industries. 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, home services, and previously the historical education client vertical. The corporate headquarters are located in Foster City, California, with additional offices throughout the United States and India. The majority of the Company’s operations and revenue are in North America. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2020 | |
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 December 31, 2020 and for the three and six months ended December 31, 2020 and 2019 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, 2020, as filed with the SEC on August 28, 2020. The condensed consolidated balance sheet at June 30, 2020 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 December 31, 2020, its condensed consolidated statements of stockholders’ equity, operations and comprehensive income for the three and six months ended December 31, 2020 and 2019 and condensed consolidated statements of cash flows for the six months ended December 31, 2020 and 2019. The results of operations for the three and six months ended December 31, 2020 are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 2021, 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, credit losses of accounts receivable, 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. In addition, the Company may engage third-party valuation specialists to assist with the preparation of certain of its valuations. 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. In addition, the COVID-19 pandemic is a factor which may cause actual results to differ from estimates. COVID-19 is contributing to a general slowdown in the global economy and may affect the Company’s business, results of operations, financial condition, and future strategic plans. At this time, the extent to which the COVID-19 may impact the Company’s financial condition or results of operations is uncertain. 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, 2020. There have been no material changes to our significant accounting policies as of and for the six months ended December 31, 2020, except for the accounting policy for Accounts Receivable and Allowances that was updated as a result of adopting Accounting Standards Update 2016-13 – Financial Instruments – Credit Losses (Topic 326) Revenue Recognition The Company derives revenue primarily from fees earned through the delivery of qualified inquiries such as clicks, leads, calls, applications, or customers. 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, Revenue from Contracts with Customers: (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 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 does not generally 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 generally span multiple periods. Taxes collected from clients and remitted to governmental authorities are not included in revenue. The Company elected to use the practical expedient which allows the Company to record sales commissions as expense as incurred when the amortization period would have been one year or less. 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 has agreements with Internet search companies, third-party publishers and strategic partners that it engages with to generate targeted marketing results for the Company’s 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 evaluates whether it is the principal (i.e., report revenue on a gross basis) or agent (i.e., report revenue on a net basis). In doing so, the Company first evaluates whether it controls the good s or service s before they are transferred to the clients . If the Company controls the good s or service s before they are transferred to the clients , the Company is the principal in the transaction. As a result, the fees paid by the Company’s 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. If the Company does not control the good s or service s before they are transferred to the clients , the Company is the agent in the transaction and recognizes revenue on a net basis . As of the second quarter of fiscal year 2021, the Company has one subsidiary, CloudControlMedia , LLC (“ CCM ”), which provides performance marketing agency and technology services to clients in financial services, education and other markets , recogniz ing revenue on a net basis. Determining whether the Company controls the good s or service s before they are transferred to the clients may require judgment. Accounts Receivable and Allowances The Company’s accounts receivable are derived from clients located principally in the United States. The Company performs ongoing credit evaluation of its customers and generally does not require collateral. The Company makes estimates of expected credit losses for the allowance for doubtful accounts and allowance for unbilled receivables based upon its assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions including the impact of COVID-19, and other factors that may affect its ability to collect from customers. The following presents hanges in the Company’s allowance for credit losses for the six months ended December 31, 2020 (in thousands): Allowance for Credit Losses Balance as of June 30, 2020 $ 9,287 Current period provision for credit losses 36 Write-offs charged against the allowance (1) (9,063 ) Balance as of December 31, 2020 $ 260 (1) In the third quarter of fiscal year 2019, the Company recorded an allowance of $8.7 million for bad debt expense related to a large former education client who entered federal receivership in January 2019. In the second quarter of fiscal year 2021, the Company believes that the likelihood of collection was no longer probable, therefore has determined to write off the receivable against this allowance, with no net impact to the Company’s condensed consolidated statements of operations. The revenue reserve was $1.4 million and $0.9 million as of December 31, 2020 and June 30, 2020, respectively. The total allowance for credit losses and revenue reserve was $1.6 million and $10.2 million as of December 31, 2020 and June 30, 2020, respectively. Investments in Equity Securities The Company’s investments in equity securities, which are reported within other assets, noncurrent, on the condensed consolidated balance sheets, include investments in privately held companies without readily determinable market values. The Company adjusts the carrying value of its investments in equity securities to fair value when transactions for identical or similar investments of the same issuer are observable. All gains and losses on investments in equity securities, realized and unrealized, are recognized within other income (expense), net on the Company’s condensed consolidated statements of operations. The Company applies the equity method of accounting for investments in other entities when it exercises significant influence within other income (expense), net on the Company’s condensed consolidated statements of operations. The Company applies the fair value measurement alternative for investments in other entities when it holds less than 20% ownership in the entity and does not exercise significant influence. These investments consist of equity holdings in non-public companies and are recorded within other assets, noncurrent, on the condensed consolidated balance sheets. The Company regularly reviews investments accounted for under the equity method and the fair value measurement alternative for possible impairment, which generally involves an analysis of the facts and changes in circumstances influencing the investment, expectations of the entity’s cash flows and capital needs, and the viability of its business model. Concentrations of Credit Risk The Company had one client that accounted for 24% and 25% of net revenue for the three and six months ended December 31, 2020 and 18% of net revenue for both the three and six months ended December 31, 2019. That same client accounted for 14% and 17% of net accounts receivable as of December 31, 2020 and June 30, 2020. One additional client accounted for 12% of net accounts receivable as of December 31, 2020. No other clients accounted for 10% or more of net revenue for the three and six months ended December 31, 2020 or 2019 or 10% or more of net accounts receivable as of December 31, 2020 or June 30, 2020. Fair Value of Financial Instruments The Company’s financial instruments consist principally of cash equivalents, accounts receivable, accounts payable, post-closing payments and contingent consideration related to acquisitions. 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 and Cash Equivalents 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. Recent Accounting Pronouncements Accounting Pronouncements Adopted Credit Losses. In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The Company adopted the new standard as of July 1, 2020 using the modified retrospective transition method. Upon adoption, the Company updated its impairment model to utilize a forward-looking current expected credit losses (CECL) model in place of the incurred loss methodology for financial instruments measured at amortized cost, primarily including its accounts receivable. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. The Company continues to monitor the financial statements implications of the COVID-19 pandemic on expected credit losses. Fair Value Measurements. In August 2018, the FASB issued Accounting Standards Update No. 2018-13, Changes to Disclosure Requirements for Fair Value Measurements (Topic 820) , which eliminates, adds and modifies certain disclosure requirements for fair value measurement. The Company adopted the new standard as of July 1, 2020. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. Accounting Pronouncements Not Yet Adopted Income Taxes . In December 2019, the FASB issued Accounting Standards Update No. 2019-12, (ASU 2019-12), which simplifies the accounting for income taxes. The new guidance is effective for the Company in the first quarter of fiscal year 2022 on a prospective basis, with early adoption permitted. The Company is currently assessing the impact the new guidance will have on the consolidated financial statements. There were no other significant updates to the recently issued accounting standards other than as disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020. |
Revenue
Revenue | 6 Months Ended |
Dec. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | 3. Revenue Disaggregation of Revenue In the first quarter of fiscal year 2021, the Company completed the acquisition of Modernize, Inc. (“Modernize”) to increase the scale and capabilities in the home services client vertical. In addition, the Company divested its former education client vertical to narrow its focus to the best performing businesses and market opportunities. As a result of these activities, in the second quarter of fiscal year 2021, the Company updated its reporting structure which resulted in two client verticals: financial services and home services, which was applied on a retrospective basis. All remaining businesses that are not significant enough for separate reporting are included in other revenue Three Months Ended Six Months Ended December 31, December 31, 2020 2019 2020 2019 Net revenue: Financial Services $ 104,154 $ 88,150 $ 198,367 $ 179,014 Home Services 29,190 11,016 62,563 24,027 Other Revenue 1,624 — 1,720 — Divested Businesses (1) — 18,935 11,587 41,674 Total net revenue $ 134,968 $ 118,101 $ 274,237 $ 244,715 (1) Represents revenue recognized from the businesses divested in fiscal year 2020 and in the first quarter of fiscal year 2021. See Note 7, Divestitures Contract Balances The following table provides information about contract liabilities from the Company’s contracts with its clients (in thousands): December 31, June 30, 2020 2020 Deferred revenue $ 394 $ 73 Client deposits 1,107 700 Total $ 1,501 $ 773 The Company’s contract liabilities result from payments received in advance of revenue recognition and advance consideration received from clients, which precede the Company’s satisfaction of the associated performance obligation . recognition of deferred revenue of $0.2 million upon acquisition of Modernize, Acquisitions |
Net Income per Share
Net Income per Share | 6 Months Ended |
Dec. 31, 2020 | |
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 Six Months Ended December 31, December 31, 2020 2019 2020 2019 (In (In thousands, except per share data) Numerator: Basic and Diluted: Net income $ 466 $ 1,549 $ 15,147 $ 2,681 Denominator: Basic: Weighted-average shares of common stock used in computing basic net income per share 53,055 51,414 52,774 51,129 Diluted: Weighted-average shares of common stock used in computing basic net income per share 53,055 51,414 52,774 51,129 Weighted-average effect of dilutive securities: Stock options 845 1,190 862 1,238 Restricted stock units 1,263 885 1,080 1,040 Weighted-average shares of common stock used in computing diluted net income per share 55,163 53,489 54,716 53,407 Net income per share: Basic $ 0.01 $ 0.03 $ 0.29 $ 0.05 Diluted $ 0.01 $ 0.03 $ 0.28 $ 0.05 Securities excluded from weighted-average shares used in computing diluted net income per share because the effect would have been anti-dilutive (1) 6 852 96 790 (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 | 6 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. The Company estimates and categorizes the fair value of its financial instruments by applying the following hierarchy: Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to directly access. Level 2 — Valuations based on quoted prices for similar assets or liabilities; valuations for interest-bearing securities based on non-daily quoted prices in active markets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The following presents December 31, 2020 June 30, 2020 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market funds $ 1,670 $ — $ — $ 1,670 $ 1,668 $ — $ — $ 1,668 Total $ 1,670 $ — $ — $ 1,670 $ 1,668 $ — $ — $ 1,668 Liabilities: Post-closing payments related to acquisitions $ — $ 31,529 $ — $ 31,529 $ — $ 9,045 $ — $ 9,045 Contingent consideration related to acquisitions — — 2,822 2,822 — — 3,170 3,170 Total $ — $ 31,529 $ 2,822 $ 34,351 $ — $ 9,045 $ 3,170 $ 12,215 Reported as: Cash and cash equivalents $ 1,670 $ 1,668 Other Liabilities: Current $ 9,762 $ 6,734 Noncurrent 24,589 5,481 Total $ 34,351 $ 12,215 There were no transfers between Level 1, Level 2, and Level 3 during the periods presented Cash Equivalents The valuation are classified as Level 1 within the fair value hierarchy Post-Closing Payments Related to Acquisitions The post-closing payments are future payments related to the Company’s acquisition of Modernize completed in the first quarter of fiscal year 2021, and the acquisitions of CloudControlMedia, LLC (“CCM”) MyBankTracker.com, LLC (“MBT”) completed in fiscal year 2019 payments Acquisitions Contingent Consideration Related to Acquisitions The contingent consideration consists of estimated future payments related to the Company’s acquisition of CCM. The fair value of the contingent consideration is determined using the real options technique which incorporates various estimates, including projected net revenue that is subject to the contingent consideration payment, a volatility factor applied to net revenue based on year-on-year growth in net revenue of comparable companies and discount rates. Acquisitions The following table represents the changes in the contingent consideration during the three and six months ended December 31, 2020 (in thousands): Three Months Ended Six Months Ended December 31, 2020 December 31, 2020 Balance at the beginning of period $ 2,822 $ 3,170 Changes in fair value during the period — — Payments made during the period — (348 ) Balance at the end of period $ 2,822 $ 2,822 |
Prepaid Expenses and Other Asse
Prepaid Expenses and Other Assets | 6 Months Ended |
Dec. 31, 2020 | |
Prepaid Expense And Other Assets [Abstract] | |
Prepaid Expenses and Other Assets | 6. Prepaid Expenses and Other Assets In fiscal year 2016, 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 its exclusive click monetization partner for the majority of its insurance categories |
Divestitures
Divestitures | 6 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Divestitures | 7. Divestitures As a result of the Company’s decision to narrow its focus to the best performing businesses and market opportunities, the Company completed a series of business divestitures in fiscal year 2020 and in the first quarter of fiscal year 2021. Fiscal year 2021 Education Client Vertical On August 31, 2020, the Company entered into an agreement with a third party to sell its education client vertical for total cash consideration of $20.0 million. Upon the divestiture of this business, t he Company recognized a gain of $ 16.6 Fiscal year 2020 Business-to-Business Technology (“B2B”) Client Vertical On February 14, 2020, the Company entered into an agreement with a third party to sell its B2B client vertical for a purchase price of $12.9 million. The purchase price consisted of $10.0 million in cash consideration and $2.9 million in a secured promissory note, receivable in equal monthly installments over a 12 month period. The Company recognized a gain of $12.0 million within other income (expense), net on the Company’s condensed consolidated statements of operations upon the divestiture of this business in the third quarter of fiscal year 2020. Mortgage Business On April 30, 2020, the Company entered into an agreement with a third party to sell its mortgage business for total cash consideration of $ Other In the third quarter of fiscal year 2020, the Company completed the divestitures of its wholly owned subsidiaries, QuinStreet Brasil Online Marketing e Midia Ltda (“QSB”), and VEMM, LLC (“VEMM”) along with its interests in Euro-Demand Do Brasil Serviços de Geração de Leads Ltda (“EDB”), for combined cash proceeds of $1.1 million; provided, however, the Company retained a minority equity interest in VEMM. The aggregate impact from these divestitures was not considered material to the Company. |
Acquisitions
Acquisitions | 6 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | 8. Acquisitions Fiscal year 2021 Modernize, Inc. On July 1, 2020, the Company completed the acquisition of Modernize, a leading home improvement performance marketing company in the home services client vertical, to broaden its customer and media relationships. In exchange for all the outstanding shares of Modernize, the Company paid $43.9 million in cash upon closing (including $3.9 million cash for net assets acquired subject to post-closing adjustments) and will make $27.5 million in post-closing payments, payable in equal annual installments over a five year period, with the first installment payable twelve months following the date of closing The following table summarizes the consideration as of the acquisition date (in thousands): Estimated Fair Value Cash $ 43,944 Post-closing payments, net of imputed interest of $2,724 24,776 Section 338 election liability to Modernize 2,079 Total $ 70,799 The acquisition was accounted for as a business combination and the results of operations of Modernize have been included in the Company’s results of operations as of July 1, 2020. The Company expensed all transaction costs in the period in which they were incurred. The Company allocated the purchase price to identifiable assets acquired and liabilities assumed based on their estimated fair values. The fair value of the assets acquired and liabilities assumed was determined by the Company and in doing so engaged a third-party valuation specialist to assist with the measurement of the fair value of identifiable intangible assets. The estimated fair value of the identifiable assets acquired and liabilities assumed in the acquisition was based on management’s best estimates. The fair value of the customer relationships was determined using the multi-period excess earnings income approach. The fair value of trade names and acquired technology was determined using the relief-from-royalty method. The fair value of content was determined using the cost approach. The excess of the purchase price over the aggregate fair value of the identifiable assets acquired was recorded as goodwill and is primarily attributable to synergies the Company expects to achieve related to the acquisition. The goodwill is expected to be deductible for tax purposes. The following table summarizes the preliminary allocation of the purchase price to the fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date (in thousands): Estimated Fair Value Preliminary as of July 1, 2020 Year to Date Adjustments (1) Preliminary as of December 31, 2020 Cash and cash equivalents $ 3,638 $ — $ 3,638 Accounts receivable, net 4,999 — 4,999 Operating lease right-of-use assets 4,702 — 4,702 Other intangible assets 33,700 — 33,700 Other assets 1,386 — 1,386 Total identifiable assets acquired 48,425 — 48,425 Accrued liabilities 4,909 — 4,909 Operating lease liabilities 4,896 — 4,896 Deferred tax liabilities 7,886 (7,886 ) — Other liabilities 465 — 465 Total identifiable liabilities assumed 18,156 (7,886 ) 10,270 Net identifiable assets acquired 30,269 7,886 38,155 Goodwill 38,451 (5,807 ) 32,644 Net assets acquired $ 68,720 $ 2,079 $ 70,799 (1) The Company intends to make a 338(h)(10) election to treat the acquisition for tax purposes as a purchase and sale of assets which resulted in the release of the deferred tax liabilities of $7.9 million. The Company has agreed to pay any incremental taxes to Modernize resulting from that election, for an increase in total consideration of $2.1 million. The following table summarizes the fair values of the identifiable intangible assets acquired and the estimated useful lives as of the acquisition date (in thousands): Estimated Fair Value Estimated Useful Life Customer/publisher/advertiser relationships $ 21,300 9 years Content 800 1.5 years Website/trade/domain names 5,300 15 years Acquired technology and others 6,300 4 years Total $ 33,700 The Company is still finalizing the allocation of the purchase price to the individual assets acquired. Accordingly, these preliminary estimates are subject to change during the measurement period, which is the period subsequent to the acquisition date during which the acquirer may adjust the provisional amounts recognized for a business combination, not to exceed one year form the acquisition date. The final purchase price allocation, which may include changes in the allocations within intangible assets and between intangible assets and goodwill, as well as changes in the estimated useful lives of the intangible assets, will be determined when the Company has completed the detailed review of underlying inputs and assumptions used in its preliminary purchase price allocation. The unaudited pro forma financial information in the table below summarizes the combined results of operations for the Company and Modernize as though Modernize had been acquired as of the beginning of fiscal year 2020. The unaudited pro forma financial information is presented for illustrative purposes only and does not necessarily reflect what the combined company’s results of operations would have been had the acquisition occurred as of the beginning of fiscal year 2020, nor is it necessarily indicative of the future results of operations of the combined company. Three Months Ended Six Months Ended December 31, December 31, 2020 2019 2020 2019 (In thousands) (In thousands) Net revenue $ 134,968 $ 132,921 $ 274,237 $ 275,851 Net income 756 2,025 15,607 4,093 The pro forma financial information for the three and six months ended December 31, 2020 includes the elimination of $290 thousand and $460 thousand of nonrecurring acquisition costs incurred by the Company that are directly related to the acquisition. Fiscal year 2020 There was no significant business acquisition completed in fiscal year 2020. Fiscal year 2019 AmOne Corp. On October 1, 2018, the completed the purchase of AmOne, an online performance marketing company in the financial services client vertical, to broaden its publisher and customer relationships. In exchange for all outstanding shares of AmOne, the Company paid $23.0 million in upon closing (including $2.7 million cash for net assets acquired subject to post-closing adjustments) and will make $8.0 million in post-closing payments, payable in equal semi-annual installments over a two year period, with the first installment paid six months following the date of closing. CloudControlMedia, LLC On April 15, 2019 completed the of a marketing services company in the education client vertical, to broaden its customer relationships In exchange for all the outstanding shares of CCM, the Company paid $8.3 million in cash upon closing ( including $0.8 million cash for net assets acquired subject to post-closing adjustments) and will make a series of future payments following the acquisition date. The $7.5 million post-closing payments are payable in cash in equal semi-annual installments over a four year period, with the first installment paid six months following the date of closing. The contingent consideration is payable for five years following the date of closing and is calculated every June 30 and December 31 for the preceding six months. MyBankTracker.com, LLC O n May 14, 2019, completed the purchase of MBT, a leading personal finance website to broaden its customer relationships. In exchange for all the outstanding shares of MBT, the Company paid $4.5 million in cash upon closing (including $1.5 million cash for net assets acquired) and will make a series of future payments following the acquisition date. The $ 4.0 million post-closing payments are payable in cash in equal semi-annual installments over a two year period, with the first installment pa id twelve months following the date of closing. The contingent consideration is calculated semi-annually for the preceding six months beginning on December 31, 2019 and ending on June 30, 2023. In the third quarter of fiscal year 2020 , the Company reached an agreement with the seller and paid the outstanding balance owed in full with respect to the contingent consideration. The following table summarizes the consideration for each acquisition as of the acquisition dates (in thousands): AmOne CCM MBT Cash $ 23,032 $ 8,281 $ 4,511 Post-closing adjustments for net assets acquired 138 (72 ) — Post-closing payments, net of imputed interest (1) 7,514 6,671 3,708 Contingent consideration — 3,553 1,505 Total $ 30,684 $ 18,433 $ 9,724 (1) The post-closing payment is net of imputed interest of $486 thousand for AmOne, $829 thousand for CCM and $292 thousand for MBT. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 6 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 9. Goodwill and Intangible Assets, Net Goodwill The changes in the carrying amount of goodwill for the six months ended December 31 Goodwill Balance as of June 30, 2020 $ 80,677 Goodwill acquired (1) 32,644 Goodwill disposed (2) (3,212 ) Balance as of December 31, 2020 $ 110,109 (1) Represents goodwill acquired associated with the acquisition of Modernize completed in the first quarter of fiscal year 2021. See Note 8, Acquisitions (2) Represents goodwill disposed associated with the divestiture of the education client vertical completed in the first quarter of fiscal year 2021. See Note 7, Divestitures Intangible Assets, Net Intangible assets, net, consisted December 31, 2020 June 30, 2020 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Customer/publisher/advertiser relationships $ 81,660 $ (39,213 ) $ 42,447 $ 61,324 $ (36,213 ) $ 25,111 Content 43,708 (43,175 ) 533 55,430 (55,430 ) — Website/trade/domain names 25,349 (18,277 ) 7,072 23,059 (20,717 ) 2,342 Acquired technology and others 33,843 (28,205 ) 5,638 27,941 (27,220 ) 721 Total $ 184,560 $ (128,870 ) $ 55,690 $ 167,754 $ (139,580 ) $ 28,174 Amortization of intangible assets was $2.9 million and $6.1 million for the three and six months ended December 31, 2020, and $1.9 million and $3.9 million for the three and six months ended December 31, 2019. Future amortization expense for the Company’s intangible assets as of December 31, 2020 was as follows (in thousands): Fiscal Year Ending June 30, Amortization 2021 (remaining six months) $ 5,365 2022 10,050 2023 9,188 2024 8,291 2025 6,306 Thereafter 16,490 Total $ 55,690 |
Income Taxes
Income Taxes | 6 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes On June 29, 2020, the Assembly Bill 85 (AB 85) was signed into law as part of the California 2020 Budget Act, which temporarily suspends the use of California net operating losses and imposes a cap on the amount of business incentive tax credits that companies can utilize against their net income for tax years 2020, 2021, and 2022. The Company analyzed the provisions of AB 85 and determined there was an immaterial impact on its provision for income taxes for the current period and will continue to evaluate the impact, if any, AB 85 may have on the Company’s condensed consolidated financial statements and disclosures. The Company performed an assessment on the likelihood of realizing the benefits of its deferred tax assets. As of December 31, 2020, the Company has not recorded any significant valuation allowance adjustments based on the information and evidence available at the time. However, if there are unfavorable changes to actual operating results or to projections of future income, the Company may determine that it is more likely than not that such deferred tax assets may not be realizable. Additionally, in the event the Company experiences an ownership change within the meaning of Section 382 of the Internal Revenue Code (“IRC”), the Company’s ability to utilize net operating losses, tax credits and other tax attributes may be limited. The Company’s provision for income taxes for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any. Each quarter the Company updates its estimate of the annual effective tax rate and makes a year-to-date adjustment to the provision. The Company recorded a benefit from income taxes of $1.0 million and a provision for income taxes of $3.7 million for the three and six months ended December 31, 2020, and a benefit from income taxes of $0.4 million and $0.2 million for the three and six months ended December 31, 2019. |
Leases
Leases | 6 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | 11. Leases The Company has operating leases primarily for its office facilities. The leases expire at various dates through fiscal year 2026, terms The components Three Months Ended Six Months Ended December 31, December 31, 2020 2019 2020 2019 Operating lease expense $ 1,320 $ 999 $ 2,628 $ 2,003 Short-term lease expense 201 268 454 556 Variable lease expense (1) 138 154 286 298 Total lease expense $ 1,659 $ 1,421 $ 3,368 $ 2,857 (1) Variable lease expense for the three and six months ended December 31, 2020 and 2019 primarily included common area maintenance charges. Supplemental information related to operating leases was as follows (in thousands, except lease term and discount rate): Six Months Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows used for operating leases $ 3,021 $ 1,846 Lease liabilities arising from obtaining right-of-use assets Operating leases $ 6,247 $ 43 Weighted average remaining lease term - operating leases 3.1 years 3.7 years Weighted average discount rate - operating leases 5.0 % 4.5 % The implicit rate within each lease is not readily determinable and therefore the Company uses its incremental borrowing rate at the lease commencement date to determine the present value of the lease payments. The determination of the incremental borrowing rate requires judgement. The Company determined its incremental borrowing rate for each lease using indicative bank borrowing rates, adjusted for various factors including level of collateralization, term and currency to align with the terms of a lease. Maturities of operating Fiscal Year Ending June 30, Amount 2021 (remaining six months) $ 3,005 2022 5,933 2023 5,507 2024 3,454 2025 728 Thereafter 33 Total minimum lease payments $ 18,660 Less imputed interest (2,370 ) Present value of net minimum lease payments $ 16,290 Operating lease liabilities: Current 5,508 Noncurrent 10,782 Total $ 16,290 Total future principal contractual obligations for operating lease commitments exceeded the undiscounted lease liability by $0.7 million as of December 31, 2020, primarily because the lease liability excluded short-term lease payments (due to the adoption of the short-term lease exemption). |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies 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 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 December 31, 2020 and June 30, 20 20 . Letters of Credit The Company has 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 letter of credit automatically renews annually without amendment unless cancelled by the financial institution within 30 days of the annual expiration date. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | 13. Stockholders’ Equity Stock Repurchases 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. There were no repurchases made during fiscal year 2020 and the three and six months ended December 31, 2020. As of December 31, 2020, the number of shares that remains available for repurchase is 903,636 shares. The Company’s |
Stock Benefit Plans
Stock Benefit Plans | 6 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Benefit Plans | 14. Stock Benefit Plans Stock Incentive Plans The Company may grant 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 also began granting to employees RSUs with a market condition (“market-based RSUs”) that requires 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 fiscal year 2019, the Company began granting to employees RSUs with a performance condition (“performance-based RSUs”) that vest variably subject to the achievement of certain revenue growth and adjusted EBITDA targets (“performance targets”). The Company evaluates the portion of the awards that are probable to vest quarterly until the performance targets 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 December 31, 2020, 23,125,612 shares were reserved and 14,471,870 shares were available for issuance under the 2010 Incentive Plan; 4,598,838 shares were reserved and 2,369,772 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 and six months ended December 31, 2020 and 2019 were as follows: Three Months Ended Six Months Ended December 31, December 31, 2020 2019 2020 2019 Expected term (in years) 3.5 3.9 4.4 4.4 Expected volatility 63 % 58 % 62 % 57 % Expected dividend yield — — — — Risk-free interest rate 0.2 % 1.6 % 0.3 % 1.5 % Grant date fair value $ 7.66 $ 6.97 $ 5.88 $ 5.36 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. As some of the components that comprise the performance targets have not been fully established, a grant date as defined by ASC 718 has not been determined. The Company will re-measure the compensation expense associated with the performance-based RSUs at each reporting date based on the closing price of the Company’s common stock at each reporting date until the grant date has been established. 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 | 6 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | 15. 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 Six Months Ended December 31, December 31, 2020 2019 2020 2019 Net revenue: United States $ 132,358 $ 114,230 $ 268,771 $ 238,417 International 2,610 3,871 5,466 6,298 Total net revenue $ 134,968 $ 118,101 $ 274,237 $ 244,715 December 31, June 30, 2020 2020 Property and equipment, net: United States $ 6,459 $ 5,477 International 191 180 Total property and equipment, net $ 6,650 $ 5,657 December 31, June 30, 2020 2020 Other intangible assets, net: United States $ 55,690 $ 28,174 International — — Total other intangible assets, net $ 55,690 $ 28,174 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2020 | |
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 December 31, 2020 and for the three and six months ended December 31, 2020 and 2019 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, 2020, as filed with the SEC on August 28, 2020. The condensed consolidated balance sheet at June 30, 2020 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 December 31, 2020, its condensed consolidated statements of stockholders’ equity, operations and comprehensive income for the three and six months ended December 31, 2020 and 2019 and condensed consolidated statements of cash flows for the six months ended December 31, 2020 and 2019. The results of operations for the three and six months ended December 31, 2020 are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 2021, 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, credit losses of accounts receivable, 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. In addition, the Company may engage third-party valuation specialists to assist with the preparation of certain of its valuations. 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. In addition, the COVID-19 pandemic is a factor which may cause actual results to differ from estimates. COVID-19 is contributing to a general slowdown in the global economy and may affect the Company’s business, results of operations, financial condition, and future strategic plans. At this time, the extent to which the COVID-19 may impact the Company’s financial condition or results of operations is uncertain. |
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, 2020. There have been no material changes to our significant accounting policies as of and for the six months ended December 31, 2020, except for the accounting policy for Accounts Receivable and Allowances that was updated as a result of adopting Accounting Standards Update 2016-13 – Financial Instruments – Credit Losses (Topic 326) |
Revenue Recognition | Revenue Recognition The Company derives revenue primarily from fees earned through the delivery of qualified inquiries such as clicks, leads, calls, applications, or customers. 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, Revenue from Contracts with Customers: (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 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 does not generally 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 generally span multiple periods. Taxes collected from clients and remitted to governmental authorities are not included in revenue. The Company elected to use the practical expedient which allows the Company to record sales commissions as expense as incurred when the amortization period would have been one year or less. 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 has agreements with Internet search companies, third-party publishers and strategic partners that it engages with to generate targeted marketing results for the Company’s 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 evaluates whether it is the principal (i.e., report revenue on a gross basis) or agent (i.e., report revenue on a net basis). In doing so, the Company first evaluates whether it controls the good s or service s before they are transferred to the clients . If the Company controls the good s or service s before they are transferred to the clients , the Company is the principal in the transaction. As a result, the fees paid by the Company’s 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. If the Company does not control the good s or service s before they are transferred to the clients , the Company is the agent in the transaction and recognizes revenue on a net basis . As of the second quarter of fiscal year 2021, the Company has one subsidiary, CloudControlMedia , LLC (“ CCM ”), which provides performance marketing agency and technology services to clients in financial services, education and other markets , recogniz ing revenue on a net basis. Determining whether the Company controls the good s or service s before they are transferred to the clients may require judgment. |
Accounts Receivable and Allowances | Accounts Receivable and Allowances The Company’s accounts receivable are derived from clients located principally in the United States. The Company performs ongoing credit evaluation of its customers and generally does not require collateral. The Company makes estimates of expected credit losses for the allowance for doubtful accounts and allowance for unbilled receivables based upon its assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions including the impact of COVID-19, and other factors that may affect its ability to collect from customers. The following presents hanges in the Company’s allowance for credit losses for the six months ended December 31, 2020 (in thousands): Allowance for Credit Losses Balance as of June 30, 2020 $ 9,287 Current period provision for credit losses 36 Write-offs charged against the allowance (1) (9,063 ) Balance as of December 31, 2020 $ 260 (1) In the third quarter of fiscal year 2019, the Company recorded an allowance of $8.7 million for bad debt expense related to a large former education client who entered federal receivership in January 2019. In the second quarter of fiscal year 2021, the Company believes that the likelihood of collection was no longer probable, therefore has determined to write off the receivable against this allowance, with no net impact to the Company’s condensed consolidated statements of operations. The revenue reserve was $1.4 million and $0.9 million as of December 31, 2020 and June 30, 2020, respectively. The total allowance for credit losses and revenue reserve was $1.6 million and $10.2 million as of December 31, 2020 and June 30, 2020, respectively. |
Investments in Equity Securities | Investments in Equity Securities The Company’s investments in equity securities, which are reported within other assets, noncurrent, on the condensed consolidated balance sheets, include investments in privately held companies without readily determinable market values. The Company adjusts the carrying value of its investments in equity securities to fair value when transactions for identical or similar investments of the same issuer are observable. All gains and losses on investments in equity securities, realized and unrealized, are recognized within other income (expense), net on the Company’s condensed consolidated statements of operations. The Company applies the equity method of accounting for investments in other entities when it exercises significant influence within other income (expense), net on the Company’s condensed consolidated statements of operations. The Company applies the fair value measurement alternative for investments in other entities when it holds less than 20% ownership in the entity and does not exercise significant influence. These investments consist of equity holdings in non-public companies and are recorded within other assets, noncurrent, on the condensed consolidated balance sheets. The Company regularly reviews investments accounted for under the equity method and the fair value measurement alternative for possible impairment, which generally involves an analysis of the facts and changes in circumstances influencing the investment, expectations of the entity’s cash flows and capital needs, and the viability of its business model. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company had one client that accounted for 24% and 25% of net revenue for the three and six months ended December 31, 2020 and 18% of net revenue for both the three and six months ended December 31, 2019. That same client accounted for 14% and 17% of net accounts receivable as of December 31, 2020 and June 30, 2020. One additional client accounted for 12% of net accounts receivable as of December 31, 2020. No other clients accounted for 10% or more of net revenue for the three and six months ended December 31, 2020 or 2019 or 10% or more of net accounts receivable as of December 31, 2020 or June 30, 2020. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist principally of cash equivalents, accounts receivable, accounts payable, post-closing payments and contingent consideration related to acquisitions. 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 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 on the Company’s condensed consolidated balance sheets. Cash Equivalents The valuation are classified as Level 1 within the fair value hierarchy |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Pronouncements Adopted Credit Losses. In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . The Company adopted the new standard as of July 1, 2020 using the modified retrospective transition method. Upon adoption, the Company updated its impairment model to utilize a forward-looking current expected credit losses (CECL) model in place of the incurred loss methodology for financial instruments measured at amortized cost, primarily including its accounts receivable. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. The Company continues to monitor the financial statements implications of the COVID-19 pandemic on expected credit losses. Fair Value Measurements. In August 2018, the FASB issued Accounting Standards Update No. 2018-13, Changes to Disclosure Requirements for Fair Value Measurements (Topic 820) , which eliminates, adds and modifies certain disclosure requirements for fair value measurement. The Company adopted the new standard as of July 1, 2020. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. Accounting Pronouncements Not Yet Adopted Income Taxes . In December 2019, the FASB issued Accounting Standards Update No. 2019-12, (ASU 2019-12), which simplifies the accounting for income taxes. The new guidance is effective for the Company in the first quarter of fiscal year 2022 on a prospective basis, with early adoption permitted. The Company is currently assessing the impact the new guidance will have on the consolidated financial statements. There were no other significant updates to the recently issued accounting standards other than as disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020. |
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. |
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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Allowance for Credit Losses | The following presents hanges in the Company’s allowance for credit losses for the six months ended December 31, 2020 (in thousands): Allowance for Credit Losses Balance as of June 30, 2020 $ 9,287 Current period provision for credit losses 36 Write-offs charged against the allowance (1) (9,063 ) Balance as of December 31, 2020 $ 260 (1) In the third quarter of fiscal year 2019, the Company recorded an allowance of $8.7 million for bad debt expense related to a large former education client who entered federal receivership in January 2019. In the second quarter of fiscal year 2021, the Company believes that the likelihood of collection was no longer probable, therefore has determined to write off the receivable against this allowance, with no net impact to the Company’s condensed consolidated statements of operations. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Disaggregation of Net Revenue | The following table presents the Company’s net revenue disaggregated by vertical (in thousands): Three Months Ended Six Months Ended December 31, December 31, 2020 2019 2020 2019 Net revenue: Financial Services $ 104,154 $ 88,150 $ 198,367 $ 179,014 Home Services 29,190 11,016 62,563 24,027 Other Revenue 1,624 — 1,720 — Divested Businesses (1) — 18,935 11,587 41,674 Total net revenue $ 134,968 $ 118,101 $ 274,237 $ 244,715 (1) Represents revenue recognized from the businesses divested in fiscal year 2020 and in the first quarter of fiscal year 2021. See Note 7, Divestitures |
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): December 31, June 30, 2020 2020 Deferred revenue $ 394 $ 73 Client deposits 1,107 700 Total $ 1,501 $ 773 |
Net Income per Share (Tables)
Net Income per Share (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
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 Six Months Ended December 31, December 31, 2020 2019 2020 2019 (In (In thousands, except per share data) Numerator: Basic and Diluted: Net income $ 466 $ 1,549 $ 15,147 $ 2,681 Denominator: Basic: Weighted-average shares of common stock used in computing basic net income per share 53,055 51,414 52,774 51,129 Diluted: Weighted-average shares of common stock used in computing basic net income per share 53,055 51,414 52,774 51,129 Weighted-average effect of dilutive securities: Stock options 845 1,190 862 1,238 Restricted stock units 1,263 885 1,080 1,040 Weighted-average shares of common stock used in computing diluted net income per share 55,163 53,489 54,716 53,407 Net income per share: Basic $ 0.01 $ 0.03 $ 0.29 $ 0.05 Diluted $ 0.01 $ 0.03 $ 0.28 $ 0.05 Securities excluded from weighted-average shares used in computing diluted net income per share because the effect would have been anti-dilutive (1) 6 852 96 790 (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 (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Instruments Measured at Fair Value on Recurring Basis | The following presents December 31, 2020 June 30, 2020 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market funds $ 1,670 $ — $ — $ 1,670 $ 1,668 $ — $ — $ 1,668 Total $ 1,670 $ — $ — $ 1,670 $ 1,668 $ — $ — $ 1,668 Liabilities: Post-closing payments related to acquisitions $ — $ 31,529 $ — $ 31,529 $ — $ 9,045 $ — $ 9,045 Contingent consideration related to acquisitions — — 2,822 2,822 — — 3,170 3,170 Total $ — $ 31,529 $ 2,822 $ 34,351 $ — $ 9,045 $ 3,170 $ 12,215 Reported as: Cash and cash equivalents $ 1,670 $ 1,668 Other Liabilities: Current $ 9,762 $ 6,734 Noncurrent 24,589 5,481 Total $ 34,351 $ 12,215 |
Schedule of Change in Contingent Consideration | The following table represents the changes in the contingent consideration during the three and six months ended December 31, 2020 (in thousands): Three Months Ended Six Months Ended December 31, 2020 December 31, 2020 Balance at the beginning of period $ 2,822 $ 3,170 Changes in fair value during the period — — Payments made during the period — (348 ) Balance at the end of period $ 2,822 $ 2,822 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Consideration | The following table summarizes the consideration as of the acquisition date (in thousands): Estimated Fair Value Cash $ 43,944 Post-closing payments, net of imputed interest of $2,724 24,776 Section 338 election liability to Modernize 2,079 Total $ 70,799 The following table summarizes the consideration for each acquisition as of the acquisition dates (in thousands): AmOne CCM MBT Cash $ 23,032 $ 8,281 $ 4,511 Post-closing adjustments for net assets acquired 138 (72 ) — Post-closing payments, net of imputed interest (1) 7,514 6,671 3,708 Contingent consideration — 3,553 1,505 Total $ 30,684 $ 18,433 $ 9,724 (1) The post-closing payment is net of imputed interest of $486 thousand for AmOne, $829 thousand for CCM and $292 thousand for MBT. |
Summary of Preliminary Allocation of Purchase Price to Fair Values of Identifiable Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary allocation of the purchase price to the fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date (in thousands): Estimated Fair Value Preliminary as of July 1, 2020 Year to Date Adjustments (1) Preliminary as of December 31, 2020 Cash and cash equivalents $ 3,638 $ — $ 3,638 Accounts receivable, net 4,999 — 4,999 Operating lease right-of-use assets 4,702 — 4,702 Other intangible assets 33,700 — 33,700 Other assets 1,386 — 1,386 Total identifiable assets acquired 48,425 — 48,425 Accrued liabilities 4,909 — 4,909 Operating lease liabilities 4,896 — 4,896 Deferred tax liabilities 7,886 (7,886 ) — Other liabilities 465 — 465 Total identifiable liabilities assumed 18,156 (7,886 ) 10,270 Net identifiable assets acquired 30,269 7,886 38,155 Goodwill 38,451 (5,807 ) 32,644 Net assets acquired $ 68,720 $ 2,079 $ 70,799 (1) The Company intends to make a 338(h)(10) election to treat the acquisition for tax purposes as a purchase and sale of assets which resulted in the release of the deferred tax liabilities of $7.9 million. The Company has agreed to pay any incremental taxes to Modernize resulting from that election, for an increase in total consideration of $2.1 million. |
Summary of Fair Values of Identifiable Intangible Assets Acquired and Estimated Useful Lives | The following table summarizes the fair values of the identifiable intangible assets acquired and the estimated useful lives as of the acquisition date (in thousands): Estimated Fair Value Estimated Useful Life Customer/publisher/advertiser relationships $ 21,300 9 years Content 800 1.5 years Website/trade/domain names 5,300 15 years Acquired technology and others 6,300 4 years Total $ 33,700 |
Summary of Unaudited Pro Forma Financial Information Combined Results of Operations | The unaudited pro forma financial information in the table below summarizes the combined results of operations for the Company and Modernize as though Modernize had been acquired as of the beginning of fiscal year 2020. The unaudited pro forma financial information is presented for illustrative purposes only and does not necessarily reflect what the combined company’s results of operations would have been had the acquisition occurred as of the beginning of fiscal year 2020, nor is it necessarily indicative of the future results of operations of the combined company. Three Months Ended Six Months Ended December 31, December 31, 2020 2019 2020 2019 (In thousands) (In thousands) Net revenue $ 134,968 $ 132,921 $ 274,237 $ 275,851 Net income 756 2,025 15,607 4,093 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the six months ended December 31 Goodwill Balance as of June 30, 2020 $ 80,677 Goodwill acquired (1) 32,644 Goodwill disposed (2) (3,212 ) Balance as of December 31, 2020 $ 110,109 (1) Represents goodwill acquired associated with the acquisition of Modernize completed in the first quarter of fiscal year 2021. See Note 8, Acquisitions (2) Represents goodwill disposed associated with the divestiture of the education client vertical completed in the first quarter of fiscal year 2021. See Note 7, Divestitures |
Intangible Assets | Intangible Assets, Net Intangible assets, net, consisted December 31, 2020 June 30, 2020 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Customer/publisher/advertiser relationships $ 81,660 $ (39,213 ) $ 42,447 $ 61,324 $ (36,213 ) $ 25,111 Content 43,708 (43,175 ) 533 55,430 (55,430 ) — Website/trade/domain names 25,349 (18,277 ) 7,072 23,059 (20,717 ) 2,342 Acquired technology and others 33,843 (28,205 ) 5,638 27,941 (27,220 ) 721 Total $ 184,560 $ (128,870 ) $ 55,690 $ 167,754 $ (139,580 ) $ 28,174 |
Amortization Expense | Future amortization expense for the Company’s intangible assets as of December 31, 2020 was as follows (in thousands): Fiscal Year Ending June 30, Amortization 2021 (remaining six months) $ 5,365 2022 10,050 2023 9,188 2024 8,291 2025 6,306 Thereafter 16,490 Total $ 55,690 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Components of Lease Expense | The components Three Months Ended Six Months Ended December 31, December 31, 2020 2019 2020 2019 Operating lease expense $ 1,320 $ 999 $ 2,628 $ 2,003 Short-term lease expense 201 268 454 556 Variable lease expense (1) 138 154 286 298 Total lease expense $ 1,659 $ 1,421 $ 3,368 $ 2,857 (1) Variable lease expense for the three and six months ended December 31, 2020 and 2019 primarily included common area maintenance charges. |
Supplemental Information Related To Operating Leases | Supplemental information related to operating leases was as follows (in thousands, except lease term and discount rate): Six Months Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows used for operating leases $ 3,021 $ 1,846 Lease liabilities arising from obtaining right-of-use assets Operating leases $ 6,247 $ 43 Weighted average remaining lease term - operating leases 3.1 years 3.7 years Weighted average discount rate - operating leases 5.0 % 4.5 % |
Maturities of Operating Lease Liabilities | Maturities of operating Fiscal Year Ending June 30, Amount 2021 (remaining six months) $ 3,005 2022 5,933 2023 5,507 2024 3,454 2025 728 Thereafter 33 Total minimum lease payments $ 18,660 Less imputed interest (2,370 ) Present value of net minimum lease payments $ 16,290 Operating lease liabilities: Current 5,508 Noncurrent 10,782 Total $ 16,290 |
Stock Benefit Plans (Tables)
Stock Benefit Plans (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
Stock options [Member] | |
Schedule of Weighted Average Assumptions | The weighted-average Black-Scholes model assumptions for the three and six months ended December 31, 2020 and 2019 were as follows: Three Months Ended Six Months Ended December 31, December 31, 2020 2019 2020 2019 Expected term (in years) 3.5 3.9 4.4 4.4 Expected volatility 63 % 58 % 62 % 57 % Expected dividend yield — — — — Risk-free interest rate 0.2 % 1.6 % 0.3 % 1.5 % Grant date fair value $ 7.66 $ 6.97 $ 5.88 $ 5.36 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Dec. 31, 2020 | |
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 Six Months Ended December 31, December 31, 2020 2019 2020 2019 Net revenue: United States $ 132,358 $ 114,230 $ 268,771 $ 238,417 International 2,610 3,871 5,466 6,298 Total net revenue $ 134,968 $ 118,101 $ 274,237 $ 244,715 December 31, June 30, 2020 2020 Property and equipment, net: United States $ 6,459 $ 5,477 International 191 180 Total property and equipment, net $ 6,650 $ 5,657 December 31, June 30, 2020 2020 Other intangible assets, net: United States $ 55,690 $ 28,174 International — — Total other intangible assets, net $ 55,690 $ 28,174 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Allowance for Credit Losses (Detail) $ in Thousands | 6 Months Ended | |
Dec. 31, 2020USD ($) | ||
Accounting Policies [Abstract] | ||
Balance as of June 30, 2020 | $ 9,287 | |
Current period provision for credit losses | 36 | |
Write-offs charged against the allowance | (9,063) | [1] |
Balance as of December 31, 2020 | $ 260 | |
[1] | In the third quarter of fiscal year 2019, the Company recorded an allowance of $8.7 million for bad debt expense related to a large former education client who |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Allowance for Credit Losses (Parenthetical) (Detail) $ in Millions | Mar. 31, 2019USD ($) |
Accounting Policies [Abstract] | |
Allowance for bad debt expense | $ 8.7 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2020USD ($)Client | Dec. 31, 2019Client | Dec. 31, 2020USD ($)Client | Dec. 31, 2019Client | Jun. 30, 2020USD ($)Client | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Revenue reserve | $ | $ 1.4 | $ 1.4 | $ 0.9 | ||
Allowance for credit losses and revenue reserve | $ | $ 1.6 | $ 1.6 | $ 10.2 | ||
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 | 1 | 1 | |
Concentration risk percentage accounted by major clients | 24.00% | 18.00% | 25.00% | 18.00% | |
Number of other clients accounted for more than 10% of net revenue | 0 | 0 | 0 | 0 | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Number of clients accounted for 10% or more than 10% of net accounts receivable | 0 | 0 | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Client Two [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage accounted by major clients | 14.00% | 17.00% | |||
Number of clients accounted for 10% or more than 10% of net accounts receivable | 1 | 1 | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Client Three [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage accounted by major clients | 12.00% | ||||
Number of clients accounted for 10% or more than 10% of net accounts receivable | 1 | ||||
Maximum [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Fair value method investment ownership percentage | 20.00% | 20.00% |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Net Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | $ 134,968 | $ 118,101 | $ 274,237 | $ 244,715 |
Financial Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 104,154 | 88,150 | 198,367 | 179,014 |
Home Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 29,190 | 11,016 | 62,563 | 24,027 |
Other Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 1,624 | 0 | 1,720 | 0 |
Divested Businesses [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | $ 0 | $ 18,935 | $ 11,587 | $ 41,674 |
Revenue - Schedule of Contract
Revenue - Schedule of Contract Liabilities from Contracts with Clients (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Jun. 30, 2020 |
Contract With Customer Asset And Liability [Abstract] | ||
Deferred revenue | $ 394 | $ 73 |
Client deposits | 1,107 | 700 |
Total | $ 1,501 | $ 773 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) $ in Millions | 6 Months Ended |
Dec. 31, 2020USD ($) | |
Revenue From Contract With Customer [Abstract] | |
Revenue recognized | $ 4.3 |
Change in amount of advance consideration received from customers | 4.8 |
Deferred revenue recognized from business acquisitions | $ 0.2 |
Net Income per Share - Calculat
Net Income per Share - Calculation of Basic and Diluted Net (Loss) Income per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Basic and Diluted: | |||||
Net income | $ 466 | $ 1,549 | $ 15,147 | $ 2,681 | |
Basic: | |||||
Weighted-average shares of common stock used in computing basic net income per share | 53,055 | 51,414 | 52,774 | 51,129 | |
Diluted: | |||||
Weighted-average shares of common stock used in computing basic net income per share | 53,055 | 51,414 | 52,774 | 51,129 | |
Weighted-average effect of dilutive securities: | |||||
Weighted-average shares of common stock used in computing diluted net income per share | 55,163 | 53,489 | 54,716 | 53,407 | |
Net income per share: | |||||
Basic | $ 0.01 | $ 0.03 | $ 0.29 | $ 0.05 | |
Diluted | $ 0.01 | $ 0.03 | $ 0.28 | $ 0.05 | |
Securities excluded from weighted-average shares used in computing diluted net income per share because the effect would have been anti-dilutive | [1] | 6 | 852 | 96 | 790 |
Stock options [Member] | |||||
Weighted-average effect of dilutive securities: | |||||
Weighted-average effect of dilutive securities | 845 | 1,190 | 862 | 1,238 | |
Restricted stock units [Member] | |||||
Weighted-average effect of dilutive securities: | |||||
Weighted-average effect of dilutive securities | 1,263 | 885 | 1,080 | 1,040 | |
[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 - Sched
Fair Value Measurements - Schedule of Fair Value of Financial Instruments Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2020 | Jun. 30, 2020 |
Assets: | ||
Total Assets | $ 1,670 | $ 1,668 |
Liabilities: | ||
Total Liabilities | 34,351 | 12,215 |
Cash and cash equivalents | 1,670 | 1,668 |
Other Liabilities: | ||
Other Liabilities | 34,351 | 12,215 |
Current [Member] | ||
Other Liabilities: | ||
Other Liabilities | 9,762 | 6,734 |
Non Current [Member] | ||
Other Liabilities: | ||
Other Liabilities | 24,589 | 5,481 |
Post-closing payments related to acquisitions [Member] | ||
Liabilities: | ||
Total Liabilities | 31,529 | 9,045 |
Contingent consideration related to acquisitions [Member] | ||
Liabilities: | ||
Total Liabilities | 2,822 | 3,170 |
Money market funds [Member] | ||
Assets: | ||
Total Assets | 1,670 | 1,668 |
Level 1 [Member] | ||
Assets: | ||
Total Assets | 1,670 | 1,668 |
Liabilities: | ||
Total Liabilities | 0 | 0 |
Level 1 [Member] | Post-closing payments related to acquisitions [Member] | ||
Liabilities: | ||
Total Liabilities | 0 | 0 |
Level 1 [Member] | Contingent consideration related to acquisitions [Member] | ||
Liabilities: | ||
Total Liabilities | 0 | 0 |
Level 1 [Member] | Money market funds [Member] | ||
Assets: | ||
Total Assets | 1,670 | 1,668 |
Level 2 [Member] | ||
Assets: | ||
Total Assets | 0 | 0 |
Liabilities: | ||
Total Liabilities | 31,529 | 9,045 |
Level 2 [Member] | Post-closing payments related to acquisitions [Member] | ||
Liabilities: | ||
Total Liabilities | 31,529 | 9,045 |
Level 2 [Member] | Contingent consideration related to acquisitions [Member] | ||
Liabilities: | ||
Total Liabilities | 0 | 0 |
Level 2 [Member] | Money market funds [Member] | ||
Assets: | ||
Total Assets | 0 | 0 |
Level 3 [Member] | ||
Assets: | ||
Total Assets | 0 | 0 |
Liabilities: | ||
Total Liabilities | 2,822 | 3,170 |
Level 3 [Member] | Post-closing payments related to acquisitions [Member] | ||
Liabilities: | ||
Total Liabilities | 0 | 0 |
Level 3 [Member] | Contingent consideration related to acquisitions [Member] | ||
Liabilities: | ||
Total Liabilities | 2,822 | 3,170 |
Level 3 [Member] | Money market funds [Member] | ||
Assets: | ||
Total Assets | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 |
Fair Value Assets And Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Abstract] | ||
Fair value, assets, level 1 to level 2 transfers, amount | $ 0 | $ 0 |
Fair value, assets, level 2 to level 1 transfers, amount | 0 | 0 |
Fair value, liabilities, level 1 to level 2 transfers, amount | 0 | 0 |
Fair value, liabilities, level 2 to level 1 transfers, amount | 0 | 0 |
Fair value liabilities level 3 to level 1 transfers, amount | 0 | 0 |
Fair value assets level 3 to level 1 transfers, amount | $ 0 | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Change in Contingent Consideration (Detail) - Level 3 [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Dec. 31, 2020 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Balance at the beginning of period | $ 2,822 | $ 3,170 |
Changes in fair value during the period | 0 | 0 |
Payments made during the period | 0 | (348) |
Balance at the end of period | $ 2,822 | $ 2,822 |
Prepaid Expenses and Other As_2
Prepaid Expenses and Other Assets - Additional Information (Detail) - Partnership Agreement [Member] - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2019 | Jun. 30, 2016 | Jun. 30, 2020 | |
Prepaid expenses and other assets [Line Items] | ||||
Partnership agreement | 10 years | |||
Upfront cash payment | $ 10 | |||
Prepaid expenses and other assets | $ 5.3 | |||
Amortization expense | $ 0.3 | $ 0.6 |
Divestitures - Additional Infor
Divestitures - Additional Information (Detail) - USD ($) $ in Thousands | Aug. 31, 2020 | Apr. 30, 2020 | Feb. 14, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Restructuring Cost And Reserve [Line Items] | ||||||||
Proceeds from divestitures of businesses | $ 20,000 | $ 3,300 | $ 21,460 | $ 0 | ||||
Purchase price of agreement | $ 12,900 | |||||||
Proceeds from sale of business | 10,000 | |||||||
QuinStreet Brasil Online Marketing e Midia Ltda ("QSB") and VEMM, LLC ("VEMM") | Euro-Demand Do Brasil Serviços de Geração de Leads Ltda (“EDB”) | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Proceeds from sale of business | $ 1,100 | |||||||
Secured Promissory Note | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Secured promissory note, receivable | $ 2,900 | |||||||
Other Income (Expense) | ||||||||
Restructuring Cost And Reserve [Line Items] | ||||||||
Gain (loss) on disposition of operation | $ 16,600 | $ 2,800 | $ 12,000 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 01, 2020 | May 14, 2019 | Apr. 15, 2019 | Oct. 01, 2018 | Dec. 31, 2020 | Dec. 31, 2020 |
Modernize, Inc. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Closing date of acquisition | Jul. 1, 2020 | |||||
Cash paid upon closing | $ 43,944 | |||||
Cash paid for net assets acquired | 3,900 | |||||
Business Combination, post-closing payments | $ 27,500 | |||||
Business combination, deferred consideration payment period | 5 years | |||||
Business combination, deferred consideration payment description | post-closing payments, payable in equal annual installments over a five year period, with the first installment payable twelve months following the date of closing | |||||
Date of acquisition | Jul. 1, 2020 | |||||
Modernize, Inc. [Member] | Pro Forma Financial Information [Member] | Nonrecurring Acquisition Cost [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business combination, acquisition related costs | $ 290 | $ 460 | ||||
AmOne Corp [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Closing date of acquisition | Oct. 1, 2018 | |||||
Cash paid upon closing | $ 23,032 | |||||
Cash paid for net assets acquired | 2,700 | |||||
Business Combination, post-closing payments | $ 8,000 | |||||
Business combination, deferred consideration payment period | 2 years | |||||
Business combination, deferred consideration payment description | post-closing payments, payable in equal semi-annual installments over a two year period, with the first installment paid six months following the date of closing. | |||||
Date of acquisition | Oct. 1, 2018 | |||||
CloudControlMedia, LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Closing date of acquisition | Apr. 15, 2019 | |||||
Cash paid upon closing | $ 8,281 | |||||
Cash paid for net assets acquired | 800 | |||||
Business Combination, post-closing payments | $ 7,500 | |||||
Business combination, deferred consideration payment period | 4 years | |||||
Business combination, deferred consideration payment description | The $7.5 million post-closing payments are payable in cash in equal semi-annual installments over a four year period, with the first installment paid six months following the date of closing. | |||||
Date of acquisition | Apr. 15, 2019 | |||||
Business combination, contingent consideration payment description | The contingent consideration is payable for five years following the date of closing and is calculated every June 30 and December 31 for the preceding six months. | |||||
Business combination contingent consideration payable period | 5 years | |||||
MyBankTracker.com, LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Closing date of acquisition | May 14, 2019 | |||||
Cash paid upon closing | $ 4,511 | |||||
Cash paid for net assets acquired | 1,500 | |||||
Business Combination, post-closing payments | $ 4,000 | |||||
Business combination, deferred consideration payment period | 2 years | |||||
Business combination, deferred consideration payment description | The $4.0 million post-closing payments are payable in cash in equal semi-annual installments over a two year period, with the first installment paid twelve months following the date of closing. | |||||
Date of acquisition | May 14, 2019 | |||||
Business combination, contingent consideration payment description | The contingent consideration is calculated semi-annually for the preceding six months beginning on December 31, 2019 and ending on June 30, 2023. In the third quarter of fiscal year 2020, the Company reached an agreement with the seller and paid the outstanding balance owed in full with respect to the contingent consideration. |
Acquisitions - Schedule of Cons
Acquisitions - Schedule of Consideration (Detail) - USD ($) $ in Thousands | Jul. 01, 2020 | May 14, 2019 | Apr. 15, 2019 | Oct. 01, 2018 | |
Modernize, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 43,944 | ||||
Post-closing payments, net of imputed interest | [1] | 24,776 | |||
Section 338 election liability to Modernize | 2,079 | ||||
Total | $ 70,799 | ||||
AmOne Corp [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 23,032 | ||||
Post-closing adjustments for net assets acquired | 138 | ||||
Post-closing payments, net of imputed interest | [1] | 7,514 | |||
Contingent consideration | 0 | ||||
Total | $ 30,684 | ||||
CloudControlMedia, LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 8,281 | ||||
Post-closing adjustments for net assets acquired | (72) | ||||
Post-closing payments, net of imputed interest | [1] | 6,671 | |||
Contingent consideration | 3,553 | ||||
Total | $ 18,433 | ||||
MyBankTracker.com, LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 4,511 | ||||
Post-closing adjustments for net assets acquired | 0 | ||||
Post-closing payments, net of imputed interest | [1] | 3,708 | |||
Contingent consideration | 1,505 | ||||
Total | $ 9,724 | ||||
[1] | The post-closing payment is net of imputed interest of $486 thousand for AmOne, $829 thousand for CCM and $292 thousand for MBT |
Acquisitions - Schedule of Co_2
Acquisitions - Schedule of Consideration (Parenthetical) (Detail) - USD ($) $ in Thousands | Jul. 01, 2020 | May 14, 2019 | Apr. 15, 2019 | Oct. 01, 2018 |
Modernize, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Post-closing payments, imputed interest | $ 2,724 | |||
AmOne Corp [Member] | ||||
Business Acquisition [Line Items] | ||||
Post-closing payments, imputed interest | $ 486 | |||
CloudControlMedia, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Post-closing payments, imputed interest | $ 829 | |||
MyBankTracker.com, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Post-closing payments, imputed interest | $ 292 |
Acquisitions - Summary of Preli
Acquisitions - Summary of Preliminary Allocation of Purchase Price to Fair Values of Identifiable Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Jul. 01, 2020 | Jun. 30, 2020 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 110,109 | $ 80,677 | ||
Modernize, Inc. [Member] | Preliminary [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | 3,638 | $ 3,638 | ||
Accounts receivable, net | 4,999 | 4,999 | ||
Operating lease right-of-use assets | 4,702 | 4,702 | ||
Other intangible assets | 33,700 | 33,700 | ||
Other assets | 1,386 | 1,386 | ||
Total identifiable assets acquired | 48,425 | 48,425 | ||
Accrued liabilities | 4,909 | 4,909 | ||
Operating lease liabilities | 4,896 | 4,896 | ||
Deferred tax liabilities | 7,886 | |||
Other liabilities | 465 | 465 | ||
Total identifiable liabilities assumed | 10,270 | 18,156 | ||
Net identifiable assets acquired | 38,155 | 30,269 | ||
Goodwill | 32,644 | 38,451 | ||
Net assets acquired | 70,799 | $ 68,720 | ||
Modernize, Inc. [Member] | Year To Date Adjustments [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | [1] | |||
Accounts receivable, net | [1] | |||
Operating lease right-of-use assets | [1] | |||
Other intangible assets | [1] | |||
Other assets | [1] | |||
Total identifiable assets acquired | [1] | |||
Accrued liabilities | [1] | |||
Operating lease liabilities | [1] | |||
Deferred tax liabilities | [1] | (7,886) | ||
Other liabilities | [1] | |||
Total identifiable liabilities assumed | [1] | (7,886) | ||
Net identifiable assets acquired | [1] | 7,886 | ||
Goodwill | [1] | (5,807) | ||
Net assets acquired | [1] | $ 2,079 | ||
[1] | The Company intends to make a 338(h)(10) election to treat the acquisition for tax purposes as a purchase and sale of assets which resulted in the release of the deferred tax liabilities of $7.9 million. The Company has agreed to pay any incremental taxes to Modernize resulting from that election, for an increase in total consideration of $2.1 million. |
Acquisitions - Summary of Pre_2
Acquisitions - Summary of Preliminary Allocation of Purchase Price to Fair Values of Identifiable Assets Acquired and Liabilities Assumed (Parenthetical) (Detail) - Modernize, Inc. [Member] $ in Millions | 3 Months Ended |
Dec. 31, 2020USD ($) | |
Business Acquisition [Line Items] | |
Net deferred tax liabilities | $ 7.9 |
Internal Revenue Service (IRS) | |
Business Acquisition [Line Items] | |
Incremental tax expenses | 2.1 |
Increase in total consideration | $ 2.1 |
Acquisitions - Summary of Fair
Acquisitions - Summary of Fair Values of Identifiable Intangible Assets Acquired and Estimated Useful Lives (Detail) - Modernize, Inc. [Member] $ in Thousands | Jul. 01, 2020USD ($) |
Business Acquisition [Line Items] | |
Estimated Fair Value | $ 33,700 |
Customer/publisher/advertiser relationships [Member] | |
Business Acquisition [Line Items] | |
Estimated Fair Value | $ 21,300 |
Estimated Useful Life | 9 years |
Content [Member] | |
Business Acquisition [Line Items] | |
Estimated Fair Value | $ 800 |
Estimated Useful Life | 1 year 6 months |
Website/trade/domain names [Member] | |
Business Acquisition [Line Items] | |
Estimated Fair Value | $ 5,300 |
Estimated Useful Life | 15 years |
Acquired technology and others [Member] | |
Business Acquisition [Line Items] | |
Estimated Fair Value | $ 6,300 |
Estimated Useful Life | 4 years |
Acquisitions - Summary of Unaud
Acquisitions - Summary of Unaudited Pro Forma Financial Information Combined Results of Operations (Detail) - Modernize, Inc. [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition Pro Forma Information Nonrecurring Adjustment [Line Items] | ||||
Net revenue | $ 134,968 | $ 132,921 | $ 274,237 | $ 275,851 |
Net income | $ 756 | $ 2,025 | $ 15,607 | $ 4,093 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Changes in Carrying Amount of Goodwill (Detail) $ in Thousands | 6 Months Ended | |
Dec. 31, 2020USD ($) | ||
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Goodwill, beginning balance | $ 80,677 | |
Goodwill acquired (1) | 32,644 | [1] |
Goodwill disposed (2) | (3,212) | [2] |
Goodwill, ending balance | $ 110,109 | |
[1] | Represents goodwill acquired associated with the acquisition of Modernize completed in the first quarter of fiscal year 2021 | |
[2] | Represents goodwill disposed associated with the divestiture of the education client vertical completed in the first quarter of fiscal year 2021. See Note 7, Divestitures |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Jun. 30, 2020 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 184,560 | $ 167,754 |
Accumulated Amortization | (128,870) | (139,580) |
Net Carrying Amount | 55,690 | 28,174 |
Customer/publisher/advertiser relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 81,660 | 61,324 |
Accumulated Amortization | (39,213) | (36,213) |
Net Carrying Amount | 42,447 | 25,111 |
Content [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 43,708 | 55,430 |
Accumulated Amortization | (43,175) | (55,430) |
Net Carrying Amount | 533 | 0 |
Website/trade/domain names [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 25,349 | 23,059 |
Accumulated Amortization | (18,277) | (20,717) |
Net Carrying Amount | 7,072 | 2,342 |
Acquired technology and others [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 33,843 | 27,941 |
Accumulated Amortization | (28,205) | (27,220) |
Net Carrying Amount | $ 5,638 | $ 721 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 2.9 | $ 1.9 | $ 6.1 | $ 3.9 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Amortization Expense (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Jun. 30, 2020 |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ||
2021 (remaining six months) | $ 5,365 | |
2022 | 10,050 | |
2023 | 9,188 | |
2024 | 8,291 | |
2025 | 6,306 | |
Thereafter | 16,490 | |
Net Carrying Amount | $ 55,690 | $ 28,174 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Provision For (Benefit From) Income Taxes | $ (958) | $ (387) | $ 3,656 | $ (235) |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Millions | Dec. 31, 2020USD ($) |
Lease Cost [Abstract] | |
Lessee, operating lease, renewal term | 5 years |
Future principal contractual obligations for operating lease commitments undiscounted lease liability excess amount | $ 0.7 |
Leases- Components of Lease Exp
Leases- Components of Lease Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Lease Cost [Abstract] | |||||
Operating lease expense | $ 1,320 | $ 999 | $ 2,628 | $ 2,003 | |
Short-term lease expense | 201 | 268 | 454 | 556 | |
Variable lease expense | [1] | 138 | 154 | 286 | 298 |
Total lease expense | $ 1,659 | $ 1,421 | $ 3,368 | $ 2,857 | |
[1] | Variable lease expense for the three and six months ended December 31, 2020 and 2019 primarily included common area maintenance charges. |
Leases - Supplemental Informati
Leases - Supplemental Information Related to Operating Leases (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows used for operating leases | $ 3,021 | $ 1,846 |
Lease liabilities arising from obtaining right-of-use assets | ||
Operating leases | $ 6,247 | $ 43 |
Weighted average remaining lease term - operating leases | 3 years 1 month 6 days | 3 years 8 months 12 days |
Weighted average discount rate - operating leases | 5.00% | 4.50% |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Jun. 30, 2020 |
Lease Cost [Abstract] | ||
2021 (remaining six months) | $ 3,005 | |
2022 | 5,933 | |
2023 | 5,507 | |
2024 | 3,454 | |
2025 | 728 | |
Thereafter | 33 | |
Total minimum lease payments | 18,660 | |
Less imputed interest | (2,370) | |
Present value of net minimum lease payments | 16,290 | |
Operating lease liabilities: | ||
Current | 5,508 | |
Noncurrent | $ 10,782 | $ 8,692 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | ||
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 the Company's corporate headquarters' operating lease | $ 500,000 | |
Letter of credit automatically renews annually without amendment on the annual expiration date | 30 days |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2020 | Jun. 30, 2020 | Oct. 31, 2017 | Jul. 31, 2017 | |
Maximum [Member] | |||||
Equity Class Of Treasury Stock [Line Items] | |||||
Stock repurchase program, number of outstanding shares authorized to repurchase | 966,000 | 905,000 | |||
July 2017 Stock Repurchase Program [Member] | |||||
Equity Class Of Treasury Stock [Line Items] | |||||
Stock repurchase program, number of shares repurchased | 0 | 0 | 0 | ||
Stock repurchase program, remaining available for repurchase | 903,636 | 903,636 |
Stock Benefit Plans - Additiona
Stock Benefit Plans - Additional Information (Detail) | Dec. 31, 2020shares |
2010 Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock reserved for issuance | 23,125,612 |
Shares available for issuance | 14,471,870 |
Directors' Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock reserved for issuance | 4,598,838 |
Shares available for issuance | 2,369,772 |
Stock Benefit Plans - Schedule
Stock Benefit Plans - Schedule of Weighted Average Assumptions (Detail) - Stock options [Member] - $ / shares | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 3 years 6 months | 3 years 10 months 24 days | 4 years 4 months 24 days | 4 years 4 months 24 days |
Expected volatility | 63.00% | 58.00% | 62.00% | 57.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 0.20% | 1.60% | 0.30% | 1.50% |
Grant date fair value | $ 7.66 | $ 6.97 | $ 5.88 | $ 5.36 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 6 Months Ended |
Dec. 31, 2020Segment | |
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 | 6 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2020 | |
Net revenue: | |||||
Total net revenue | $ 134,968 | $ 118,101 | $ 274,237 | $ 244,715 | |
Property and equipment, net: | |||||
Total property and equipment, net | 6,650 | 6,650 | $ 5,657 | ||
Other intangible assets, net: | |||||
Total other intangible assets, net | 55,690 | 55,690 | 28,174 | ||
United States [Member] | |||||
Net revenue: | |||||
Total net revenue | 132,358 | 114,230 | 268,771 | 238,417 | |
Property and equipment, net: | |||||
Total property and equipment, net | 6,459 | 6,459 | 5,477 | ||
Other intangible assets, net: | |||||
Total other intangible assets, net | 55,690 | 55,690 | 28,174 | ||
International [Member] | |||||
Net revenue: | |||||
Total net revenue | 2,610 | $ 3,871 | 5,466 | $ 6,298 | |
Property and equipment, net: | |||||
Total property and equipment, net | 191 | 191 | 180 | ||
Other intangible assets, net: | |||||
Total other intangible assets, net | $ 0 | $ 0 | $ 0 |