Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Dec. 31, 2021 | Feb. 02, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2021 | |
Document Fiscal Year Focus | 2022 | |
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 | 54,553,435 | |
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, 2021 | Jun. 30, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 115,035 | $ 110,318 |
Accounts receivable, net of allowances and reserves of $1,392 and $1,010 as of December 31, 2021 and June 30, 2021, respectively | 64,175 | 87,928 |
Prepaid expenses and other assets | 5,800 | 7,930 |
Total current assets | 185,010 | 206,176 |
Property and equipment, net | 8,469 | 6,849 |
Operating lease right-of-use assets | 9,073 | 10,983 |
Goodwill | 119,589 | 117,833 |
Other intangible assets, net | 54,324 | 59,177 |
Deferred tax assets, noncurrent | 44,997 | 43,336 |
Other assets, noncurrent | 6,129 | 5,161 |
Total assets | 427,591 | 449,515 |
Current liabilities: | ||
Accounts payable | 39,139 | 45,231 |
Accrued liabilities | 42,174 | 57,650 |
Deferred revenue | 36 | 33 |
Other liabilities | 15,307 | 12,697 |
Total current liabilities | 96,656 | 115,611 |
Operating lease liabilities, noncurrent | 6,375 | 8,545 |
Other liabilities, noncurrent | 25,915 | 30,211 |
Total liabilities | 128,946 | 154,367 |
Commitments and contingencies (See Note 11) | 0 | 0 |
Stockholders' equity: | ||
Common stock: $0.001 par value; 100,000,000 shares authorized; 54,546,131 and 53,786,363 shares issued and outstanding as of December 31, 2021 and June 30, 2021 | 55 | 54 |
Additional paid-in capital | 326,346 | 320,315 |
Accumulated other comprehensive loss | (255) | (255) |
Accumulated deficit | (27,501) | (24,966) |
Total stockholders' equity | 298,645 | 295,148 |
Total liabilities and stockholders' equity | $ 427,591 | $ 449,515 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, net of allowances and reserves | $ 1,392 | $ 1,010 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 54,546,131 | 53,786,363 |
Common stock, shares outstanding | 54,546,131 | 53,786,363 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Income Statement [Abstract] | |||||
Net revenue | $ 125,331 | $ 134,968 | $ 284,939 | $ 274,237 | |
Cost of revenue | [1] | 115,554 | 120,437 | 257,059 | 242,668 |
Gross profit | 9,777 | 14,531 | 27,880 | 31,569 | |
Operating expenses: | |||||
Product development | [1] | 4,861 | 4,980 | 9,486 | 9,871 |
Sales and marketing | [1] | 2,834 | 2,892 | 5,740 | 5,535 |
General and administrative | [1] | 9,635 | 6,890 | 16,269 | 13,471 |
Operating (loss) income | (7,553) | (231) | (3,615) | 2,692 | |
Interest income | 0 | 12 | 0 | 34 | |
Interest expense | (267) | (307) | (540) | (646) | |
Other income, net | 2 | 34 | 6 | 16,723 | |
(Loss) income before income taxes | (7,818) | (492) | (4,149) | 18,803 | |
Benefit from (provision for) income taxes | 2,190 | 958 | 1,614 | (3,656) | |
Net (loss) income | $ (5,628) | $ 466 | $ (2,535) | $ 15,147 | |
Net (loss) income per share: | |||||
Basic | $ (0.10) | $ 0.01 | $ (0.05) | $ 0.29 | |
Diluted | [2] | $ (0.10) | $ 0.01 | $ (0.05) | $ 0.28 |
Weighted-average shares used in computing net (loss) income per share: | |||||
Basic | 54,384 | 53,055 | 54,189 | 52,774 | |
Diluted | 54,384 | 55,163 | 54,189 | 54,716 | |
[1] | Cost of revenue and operating expenses include stock-based compensation expense as follows: | ||||
[2] | Diluted net loss per share for the three and six months ended December 31, 2021 does not reflect any potential common stock relating to stock options or restricted stock units due to net losses incurred. The assumed issuance of any additional shares would be anti-dilutive |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cost of revenue [Member] | ||||
Stock-based compensation | $ 2,267 | $ 2,544 | $ 4,088 | $ 4,745 |
Product development [Member] | ||||
Stock-based compensation | 688 | 643 | 1,294 | 1,192 |
Sales and marketing [Member] | ||||
Stock-based compensation | 727 | 765 | 1,459 | 1,312 |
General and administrative [Member] | ||||
Stock-based compensation | $ 1,891 | $ 1,603 | $ 3,638 | $ 3,086 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (5,628) | $ 466 | $ (2,535) | $ 15,147 |
Other comprehensive loss: | ||||
Foreign currency translation adjustment | 0 | (15) | 0 | (53) |
Total other comprehensive loss | 0 | (15) | 0 | (53) |
Comprehensive (loss) income | $ (5,628) | $ 451 | $ (2,535) | $ 15,094 |
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, 2020 | $ 255,944 | $ 52 | $ 304,650 | $ (237) | $ (48,521) |
Beginning Balance, Shares at Jun. 30, 2020 | 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 (loss) 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 | ||||
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 (loss) 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 | ||||
Beginning Balance at Jun. 30, 2021 | $ 295,148 | $ 54 | 320,315 | (255) | (24,966) |
Beginning Balance, Shares at Jun. 30, 2021 | 53,786,363 | 53,786,363 | |||
Issuance of common stock upon exercise of stock options | $ 1,040 | $ 0 | 1,040 | 0 | 0 |
Issuance of common stock upon exercise of stock options, Shares | 245,649 | ||||
Release of restricted stock, net of share settlement | 0 | $ 1 | (1) | 0 | 0 |
Release of restricted stock, net of share settlement, Shares | 514,119 | ||||
Stock-based compensation expense | 10,493 | $ 0 | 10,493 | 0 | 0 |
Withholding taxes related to release of restricted stock, net of share settlement | (5,501) | 0 | (5,501) | 0 | 0 |
Net (loss) income | (2,535) | 0 | 0 | 0 | (2,535) |
Other comprehensive income (loss) | 0 | 0 | 0 | 0 | 0 |
Ending Balance at Dec. 31, 2021 | $ 298,645 | $ 55 | 326,346 | (255) | (27,501) |
Ending Balance, Shares at Dec. 31, 2021 | 54,546,131 | 54,546,131 | |||
Beginning Balance at Sep. 30, 2021 | $ 299,695 | $ 54 | 321,769 | (255) | (21,873) |
Beginning Balance, Shares at Sep. 30, 2021 | 54,208,614 | ||||
Issuance of common stock upon exercise of stock options | 645 | $ 0 | 645 | 0 | 0 |
Issuance of common stock upon exercise of stock options, Shares | 153,445 | ||||
Release of restricted stock, net of share settlement | 0 | $ 1 | (1) | 0 | 0 |
Release of restricted stock, net of share settlement, Shares | 184,072 | ||||
Stock-based compensation expense | 5,587 | $ 0 | 5,587 | 0 | 0 |
Withholding taxes related to release of restricted stock, net of share settlement | (1,654) | 0 | (1,654) | 0 | 0 |
Net (loss) income | (5,628) | 0 | 0 | 0 | (5,628) |
Other comprehensive income (loss) | 0 | 0 | 0 | 0 | 0 |
Ending Balance at Dec. 31, 2021 | $ 298,645 | $ 55 | $ 326,346 | $ (255) | $ (27,501) |
Ending Balance, Shares at Dec. 31, 2021 | 54,546,131 | 54,546,131 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities | ||
Net (loss) income | $ (2,535) | $ 15,147 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 8,413 | 8,136 |
Provision for (benefit from) sales returns and doubtful accounts receivable | 410 | (107) |
Stock-based compensation | 10,479 | 10,335 |
Change in the fair value of contingent consideration | 2,698 | 0 |
Non-cash lease expense | (480) | (364) |
Deferred income taxes | (1,615) | 3,506 |
Gain on divestitures of businesses, net | 0 | (16,615) |
Other adjustments, net | 233 | 380 |
Changes in assets and liabilities: | ||
Accounts receivable | 23,344 | (3,159) |
Prepaid expenses and other assets | 1,158 | 6,082 |
Accounts payable | (6,911) | (997) |
Accrued liabilities | (15,510) | 712 |
Deferred revenue | 3 | 81 |
Net cash provided by operating activities | 19,687 | 23,137 |
Cash Flows from Investing Activities | ||
Capital expenditures | (720) | (1,041) |
Internal software development costs | (2,259) | (1,399) |
Business acquisitions, net of cash acquired | (1,000) | (40,304) |
Proceeds from divestitures of businesses, net of cash divested | 0 | 21,460 |
Purchases of equity investment | 0 | (2,000) |
Net cash used in investing activities | (3,979) | (23,284) |
Cash Flows from Financing Activities | ||
Proceeds from exercise of common stock options | 1,044 | 2,958 |
Payment of withholding taxes related to release of restricted stock, net of share settlement | (5,501) | (4,580) |
Post-closing payments and contingent consideration related to acquisitions | (6,520) | (3,020) |
Net cash used in financing activities | (10,977) | (4,642) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (14) | (73) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 4,717 | (4,862) |
Cash, cash equivalents and restricted cash at beginning of period | 110,333 | 107,523 |
Cash, cash equivalents and restricted cash at end of period | 115,050 | 102,661 |
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets | ||
Cash and cash equivalents | 115,035 | 102,647 |
Restricted cash included in other assets, noncurrent | $ 15 | $ 14 |
Restricted Cash, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other assets, noncurrent | Other assets, noncurrent |
Total cash, cash equivalents and restricted cash | $ 115,050 | $ 102,661 |
Supplemental Disclosure of Cash Flow Information | ||
Cash paid for income taxes | 139 | 96 |
Supplemental Disclosure of Non-cash Investing and Financing Activities | ||
Purchases of property and equipment included in accrued liabilities | 1,361 | 480 |
Post-closing payments unpaid at acquisition date (see Note 7) | $ 1,856 | $ 26,855 |
The Company
The Company | 6 Months Ended |
Dec. 31, 2021 | |
Organization [Abstract] | |
The Company | 1. The Company QuinStreet, Inc. (the “Company”) is a leader in performance marketplaces and technologies 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 divested 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, 2021 | |
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, 2021 and for the three and six months ended December 31, 2021 and 2020 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, 2021, as filed with the SEC on August 26, 2021. The condensed consolidated balance sheet at June 30, 2021 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, 2021, its condensed consolidated statements of stockholders’ equity, operations and comprehensive (loss) income for the three and six months ended December 31, 2021 and 2020 and condensed consolidated statements of cash flows for the six months ended December 31, 2021 and 2020. The results of operations for the three and six months ended December 31, 2021 are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 2022, 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, 2021. There have been no material changes to our significant accounting policies as of and for the six months ended December 31, 2021. 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 allowance for credit losses on accounts receivable was $0.1 million as of both December 31, 2021 and June 30, 2021. The revenue reserve was $1.3 million and $0.9 million as of December 31, 2021 and June 30, 2021, respectively. The total allowance for credit losses and revenue reserve was $1.4 million and $1.0 million as of December 31, 2021 and June 30, 2021, respectively. Concentrations of Credit Risk The Company had one client that accounted for 13% and 14% of net revenue for the three and six months ended December 31, 2021, and 24% and 25% of net revenue for the three and six months ended December 31, 2020. That same client accounted for 10% of net accounts receivable as of June 30, 2021. One additional client accounted for 15% of net accounts receivable as of June 30, 2021. No other clients accounted for 10% or more of net revenue for the three and six months ended December 31, 2021 or 2020 or 10% or more of net accounts receivable as of December 31, 2021 or June 30, 2021. 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 In December 2019, the FASB issued Accounting Standards Update Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes he Company adopted the new standard as of July 1, 2021. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued Accounting Standards Update Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers The new guidance is effective for the Company in the first quarter of fiscal year 2024 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. |
Revenue
Revenue | 6 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 2021 2020 Net revenue: Financial Services $ 90,158 $ 104,154 $ 208,070 $ 198,367 Home Services 33,820 29,190 73,806 62,563 Other Revenue 1,353 1,624 3,063 1,720 Divested Business (1) — — — 11,587 Total net revenue $ 125,331 $ 134,968 $ 284,939 $ 274,237 (1) Represents revenue recognized from the former education client vertical, which was divested in the first quarter of fiscal year 2021. See Note 6, 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, 2021 2021 Deferred revenue $ 36 $ 33 Client deposits 915 870 Total $ 951 $ 903 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 . |
Net (Loss) Income per Share
Net (Loss) Income per Share | 6 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income per Share | 4. Net (Loss) Income per Share Basic net (loss) income per share is computed by dividing net (loss) income by the weighted-average number of shares of common stock outstanding during the period. Diluted net (loss) income per share is computed by using the weighted-average number of shares of common stock outstanding, including potential dilutive shares of common stock assuming the dilutive effect of outstanding stock options and restricted stock units using the treasury stock method. The following table presents the calculation of basic and diluted net (loss) income per share: Three Months Ended Six Months Ended December 31, December 31, 2021 2020 2021 2020 (In (In thousands, except per share data) Numerator: Basic and Diluted: Net (loss) income $ (5,628 ) $ 466 $ (2,535 ) $ 15,147 Denominator: Basic: Weighted-average shares of common stock used in computing basic net (loss) income per share 54,384 53,055 54,189 52,774 Diluted: Weighted-average shares of common stock used in computing basic net (loss) income per share 54,384 53,055 54,189 52,774 Weighted-average effect of dilutive securities: Stock options — 845 — 862 Restricted stock units — 1,263 — 1,080 Weighted-average shares of common stock used in computing diluted net (loss) income per share 54,384 55,163 54,189 54,716 Net (loss) income per share: Basic $ (0.10 ) $ 0.01 $ (0.05 ) $ 0.29 Diluted (1) $ (0.10 ) $ 0.01 $ (0.05 ) $ 0.28 Securities excluded from weighted-average shares used in computing diluted net (loss) income per share because the effect would have been anti-dilutive (2) 851 6 3,703 96 (1) Diluted net loss per share for the three and six months ended December 31, 2021 does not reflect any potential common stock relating to stock options or restricted stock units due to net losses incurred. The assumed issuance of any additional shares would be anti-dilutive . (2) These weighted shares relate to anti-dilutive stock options and restricted stock units as calculated using the treasury stock method and could be dilutive in the future |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Dec. 31, 2021 | |
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, 2021 June 30, 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market funds $ 1,670 $ — $ — $ 1,670 $ 1,670 $ — $ — $ 1,670 Total $ 1,670 $ — $ — $ 1,670 $ 1,670 $ — $ — $ 1,670 Liabilities: Post-closing payments related to acquisitions $ — $ 30,912 $ — $ 30,912 $ — $ 34,954 $ — $ 34,954 Contingent consideration related to acquisitions — — 7,741 7,741 — — 5,432 5,432 Total $ — $ 30,912 $ 7,741 $ 38,653 $ — $ 34,954 $ 5,432 $ 40,386 Reported as: Cash and cash equivalents $ 1,670 $ 1,670 Other Liabilities: Current $ 15,307 $ 12,697 Noncurrent 23,346 27,689 Total $ 38,653 $ 40,386 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 an immaterial acquisition completed in the second quarter of fiscal year 2022, and the acquisitions of Modernize, Inc. (“Modernize”) , FC Ecosystem, LLC (“FCE”), Mayo Labs, LLC (“Mayo Labs”) and CloudControlMedia, LLC (“CCM”) completed in the past three fiscal years . As the fair value of the Company’s post-closing payments was determined based on installments stipulated in the terms of the acquisition agreements and discount rates observable in the market, the post-closing payments are classified as Level 2 within the fair value hierarchy. See Note 7, Acquisitions , for further details related to the acquisitions. Contingent Consideration Related to Acquisitions The contingent consideration consists of the estimated fair value of future payments related to the Company’s acquisitions of FCE and CCM. The FCE contingent consideration is based upon revenue and margin targets, and the CCM contingent consideration is based upon revenue targets. The fair value of the contingent consideration is determined using the real options technique which incorporates various estimates, including projected net revenue, projected gross margin, volatility and discount rates. Acquisitions The Company reassesses the estimated fair value of the contingent consideration at the end of each reporting period based on the information available at the time general and administrative expenses The following table represents the changes in the contingent consideration during the three and six months ended December 31, 2021 (in thousands): Three Months Ended Six Months Ended December 31, 2021 December 31, 2021 Balance at the beginning of period $ 5,432 $ 5,432 Changes in fair value during the period 2,698 2,698 Payments made during the period (389 ) (389 ) Balance at the end of period $ 7,741 $ 7,741 |
Divestitures
Divestitures | 6 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Divestitures | 6. Divestitures As a result of the Company’s decision to narrow its focus to the best performing businesses and market opportunities, 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 in the first quarter of fiscal year 2021 he Company recognized a gain of $ 16.6 |
Acquisitions
Acquisitions | 6 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | 7. Acquisitions 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 . In addition, the Company made a Section 338(h)(10) election to treat the acquisition for tax purposes as a purchase and sale of assets. The incremental taxes resulting from this election were paid to Modernize in the fourth quarter of fiscal year 2021. 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 payment to Modernize 1,703 Total $ 70,423 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 management 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 deductible for tax purposes. T he Company has finalized the allocation of the purchase price to the fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date, upon completion of the measurement period. The following table summarizes the final allocation of the purchase price as of the acquisition date (in thousands) : Estimated Fair Value Preliminary as of July 1, 2020 Year to Date Adjustments (1) Final as of June 30, 2021 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 (240 ) 225 Total identifiable liabilities assumed 18,156 (8,126 ) 10,030 Net identifiable assets acquired 30,269 8,126 38,395 Goodwill 38,451 (6,423 ) 32,028 Net assets acquired $ 68,720 $ 1,703 $ 70,423 (1) The Company made 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 paid the incremental taxes to Modernize resulting from that election, for an increase in total consideration of 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 FC Ecosystem, LLC On March 1, 2021, the Company acquired substantially all of the assets relating to the performance marketing services business of FC Ecosystem, LLC, to broaden its customer relationships in the financial services client vertical . In exchange for the assets of FCE, the Company paid $7.0 million in cash upon closing and will make $4.0 million in post-closing payments, payable in equal annual installments over a two-year The purchase consideration also includes contingent consideration of up to an additional $9.0 million, which is payable for two years following the date of closing based on the achievement of revenue and margin targets and is calculated every February 28 for the preceding twelve months The following table summarizes the consideration as of the acquisition date (in thousands): Estimated Fair Value Cash $ 7,000 Post-closing payments, net of imputed interest of $189 3,811 Contingent consideration 2,926 Total $ 13,737 The acquisition was accounted for as a business combination. The results of the acquired assets have been included in the Company’s results of operations since the acquisition date. The Company allocated the purchase price to identifiable intangible assets acquired based on their estimated fair values. The fair value of the intangible assets acquired was determined by the Company based on management’s best estimates, and in doing so management engaged a third-party valuation specialist to assist with the measurement. The fair value of the customer relationship was determined using the multi-period excess earnings income approach. The excess of the purchase price over the aggregate fair value of the identifiable intangible assets acquired was recorded as goodwill and is primarily attributable to synergies the Company expects to achieve related to the acquisition. The goodwill is deductible for tax purposes. The following table summarizes the preliminary allocation of the purchase price and the estimated useful lives of the identifiable assets acquired as of the date of the acquisition (in thousands): Estimated Fair Value Estimated Useful Life Customer/publisher/advertiser relationships $ 8,600 7 years Goodwill 5,137 Indefinite Total $ 13,737 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 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. Other In the third quarter of fiscal year 2021, the Company completed the acquisition of certain assets of Mayo Labs, LLC, a performance marketing services company serving the financial services client vertical. Company paid $2.0 million in cash upon closing and will make $2.0 million in post-closing payments, payable in equal annual installments over a two-year with the first installment payable twelve months following the date of closing. In the second quarter of fiscal year 2022, the Company completed an immaterial acquisition within the home services client vertical. The Company paid $1.0 million in cash upon closing and will make $2.0 million in post-closing payments, payable in equal annual installments over a two-year with the first installment payable twelve months following the date of closing. The results of these acquisitions have been included in the Company’s results of operations since their respective acquisition dates, which were not considered material to the Company. Unaudited Pro Forma Financial Information The unaudited pro forma financial information in the table below summarizes the combined results of operations for the Company and the acquired businesses as though these acquisitions had been occurred 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 $ 136,079 $ 277,271 $ 281,412 Net income 792 2,804 16,570 5,410 The pro forma financial information for the three and six months ended December 31, 2020 includes the elimination of $326 thousand and $496 thousand of nonrecurring acquisition costs incurred by the Company that are directly related to the acquisitions, and these costs have been reflected in the fiscal year 2020 financial information. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 6 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 8. Goodwill and Intangible Assets, Net Goodwill The changes in the carrying amount of goodwill for the six months ended December 31, 2021 were as follows (in thousands): Goodwill Balance as of June 30, 2021 $ 117,833 Goodwill acquired (1) 1,756 Balance as of December 31, 2021 $ 119,589 (1) Represents goodwill acquired associated with an immaterial acquisition completed in the second quarter of fiscal year 2022 . There were no impairments to goodwill during the six months ended December 31, 2021. Intangible Assets, Net Intangible assets, net, consisted December 31, 2021 June 30, 2021 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Customer/publisher/advertiser relationships $ 90,830 $ (48,069 ) $ 42,761 $ 90,830 $ (43,485 ) $ 47,345 Content 43,056 (43,056 ) — 43,056 (42,790 ) 266 Website/trade/domain names 25,102 (18,577 ) 6,525 25,102 (18,303 ) 6,799 Acquired technology and others 34,934 (29,896 ) 5,038 33,834 (29,067 ) 4,767 Total $ 193,922 $ (139,598 ) $ 54,324 $ 192,822 $ (133,645 ) $ 59,177 Amortization of intangible assets was $2.9 million and $6.0 million for the three and six months ended , 2021, and $2.9 million and $6.1 million for the three and six months ended December 31, 2020 . Future amortization expense for the Company’s intangible assets as of December 31, Fiscal Year Ending June 30, Amortization 2022 (remaining six months) $ 5,599 2023 10,865 2024 9,970 2025 7,805 2026 5,197 Thereafter 14,888 Total $ 54,324 |
Income Taxes
Income Taxes | 6 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes The Company performed an assessment on the likelihood of realizing the benefits of its deferred tax assets. As of December 31, 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 $2.2 million and $1.6 million for the three and six months ended December 31, 2021, and 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 . The change from an income tax provision to an income tax benefit was primarily due to the changes in the amount of pre-tax income or loss and the Company’s estimated annual effective tax rate. |
Leases
Leases | 6 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 10. Leases The Company has operating leases primarily for its office facilities. The leases expire at various dates through fiscal year 2026, terms The components and six months ended December 31, Three Months Ended Six Months Ended December 31, December 31, 2021 2020 2021 2020 Operating lease expense $ 1,278 $ 1,320 $ 2,579 $ 2,628 Short-term lease expense 157 201 326 454 Variable lease expense (1) 174 138 295 286 Total lease expense $ 1,609 $ 1,659 $ 3,200 $ 3,368 (1) Variable lease expense for the three and six months ended December 31, 2021 Supplemental information related to operating leases was as follows (in thousands, except lease term and discount rate): Six Months Ended December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows used for operating leases $ 3,114 $ 3,021 Lease liabilities arising from obtaining right-of-use assets Operating leases $ 564 $ 6,247 Weighted average remaining lease term - operating leases 2.3 years 3.1 years Weighted average discount rate - operating leases 5.0 % 5.0 % 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 December 31, 2021 Fiscal Year Ending June 30, Amount 2022 (remaining six months) $ 3,111 2023 5,875 2024 3,818 2025 882 2026 73 Total minimum lease payments 13,759 Less imputed interest (2,000 ) Present value of net minimum lease payments $ 11,759 Operating lease liabilities: Current $ 5,384 Noncurrent 6,375 Total $ 11,759 Total future principal contractual obligations for operating lease commitments exceeded the undiscounted lease liability by $0.5 million as of December 31, |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. 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 December 31, 2021 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, 2021 and June 30, 20 2 1 . 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. |
Stock Benefit Plans
Stock Benefit Plans | 6 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Benefit Plans | 12. 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, 2021 In the second quarter of fiscal year 2022, the Company adopted the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), with the first offering period commencing on February 25, 2022. The Company has reserved 2,164,999 shares of common stock for future issuance under the 2021 ESPP. As of December 31, 2021, the Company has not issued any shares of common stock under the 2021 ESPP. 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, 2021 Three Months Ended Six Months Ended December 31, December 31, 2021 2020 2021 2020 Expected term (in years) 3.5 3.5 4.5 4.4 Expected volatility 55 % 63 % 58 % 62 % Expected dividend yield — — — — Risk-free interest rate 0.7 % 0.2 % 0.8 % 0.3 % Grant date fair value $ 6.38 $ 7.66 $ 8.56 $ 5.88 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, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | 13. Segment Information Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker, its chief executive officer, reviews financial information presented on a consolidated basis and no expense or operating income is evaluated at a segment level. Given the consolidated level of review by the Company’s chief executive officer, the Company operates as one reportable segment. The following tables set forth net revenue and long-lived assets by geographic area (in thousands): Three Months Ended Six Months Ended December 31, December 31, 2021 2020 2021 2020 Net revenue: United States $ 119,154 $ 132,358 $ 273,642 $ 268,771 International 6,177 2,610 11,297 5,466 Total net revenue $ 125,331 $ 134,968 $ 284,939 $ 274,237 December 31, June 30, 2021 2021 Property and equipment, net: United States $ 8,233 $ 6,672 International 236 177 Total property and equipment, net $ 8,469 $ 6,849 December 31, June 30, 2021 2021 Other intangible assets, net: United States $ 54,324 $ 59,177 International — — Total other intangible assets, net $ 54,324 $ 59,177 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2021 | |
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, 2021 and for the three and six months ended December 31, 2021 and 2020 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, 2021, as filed with the SEC on August 26, 2021. The condensed consolidated balance sheet at June 30, 2021 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, 2021, its condensed consolidated statements of stockholders’ equity, operations and comprehensive (loss) income for the three and six months ended December 31, 2021 and 2020 and condensed consolidated statements of cash flows for the six months ended December 31, 2021 and 2020. The results of operations for the three and six months ended December 31, 2021 are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 2022, 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, 2021. There have been no material changes to our significant accounting policies as of and for the six months ended December 31, 2021. |
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 allowance for credit losses on accounts receivable was $0.1 million as of both December 31, 2021 and June 30, 2021. The revenue reserve was $1.3 million and $0.9 million as of December 31, 2021 and June 30, 2021, respectively. The total allowance for credit losses and revenue reserve was $1.4 million and $1.0 million as of December 31, 2021 and June 30, 2021, respectively. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company had one client that accounted for 13% and 14% of net revenue for the three and six months ended December 31, 2021, and 24% and 25% of net revenue for the three and six months ended December 31, 2020. That same client accounted for 10% of net accounts receivable as of June 30, 2021. One additional client accounted for 15% of net accounts receivable as of June 30, 2021. No other clients accounted for 10% or more of net revenue for the three and six months ended December 31, 2021 or 2020 or 10% or more of net accounts receivable as of December 31, 2021 or June 30, 2021. |
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 In December 2019, the FASB issued Accounting Standards Update Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes he Company adopted the new standard as of July 1, 2021. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements. Accounting Pronouncements Not Yet Adopted In October 2021, the FASB issued Accounting Standards Update Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers The new guidance is effective for the Company in the first quarter of fiscal year 2024 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. |
Net (Loss) Income per Share | Basic net (loss) income per share is computed by dividing net (loss) income by the weighted-average number of shares of common stock outstanding during the period. Diluted net (loss) income per share is computed by using the weighted-average number of shares of common stock outstanding, including potential dilutive shares of common stock assuming the dilutive effect of outstanding stock options and restricted stock units using the treasury stock method. |
Segment Information | Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker, its chief executive officer, reviews financial information presented on a consolidated basis and no expense or operating income is evaluated at a segment level. Given the consolidated level of review by the Company’s chief executive officer, the Company operates as one reportable segment. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 2021 2020 Net revenue: Financial Services $ 90,158 $ 104,154 $ 208,070 $ 198,367 Home Services 33,820 29,190 73,806 62,563 Other Revenue 1,353 1,624 3,063 1,720 Divested Business (1) — — — 11,587 Total net revenue $ 125,331 $ 134,968 $ 284,939 $ 274,237 (1) Represents revenue recognized from the former education client vertical, which was divested in the first quarter of fiscal year 2021. See Note 6, 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, 2021 2021 Deferred revenue $ 36 $ 33 Client deposits 915 870 Total $ 951 $ 903 |
Net Income per Share (Tables)
Net Income per Share (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Net (Loss) Income per Share | The following table presents the calculation of basic and diluted net (loss) income per share: Three Months Ended Six Months Ended December 31, December 31, 2021 2020 2021 2020 (In (In thousands, except per share data) Numerator: Basic and Diluted: Net (loss) income $ (5,628 ) $ 466 $ (2,535 ) $ 15,147 Denominator: Basic: Weighted-average shares of common stock used in computing basic net (loss) income per share 54,384 53,055 54,189 52,774 Diluted: Weighted-average shares of common stock used in computing basic net (loss) income per share 54,384 53,055 54,189 52,774 Weighted-average effect of dilutive securities: Stock options — 845 — 862 Restricted stock units — 1,263 — 1,080 Weighted-average shares of common stock used in computing diluted net (loss) income per share 54,384 55,163 54,189 54,716 Net (loss) income per share: Basic $ (0.10 ) $ 0.01 $ (0.05 ) $ 0.29 Diluted (1) $ (0.10 ) $ 0.01 $ (0.05 ) $ 0.28 Securities excluded from weighted-average shares used in computing diluted net (loss) income per share because the effect would have been anti-dilutive (2) 851 6 3,703 96 (1) Diluted net loss per share for the three and six months ended December 31, 2021 does not reflect any potential common stock relating to stock options or restricted stock units due to net losses incurred. The assumed issuance of any additional shares would be anti-dilutive . (2) These weighted shares relate to anti-dilutive stock options and restricted stock units as calculated using the treasury stock method and could be dilutive in the future |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value of Financial Instruments Measured at Fair Value on Recurring Basis | The following presents December 31, 2021 June 30, 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market funds $ 1,670 $ — $ — $ 1,670 $ 1,670 $ — $ — $ 1,670 Total $ 1,670 $ — $ — $ 1,670 $ 1,670 $ — $ — $ 1,670 Liabilities: Post-closing payments related to acquisitions $ — $ 30,912 $ — $ 30,912 $ — $ 34,954 $ — $ 34,954 Contingent consideration related to acquisitions — — 7,741 7,741 — — 5,432 5,432 Total $ — $ 30,912 $ 7,741 $ 38,653 $ — $ 34,954 $ 5,432 $ 40,386 Reported as: Cash and cash equivalents $ 1,670 $ 1,670 Other Liabilities: Current $ 15,307 $ 12,697 Noncurrent 23,346 27,689 Total $ 38,653 $ 40,386 |
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, 2021 (in thousands): Three Months Ended Six Months Ended December 31, 2021 December 31, 2021 Balance at the beginning of period $ 5,432 $ 5,432 Changes in fair value during the period 2,698 2,698 Payments made during the period (389 ) (389 ) Balance at the end of period $ 7,741 $ 7,741 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Business Acquisition [Line Items] | |
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 the acquired businesses as though these acquisitions had been occurred 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 $ 136,079 $ 277,271 $ 281,412 Net income 792 2,804 16,570 5,410 |
Modernize, Inc. [Member] | |
Business Acquisition [Line Items] | |
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 payment to Modernize 1,703 Total $ 70,423 |
Summary of Final Allocation of Purchase Price to the Fair Values of Identifiable Assets Acquired and Liabilities Assumed | The following table summarizes the final allocation of the purchase price as of the acquisition date (in thousands) : Estimated Fair Value Preliminary as of July 1, 2020 Year to Date Adjustments (1) Final as of June 30, 2021 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 (240 ) 225 Total identifiable liabilities assumed 18,156 (8,126 ) 10,030 Net identifiable assets acquired 30,269 8,126 38,395 Goodwill 38,451 (6,423 ) 32,028 Net assets acquired $ 68,720 $ 1,703 $ 70,423 (1) The Company made 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 paid the incremental taxes to Modernize resulting from that election, for an increase in total consideration of |
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 |
FC Ecosystem, LLC [Member] | |
Business Acquisition [Line Items] | |
Schedule of Consideration | The following table summarizes the consideration as of the acquisition date (in thousands): Estimated Fair Value Cash $ 7,000 Post-closing payments, net of imputed interest of $189 3,811 Contingent consideration 2,926 Total $ 13,737 |
Summary of Fair Values of Identifiable Intangible Assets Acquired and Estimated Useful Lives | The following table summarizes the preliminary allocation of the purchase price and the estimated useful lives of the identifiable assets acquired as of the date of the acquisition (in thousands): Estimated Fair Value Estimated Useful Life Customer/publisher/advertiser relationships $ 8,600 7 years Goodwill 5,137 Indefinite Total $ 13,737 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
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, 2021 were as follows (in thousands): Goodwill Balance as of June 30, 2021 $ 117,833 Goodwill acquired (1) 1,756 Balance as of December 31, 2021 $ 119,589 (1) Represents goodwill acquired associated with an immaterial acquisition completed in the second quarter of fiscal year 2022 . |
Intangible Assets | Intangible Assets, Net Intangible assets, net, consisted December 31, 2021 June 30, 2021 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Customer/publisher/advertiser relationships $ 90,830 $ (48,069 ) $ 42,761 $ 90,830 $ (43,485 ) $ 47,345 Content 43,056 (43,056 ) — 43,056 (42,790 ) 266 Website/trade/domain names 25,102 (18,577 ) 6,525 25,102 (18,303 ) 6,799 Acquired technology and others 34,934 (29,896 ) 5,038 33,834 (29,067 ) 4,767 Total $ 193,922 $ (139,598 ) $ 54,324 $ 192,822 $ (133,645 ) $ 59,177 |
Amortization Expense | Future amortization expense for the Company’s intangible assets as of December 31, Fiscal Year Ending June 30, Amortization 2022 (remaining six months) $ 5,599 2023 10,865 2024 9,970 2025 7,805 2026 5,197 Thereafter 14,888 Total $ 54,324 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Components of Lease Expense | The components and six months ended December 31, Three Months Ended Six Months Ended December 31, December 31, 2021 2020 2021 2020 Operating lease expense $ 1,278 $ 1,320 $ 2,579 $ 2,628 Short-term lease expense 157 201 326 454 Variable lease expense (1) 174 138 295 286 Total lease expense $ 1,609 $ 1,659 $ 3,200 $ 3,368 (1) Variable lease expense for the three and six months ended December 31, 2021 |
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, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows used for operating leases $ 3,114 $ 3,021 Lease liabilities arising from obtaining right-of-use assets Operating leases $ 564 $ 6,247 Weighted average remaining lease term - operating leases 2.3 years 3.1 years Weighted average discount rate - operating leases 5.0 % 5.0 % |
Maturities of Operating Lease Liabilities | Maturities of operating December 31, 2021 Fiscal Year Ending June 30, Amount 2022 (remaining six months) $ 3,111 2023 5,875 2024 3,818 2025 882 2026 73 Total minimum lease payments 13,759 Less imputed interest (2,000 ) Present value of net minimum lease payments $ 11,759 Operating lease liabilities: Current $ 5,384 Noncurrent 6,375 Total $ 11,759 |
Stock Benefit Plans (Tables)
Stock Benefit Plans (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
Stock options [Member] | |
Schedule of Weighted Average Assumptions | The weighted-average Black-Scholes model assumptions for the three and six months ended December 31, 2021 Three Months Ended Six Months Ended December 31, December 31, 2021 2020 2021 2020 Expected term (in years) 3.5 3.5 4.5 4.4 Expected volatility 55 % 63 % 58 % 62 % Expected dividend yield — — — — Risk-free interest rate 0.7 % 0.2 % 0.8 % 0.3 % Grant date fair value $ 6.38 $ 7.66 $ 8.56 $ 5.88 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 2021 2020 Net revenue: United States $ 119,154 $ 132,358 $ 273,642 $ 268,771 International 6,177 2,610 11,297 5,466 Total net revenue $ 125,331 $ 134,968 $ 284,939 $ 274,237 December 31, June 30, 2021 2021 Property and equipment, net: United States $ 8,233 $ 6,672 International 236 177 Total property and equipment, net $ 8,469 $ 6,849 December 31, June 30, 2021 2021 Other intangible assets, net: United States $ 54,324 $ 59,177 International — — Total other intangible assets, net $ 54,324 $ 59,177 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021USD ($)Client | Dec. 31, 2020Client | Dec. 31, 2021USD ($)Client | Dec. 31, 2020Client | Jun. 30, 2021USD ($)Client | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Allowance for credit losses on accounts receivable | $ | $ 100 | $ 100 | $ 100 | ||
Revenue reserve | $ | 1,300 | 1,300 | 900 | ||
Allowance for credit losses and revenue reserve | $ | $ 1,392 | $ 1,392 | $ 1,010 | ||
Change in accounting principle accounting standards update adoption date | Jul. 1, 2021 | Jul. 1, 2021 | |||
Change in accounting principle accounting standards update immaterial effect [true false] | true | true | |||
Accounting standards update description | ASU 2019-12 | ||||
Customer Concentration Risk [Member] | Net revenue [Member] | One Client [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 | 13.00% | 24.00% | 14.00% | 25.00% | |
Customer Concentration Risk [Member] | Net revenue [Member] | Other Client [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Number of other clients accounted for more than 10% of net revenue | 0 | 0 | 0 | 0 | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | One Client [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage accounted by major clients | 10.00% | ||||
Number of clients accounted for 10% or more than 10% of net accounts receivable | 1 | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Additional Client [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage accounted by major clients | 15.00% | ||||
Number of clients accounted for 10% or more than 10% of net accounts receivable | 1 | ||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Other Client [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Number of clients accounted for 10% or more than 10% of net accounts receivable | 0 | 0 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Net Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | $ 125,331 | $ 134,968 | $ 284,939 | $ 274,237 |
Financial Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 90,158 | 104,154 | 208,070 | 198,367 |
Home Services [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 33,820 | 29,190 | 73,806 | 62,563 |
Other Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 1,353 | 1,624 | 3,063 | 1,720 |
Divested Businesses [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | $ 0 | $ 0 | $ 0 | $ 11,587 |
Revenue - Schedule of Contract
Revenue - Schedule of Contract Liabilities from Contracts with Clients (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 |
Contract With Customer Asset And Liability [Abstract] | ||
Deferred revenue | $ 36 | $ 33 |
Client deposits | 915 | 870 |
Total | $ 951 | $ 903 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) $ in Millions | 6 Months Ended |
Dec. 31, 2021USD ($) | |
Revenue From Contract With Customer [Abstract] | |
Revenue recognized | $ 2 |
Change in amount of advance consideration received from customers | $ 2.1 |
Net (Loss) Income per Share - C
Net (Loss) 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, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Basic and Diluted: | |||||
Net (loss) income | $ (5,628) | $ 466 | $ (2,535) | $ 15,147 | |
Basic: | |||||
Basic | 54,384 | 53,055 | 54,189 | 52,774 | |
Weighted-average shares used in computing net (loss) income per share: | |||||
Basic | 54,384 | 53,055 | 54,189 | 52,774 | |
Weighted-average effect of dilutive securities: | |||||
Weighted-average shares of common stock used in computing diluted net (loss) income per share | 54,384 | 55,163 | 54,189 | 54,716 | |
Net (loss) income per share: | |||||
Basic | $ (0.10) | $ 0.01 | $ (0.05) | $ 0.29 | |
Diluted | [1] | $ (0.10) | $ 0.01 | $ (0.05) | $ 0.28 |
Securities excluded from weighted-average shares used in computing diluted net (loss) income per share because the effect would have been anti-dilutive (2) | [2] | 851 | 6 | 3,703 | 96 |
Stock options [Member] | |||||
Weighted-average effect of dilutive securities: | |||||
Weighted-average effect of dilutive securities | 0 | 845 | 0 | 862 | |
Restricted stock units [Member] | |||||
Weighted-average effect of dilutive securities: | |||||
Weighted-average effect of dilutive securities | 0 | 1,263 | 0 | 1,080 | |
[1] | Diluted net loss per share for the three and six months ended December 31, 2021 does not reflect any potential common stock relating to stock options or restricted stock units due to net losses incurred. The assumed issuance of any additional shares would be anti-dilutive | ||||
[2] | These weighted shares relate to anti-dilutive stock options and restricted stock units as calculated using the treasury stock method and could be dilutive in the future |
Fair Value Measurements - 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, 2021 | Jun. 30, 2021 |
Assets: | ||
Total Assets | $ 1,670 | $ 1,670 |
Liabilities: | ||
Total Liabilities | 38,653 | 40,386 |
Cash and cash equivalents | 1,670 | 1,670 |
Other Liabilities: | ||
Other Liabilities | 38,653 | 40,386 |
Current [Member] | ||
Other Liabilities: | ||
Other Liabilities | 15,307 | 12,697 |
Non Current [Member] | ||
Other Liabilities: | ||
Other Liabilities | 23,346 | 27,689 |
Post-closing payments related to acquisitions [Member] | ||
Liabilities: | ||
Total Liabilities | 30,912 | 34,954 |
Contingent consideration related to acquisitions [Member] | ||
Liabilities: | ||
Total Liabilities | 7,741 | 5,432 |
Money market funds [Member] | ||
Assets: | ||
Total Assets | 1,670 | 1,670 |
Level 1 [Member] | ||
Assets: | ||
Total Assets | 1,670 | 1,670 |
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 | 1,670 |
Level 2 [Member] | ||
Assets: | ||
Total Assets | 0 | 0 |
Liabilities: | ||
Total Liabilities | 30,912 | 34,954 |
Level 2 [Member] | Post-closing payments related to acquisitions [Member] | ||
Liabilities: | ||
Total Liabilities | 30,912 | 34,954 |
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 | 7,741 | 5,432 |
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 | 7,741 | 5,432 |
Level 3 [Member] | Money market funds [Member] | ||
Assets: | ||
Total Assets | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Fair value, assets, level 1 to level 2 transfers, amount | $ 0 | $ 0 | $ 0 | |
Fair value, assets, level 2 to level 1 transfers, amount | 0 | 0 | 0 | |
Fair value, liabilities, level 1 to level 2 transfers, amount | 0 | 0 | 0 | |
Fair value, liabilities, level 2 to level 1 transfers, amount | 0 | 0 | 0 | |
Fair value liabilities level 3 to level 1 transfers, amount | 0 | 0 | 0 | |
Fair value assets level 3 to level 1 transfers, amount | 0 | 0 | $ 0 | |
Expense due to change in estimated fair value of contingent consideration | $ 2,698,000 | $ 0 | ||
General and Administrative Expenses [Member] | ||||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||||
Expense due to change in estimated fair value of contingent consideration | $ 2,700,000 |
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, 2021 | Dec. 31, 2020 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Balance at the beginning of period | $ 5,432 | $ 5,432 |
Changes in fair value during the period | 2,698 | 2,698 |
Payments made during the period | (389) | (389) |
Balance at the end of period | $ 7,741 | $ 7,741 |
Divestitures - Additional Infor
Divestitures - Additional Information (Detail) - USD ($) $ in Millions | Aug. 31, 2020 | Sep. 30, 2020 |
Restructuring Cost And Reserve [Line Items] | ||
Purchase price of asset sell | $ 20 | |
Other Income, Net [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Gain (loss) on disposition of operation | $ 16.6 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 01, 2021 | Jul. 01, 2020 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2021 |
Nonrecurring Acquisition Cost [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination, acquisition related costs | $ 326 | $ 496 | |||
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 annual installment paid in the first quarter of fiscal year 2022 | ||||
Date of acquisition | Jul. 1, 2020 | ||||
FC Ecosystem, LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Closing date of acquisition | Mar. 1, 2021 | ||||
Cash paid upon closing | $ 7,000 | ||||
Business Combination, post-closing payments | $ 4,000 | ||||
Business combination, deferred consideration payment period | 2 years | ||||
Business combination, deferred consideration payment description | post-closing | ||||
Date of acquisition | Mar. 1, 2021 | ||||
Business combination, additional contingent consideration payable | $ 9,000 | ||||
Business combination, contingent consideration payment description | The purchase consideration also includes contingent consideration of up to an additional $9.0 million, which is payable for two years following the date of closing based on the achievement of revenue and margin targets and is calculated every February 28 for the preceding twelve months | ||||
Business combination contingent consideration payable period | 2 years | ||||
Mayo Labs, LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Closing date of acquisition | Mar. 31, 2021 | ||||
Cash paid upon closing | $ 2,000 | ||||
Business Combination, post-closing payments | $ 2,000 | ||||
Business combination, deferred consideration payment period | 2 years | ||||
Business combination, deferred consideration payment description | post-closing payments, payable in equal annual installments over a two-year period, | ||||
Date of acquisition | Mar. 31, 2021 | ||||
Home Services Client Vertical [Member] | |||||
Business Acquisition [Line Items] | |||||
Closing date of acquisition | Dec. 31, 2021 | ||||
Cash paid upon closing | $ 1,000 | ||||
Business Combination, post-closing payments | $ 2,000 | ||||
Business combination, deferred consideration payment period | 2 years | ||||
Business combination, deferred consideration payment description | post-closing payments, payable in equal annual installments over a two-year period, | ||||
Date of acquisition | Dec. 31, 2021 |
Acquisitions - Schedule of Cons
Acquisitions - Schedule of Consideration (Detail) - USD ($) $ in Thousands | Mar. 01, 2021 | Jul. 01, 2020 |
Modernize, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Cash paid upon closing | $ 43,944 | |
Post-closing payments, net of imputed interest | 24,776 | |
Section 338 election payment to Modernize | 1,703 | |
Total | $ 70,423 | |
FC Ecosystem, LLC [Member] | ||
Business Acquisition [Line Items] | ||
Cash paid upon closing | $ 7,000 | |
Post-closing payments, net of imputed interest | 3,811 | |
Contingent consideration | 2,926 | |
Total | $ 13,737 |
Acquisitions - Schedule of Co_2
Acquisitions - Schedule of Consideration (Parenthetical) (Detail) - USD ($) $ in Thousands | Mar. 01, 2021 | Jul. 01, 2020 |
Modernize, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
Post-closing payments, imputed interest | $ 2,724 | |
FC Ecosystem, LLC [Member] | ||
Business Acquisition [Line Items] | ||
Post-closing payments, imputed interest | $ 189 |
Acquisitions - Summary of Final
Acquisitions - Summary of Final Allocation of Purchase Price to the Fair Values of Identifiable Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 | Jul. 01, 2020 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 119,589 | $ 117,833 | ||
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 | 0 | 7,886 | ||
Other liabilities | 225 | 465 | ||
Total identifiable liabilities assumed | 10,030 | 18,156 | ||
Net identifiable assets acquired | 38,395 | 30,269 | ||
Goodwill | 32,028 | 38,451 | ||
Net assets acquired | 70,423 | $ 68,720 | ||
Modernize, Inc. [Member] | Year To Date Adjustments [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | [1] | 0 | ||
Accounts receivable, net | [1] | 0 | ||
Operating lease right-of-use assets | [1] | 0 | ||
Other intangible assets | [1] | 0 | ||
Other assets | [1] | 0 | ||
Total identifiable assets acquired | [1] | 0 | ||
Accrued liabilities | [1] | 0 | ||
Operating lease liabilities | [1] | 0 | ||
Deferred tax liabilities | [1] | (7,886) | ||
Other liabilities | [1] | (240) | ||
Total identifiable liabilities assumed | [1] | (8,126) | ||
Net identifiable assets acquired | [1] | 8,126 | ||
Goodwill | [1] | (6,423) | ||
Net assets acquired | [1] | $ 1,703 | ||
[1] | The Company made 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 paid the incremental taxes to Modernize resulting from that election, for an increase in total consideration of |
Acquisitions - Summary of Fin_2
Acquisitions - Summary of Final Allocation of Purchase Price to the Fair Values of Identifiable Assets Acquired and Liabilities Assumed (Parenthetical) (Detail) - Modernize, Inc. [Member] $ in Millions | 12 Months Ended |
Jun. 30, 2021USD ($) | |
Business Acquisition [Line Items] | |
Net deferred tax liabilities | $ 7.9 |
Internal Revenue Service (IRS) | |
Business Acquisition [Line Items] | |
Incremental of total consideration due to tax election | 1.7 |
Increase in total consideration | $ 1.7 |
Acquisitions - Summary of Fair
Acquisitions - Summary of Fair Values of Identifiable Intangible Assets Acquired and Estimated Useful Lives (Detail) - USD ($) $ in Thousands | Mar. 01, 2021 | Jul. 01, 2020 | Dec. 31, 2021 | Jun. 30, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 119,589 | $ 117,833 | ||
Modernize, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Estimated Fair Value | $ 33,700 | |||
FC Ecosystem, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Estimated Fair Value | $ 13,737 | |||
Goodwill | 5,137 | |||
Customer/publisher/advertiser relationships [Member] | Modernize, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Estimated Fair Value | $ 21,300 | |||
Estimated Useful Life | 9 years | |||
Customer/publisher/advertiser relationships [Member] | FC Ecosystem, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Estimated Fair Value | $ 8,600 | |||
Estimated Useful Life | 7 years | |||
Content [Member] | Modernize, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Estimated Fair Value | $ 800 | |||
Estimated Useful Life | 1 year 6 months | |||
Website/trade/domain names [Member] | Modernize, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Estimated Fair Value | $ 5,300 | |||
Estimated Useful Life | 15 years | |||
Acquired technology and others [Member] | Modernize, Inc. [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) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Combinations [Abstract] | ||||
Net revenue | $ 134,968 | $ 136,079 | $ 277,271 | $ 281,412 |
Net income | $ 792 | $ 2,804 | $ 16,570 | $ 5,410 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Changes in Carrying Amount of Goodwill (Detail) $ in Thousands | 6 Months Ended | |
Dec. 31, 2021USD ($) | ||
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Goodwill, Beginning | $ 117,833 | |
Goodwill acquired (1) | 1,756 | [1] |
Goodwill, Ending | $ 119,589 | |
[1] | Represents goodwill acquired associated with an immaterial acquisition completed in the second quarter of fiscal year 2022 . |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Goodwill impairment loss | $ 0 | |||
Amortization of intangible assets | $ 2,900,000 | $ 2,900,000 | $ 6,000,000 | $ 6,100,000 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 193,922 | $ 192,822 |
Accumulated Amortization | (139,598) | (133,645) |
Net Carrying Amount | 54,324 | 59,177 |
Customer/publisher/advertiser relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 90,830 | 90,830 |
Accumulated Amortization | (48,069) | (43,485) |
Net Carrying Amount | 42,761 | 47,345 |
Content [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 43,056 | 43,056 |
Accumulated Amortization | (43,056) | (42,790) |
Net Carrying Amount | 0 | 266 |
Website/trade/domain names [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 25,102 | 25,102 |
Accumulated Amortization | (18,577) | (18,303) |
Net Carrying Amount | 6,525 | 6,799 |
Acquired technology and others [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 34,934 | 33,834 |
Accumulated Amortization | (29,896) | (29,067) |
Net Carrying Amount | $ 5,038 | $ 4,767 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Amortization Expense (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ||
2022 (remaining six months) | $ 5,599 | |
2023 | 10,865 | |
2024 | 9,970 | |
2025 | 7,805 | |
2026 | 5,197 | |
Thereafter | 14,888 | |
Net Carrying Amount | $ 54,324 | $ 59,177 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Provision For (Benefit From) Income Taxes | $ (2,190) | $ (958) | $ (1,614) | $ 3,656 |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Millions | Dec. 31, 2021USD ($) |
Lease Cost [Abstract] | |
Lessee, operating lease, renewal term | 5 years |
Future principal contractual obligations for operating lease commitments undiscounted lease liability excess amount | $ 0.5 |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Lease Cost [Abstract] | |||||
Operating lease expense | $ 1,278 | $ 1,320 | $ 2,579 | $ 2,628 | |
Short-term lease expense | 157 | 201 | 326 | 454 | |
Variable lease expense | [1] | 174 | 138 | 295 | 286 |
Total lease expense | $ 1,609 | $ 1,659 | $ 3,200 | $ 3,368 | |
[1] | Variable lease expense for the three and six months ended December 31, 2021 |
Leases - Supplemental Informati
Leases - Supplemental Information Related to Operating Leases (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows used for operating leases | $ 3,114 | $ 3,021 |
Lease liabilities arising from obtaining right-of-use assets | ||
Operating leases | $ 564 | $ 6,247 |
Weighted average remaining lease term - operating leases | 2 years 3 months 18 days | 3 years 1 month 6 days |
Weighted average discount rate - operating leases | 5.00% | 5.00% |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 30, 2021 |
Lease Cost [Abstract] | ||
2022 (remaining six months) | $ 3,111 | |
2023 | 5,875 | |
2024 | 3,818 | |
2025 | 882 | |
2026 | 73 | |
Total minimum lease payments | 13,759 | |
Less imputed interest | (2,000) | |
Present value of net minimum lease payments | 11,759 | |
Operating lease liabilities: | ||
Current | $ 5,384 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other liabilities | |
Noncurrent | $ 6,375 | $ 8,545 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2021 | |
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 |
Stock Benefit Plans - Additiona
Stock Benefit Plans - Additional Information (Detail) | 3 Months Ended |
Dec. 31, 2021shares | |
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 | 13,406,405 |
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 | 2,166,753 |
2021 ESPP [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common stock reserved for issuance | 2,164,999 |
Number of shares issued | 0 |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 3 years 6 months | 3 years 6 months | 4 years 6 months | 4 years 4 months 24 days |
Expected volatility | 55.00% | 63.00% | 58.00% | 62.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Risk-free interest rate | 0.70% | 0.20% | 0.80% | 0.30% |
Grant date fair value | $ 6.38 | $ 7.66 | $ 8.56 | $ 5.88 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 6 Months Ended |
Dec. 31, 2021Segment | |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2021 | |
Net revenue: | |||||
Total net revenue | $ 125,331 | $ 134,968 | $ 284,939 | $ 274,237 | |
Property and equipment, net: | |||||
Total property and equipment, net | 8,469 | 8,469 | $ 6,849 | ||
Other intangible assets, net: | |||||
Total other intangible assets, net | 54,324 | 54,324 | 59,177 | ||
United States [Member] | |||||
Net revenue: | |||||
Total net revenue | 119,154 | 132,358 | 273,642 | 268,771 | |
Property and equipment, net: | |||||
Total property and equipment, net | 8,233 | 8,233 | 6,672 | ||
Other intangible assets, net: | |||||
Total other intangible assets, net | 54,324 | 54,324 | 59,177 | ||
International [Member] | |||||
Net revenue: | |||||
Total net revenue | 6,177 | $ 2,610 | 11,297 | $ 5,466 | |
Property and equipment, net: | |||||
Total property and equipment, net | 236 | 236 | 177 | ||
Other intangible assets, net: | |||||
Total other intangible assets, net | $ 0 | $ 0 | $ 0 |