UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended June 30, 2017
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 001-34628
QuinStreet, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
77-0512121
(I.R.S. Employer
Identification No.)
950 Tower Lane, 6th Floor
Foster City, California 94404
(Address of principal executive offices, including zip code)
(650) 587-7700
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Common Stock, par value $0.001 per share
Name of Each Exchange on Which Registered
The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
Non-accelerated filer
Emerging growth company
(Do not check if a smaller reporting company)
Accelerated filer
Smaller reporting company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
As of December 31, 2016, the aggregate market value of the voting stock held by non-affiliates of the registrant, based on the closing sale
price of the Company’s common stock as reported by the NASDAQ Global Select Market on such date, was $136,296,954. For purposes of
calculating the aggregate market value of shares held by non-affiliates, we have assumed that all outstanding shares are held by non-affiliates, except
for shares beneficially owned by each of our executive officers, directors and 5% or greater stockholders. In the case of 5% or greater stockholders,
we have not deemed such stockholders to be affiliates unless there are facts and circumstances indicating that such stockholders exercise any control
over our company. The determination of executive officer or affiliate status is not a conclusive determination for other purposes.
Number of shares of common stock outstanding as of August 31, 2017: 45,712,559
Documents Incorporated by Reference:
Portions of the registrant’s definitive proxy statement relating to its 2017 annual stockholders’ meeting are incorporated by reference into
Part III of this Annual Report on Form 10-K where indicated.
QUINSTREET, INC.
FOR THE FISCAL YEAR ENDED JUNE 30, 2017
TABLE OF CONTENTS
PART I.
Item 1.
Business..........................................................................................................................................................................
Item 1A.
Risk Factors ....................................................................................................................................................................
Item 1B.
Unresolved Staff Comments...........................................................................................................................................
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Properties........................................................................................................................................................................
Legal Proceedings ..........................................................................................................................................................
Mine Safety Disclosures.................................................................................................................................................
PART II.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ....
Selected Consolidated Financial Data ............................................................................................................................
Management’s Discussion and Analysis of Financial Condition and Results of Operations ........................................
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk .......................................................................................
Item 8.
Item 9.
Financial Statements and Supplementary Data ..............................................................................................................
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure........................................
Item 9A.
Controls and Procedures.................................................................................................................................................
Item 9B.
Other Information...........................................................................................................................................................
PART III.
Item 10.
Directors, Executive Officers and Corporate Governance .............................................................................................
Item 11.
Executive Compensation ................................................................................................................................................
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ......................
Item 13.
Certain Relationships and Related Transactions, and Director Independence...............................................................
Item 14.
Principal Accounting Fees and Services ........................................................................................................................
PART IV.
Item 15.
Exhibits, Financial Statement Schedules........................................................................................................................
Signatures .......................................................................................................................................................................
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
PART I
This report contains forward-looking statements. All statements other than statements of historical facts, including statements
regarding our future financial condition, business strategy and plans and objectives of management for future operations, are forward-
looking statements. Terminology such as “believe,” “may,” “might,” “objective,” “estimate,” “continue,” “anticipate,” “intend,”
“should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar expressions is intended to identify
forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections
about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and
financial needs. These forward-looking statements are subject to a number of known and unknown risks and uncertainties that could
cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and
uncertainties include, among others, those listed in Part 1, Item 1A. “Risk Factors” of this Annual Report on Form 10-K and elsewhere
in this report, such as but not limited to:
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our still developing industry and relatively new business model;
changes in the economic condition, market dynamics, regulatory enforcement or legislative environment affecting our, our
third party publishers’, and our clients’ businesses;
our dependence on the availability and affordability of quality media from third-party publishers and strategic partners;
our dependence on Internet search companies to attract Internet visitors;
our ability to accurately forecast our results of operations and appropriately plan our expenses;
our ability to compete in our industry;
our ability to manage cyber security risks and costs associated with maintaining a robust security infrastructure;
our ability to continually optimize our websites to allow Internet visitors to access our websites through mobile devices;
our ability to develop new services, enhancements and features to meet new demands from our clients; and
our ability to successfully challenge regulatory audits, investigations or allegations of noncompliance with laws.
Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason to
conform these statements to actual results or to changes in our expectations. Given these risks and uncertainties, readers are cautioned
not to place undue reliance on such forward-looking statements, and we qualify all of our forward-looking statements by these
cautionary statements.
Item 1.
Business
Our Company
We are a leader in performance marketing products and technologies. Our approach to proprietary performance marketing
technologies allows clients to engage high intent digital media or traffic from a wide range of device types (e.g., mobile, desktop,
tablet), in multiple formats or types of media (e.g., search engines, large and small media properties or websites, email), and in a wide
range of cost-per-action, or CPA, forms. These forms of contact are the primary “products” we sell to our clients, and include
qualified leads, inquiries, clicks, calls, applications and customers. We specialize in customer acquisition for clients in high value,
information-intensive markets, or “verticals,” including financial services, education, home services, and business-to-business
technology. Our clients include some of the world’s largest companies and brands in those markets. While the majority of our
operations and revenue are in North America, we also have emerging businesses in Brazil and India.
We generate revenue by delivering measurable online marketing results to our clients. The benefits to our clients include cost-
effective and measurable customer acquisition costs, as well as management of highly targeted but also highly fragmented online
media sources and access to our world-class proprietary technologies. We are predominantly paid on a negotiated or market-driven
“per lead,” “per click,” or other “per action” basis that aligns with the customer acquisition cost targets of our clients. We bear the cost
of paying Internet search companies, third-party publishers, strategic partners and other online media sources to generate qualified
leads, inquiries, clicks, calls, applications or customers for our clients.
Our competitive advantages include our media buying power, proprietary technologies, extensive data and experience in
performance marketing, and significant online media market share in the markets or verticals we serve. Our advantage in online media
buying is key to our business model and comes from our ability to effectively segment and match high-intent, unbranded media or
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traffic – one of the largest sources of traffic for customer acquisition – to as many as hundreds of clients or client offerings and, in
most cases, to match those visitors to multiple clients, which also satisfies the visitor’s desire to choose among alternatives and to shop
multiple offerings. Together, the ability to match more visitors in any given flow of traffic or media to a client offering, and to do so
multiple times, adds up to a significant media buying advantage compared to individual clients or other buyers for these types of
media.
Our proprietary technologies have been developed over the past 18 years to allow us to best segment and match media or traffic,
to deliver optimized results for our clients and to operate our high volume and highly complex channel cost-efficiently.
Our extensive data and experience in performance marketing reflect the execution, knowledge and learning from billions of
dollars of media spend on these campaigns over time. This is a steep and expensive learning curve. These learnings address millions
of permutations of media sources, mix and order of creative and content merchandising, and approaches to the matching and
segmentation of Internet visitors to optimize their experience and the results for clients. Together, these learnings allow us to run
thousands of campaigns simultaneously and cost-effectively for our clients at acceptable media costs and margins to us.
Because of our deep expertise and capabilities in running financially successful performance marketing programs, we are able to
effectively compete for sources and partners of high-intent, unbranded media, and our market share in our client verticals of this media
is significant. Our media sources include owned-and-operated organic or search engine optimization (“SEO”) websites, targeted
search engine marketing (“SEM”) or pay-per-click (“PPC”) campaigns, social media and mobile programs, internal email databases,
call center operations, partnerships with large and small online media companies, and more. Our collective media presence results in
engagement with a significant share of online visitors in those markets or verticals, which leads us to be included in client online
media buys.
We were incorporated in California on April 16, 1999 and reincorporated in Delaware on December 31, 2009. We have been a
pioneer in the development and application of measurable marketing on the Internet. Clients pay us for the actual opt-in actions by
visitors or customers that result from our marketing activities on their behalf, versus traditional impression-based advertising and
marketing models in which an advertiser pays for a broad audience’s exposure to an advertisement.
Market Opportunity
Change in marketing strategy and approach
We believe that marketing approaches are changing as budgets shift from offline, analog advertising media to digital advertising
media such as Internet marketing. These changing approaches require a shift to fundamentally new competencies, including:
From qualitative, impression-driven marketing to analytic, data-driven marketing
Growth in Internet marketing enables a more data-driven approach to advertising. The measurability of online marketing allows
marketers to collect a significant amount of detailed data on the performance of their marketing campaigns, including the effectiveness
of ad format and placement and user responses. This data can then be analyzed and used to improve marketing campaign performance
and cost-effectiveness on substantially shorter cycle times than with traditional offline media.
From account management-based client relationships to results-based client relationships
Marketers are becoming increasingly focused on strategies that deliver specific, measurable results. For example, marketers are
attempting to better understand how their marketing spending produces measurable objectives such as meeting their target marketing
cost per new customer. As marketers adopt more results-based approaches, the basis of client relationships with their marketing
services providers is shifting from being more account management-based to being more results-oriented.
From marketing messages pushed on audiences to marketing messages pulled by self-directed audiences
Traditional marketing messages such as television and radio advertisements are broadcast to a broad audience. The Internet
enables more self-directed and targeted marketing. For example, when Internet visitors click on PPC search advertisements, they are
expressing an interest in and proactively engaging with information about a product or service related to that advertisement. The
growth of self-directed marketing, primarily through online channels, allows marketers to present more targeted and potentially more
relevant marketing messages to potential customers who have taken the first step in the buying process, which can in turn increase the
effectiveness of marketers’ spending.
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From marketing spending focused on large media buys to marketing spending optimized for fragmented media
We believe that media is becoming increasingly fragmented and that marketing strategies are changing to adapt to this trend.
There are millions of Internet websites, tens of thousands of which have significant numbers of visitors. While this fragmentation can
create challenges for marketers, it also allows for improved audience segmentation and the delivery of highly targeted marketing
messages, but innovative technologies and approaches are necessary to effectively manage marketing given the increasing complexity
resulting from more media fragmentation.
Increasing complexity of online marketing
Online marketing is a dynamic and increasingly complex advertising medium. There are numerous online channels for
marketers to reach potential customers, including search engines, Internet portals, vertical content websites, affiliate networks, display
and contextual ad networks, email, video advertising, and social media. We refer to these and other marketing channels as media.
Each of these channels may involve multiple ad formats and different pricing models, amplifying the complexity of online marketing.
We believe that this complexity increases the demand for our vertical marketing and media services due to our capabilities and to our
experience managing and optimizing online marketing programs across multiple channels. Also, marketers and agencies often lack our
ability to aggregate offerings from multiple clients in the same industry vertical, an approach that allows us to cover a wide selection
of visitor segments and provide more potential matches to visitor needs. This approach can allow us to convert more Internet visitors
into qualified leads, inquiries, clicks, calls, applications, or customers from targeted media sources, giving us an advantage when
buying or monetizing that media.
Our Business Model
We deliver measurable and cost-effective marketing results to our clients, typically in the form of a qualified lead, inquiry, click,
call, application, or customer. Leads, inquiries, clicks, calls, and applications can then convert into a customer or sale for clients at a
rate that results in an acceptable marketing cost to them. We are paid typically by clients when we deliver qualified leads, inquiries,
clicks, calls, applications, or customers as defined by our agreements with them. References to the delivery of customers means a sale
or completed customer transaction (e.g., bound insurance policies or customer appointments with clients). Because we bear the costs
of media, our programs must result in attractive marketing costs to our clients at media costs and margins that provide sound financial
outcomes for us. To deliver leads, inquiries, clicks, calls, applications, and customers to our clients, generally we:
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own or access targeted media through business arrangements (e.g., revenue sharing arrangements) or by purchasing media
(e.g., clicks from major search engines);
run advertisements or other forms of marketing messages and programs in that media to create visitor responses typically in
the form of leads or inquiries (e.g., contact information), clicks (to further qualification or matching steps, or to online client
applications or offerings), calls (to our owned and operated call centers or that of our clients or their agents), applications
(e.g., for enrollment or a financial product), or customers (e.g., bound insurance policies);
match these leads, inquiries, clicks, calls, applications, or customers to client offerings or brands that we believe can meet
visitor interests or needs and client targets and requirements; and
optimize client matches and media costs such that we achieve desired results for clients and a sound financial outcome for us.
Media cost, or the cost to attract targeted Internet visitors, is the largest cost input to producing the measurable marketing results
we deliver to clients. Balancing our clients’ customer acquisition cost and conversion objectives — or the rate at which the leads,
inquiries, clicks, calls, or applications that we deliver to them convert into customers — with our media costs and yield objectives,
represents the primary challenge in our business model. We have been able to effectively balance these competing demands by
focusing on our media sources and creative capabilities, developing proprietary technologies and optimization capabilities, and
working to constantly improve segmentation and matching of visitors to clients through the application of our extensive data and
experience in performance marketing. We also seek to mitigate media cost risk by working with third-party publishers and media
owners predominantly on a revenue-share basis, which makes these costs variable and provides for risk management. Media
purchased on a revenue-share basis has represented the majority of our media costs and of the Internet visitors we convert into
qualified leads, inquiries, clicks, calls, applications, or customers for clients, contributing significantly to our ability to maintain
profitability.
Media and Internet visitor mix
We are a client-driven organization. We seek to be one of the largest providers of measurable marketing results on the Internet
in the client industry verticals we serve by meeting the needs of clients for results, reliability and volume. Meeting those client needs
requires that we maintain a diversified and flexible mix of Internet visitor sources due to the dynamic nature of online media. Our
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media mix changes with changes in Internet visitor usage patterns. We adapt to those changes on an ongoing basis, and also
proactively adjust our mix of vertical media sources to respond to client- or vertical-specific circumstances and to achieve our
financial objectives. Generally, our Internet visitor sources include:
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websites owned and operated by us, with content and offerings that are relevant to our clients’ target customers;
visitors acquired from PPC advertisements purchased on major search engines and sent to our websites;
third-party publishers (including strategic partners) with whom we have a relationship and whose content or traffic is
relevant to our clients’ target customers;
email lists owned by us or by third-parties; and
advertisements run through online advertising networks, directly with major websites or portals, social media networks, or
mobile networks.
Our Strategy
Our goal is to continue to be one of the largest and most successful performance marketing companies on the Internet, and
eventually in other digitized media forms. We believe that we are in the early stages of a very large and long-term market opportunity.
Our strategy for pursuing this opportunity includes the following key components:
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focus on generating sustainable revenues by providing measurable value to our clients;
build QuinStreet and our industry sustainably by behaving ethically in all we do and by providing quality content and
website experiences to Internet visitors;
remain vertically focused, choosing to grow through depth, expertise and coverage in our current client verticals; enter
new client verticals selectively over time, organically and through acquisitions;
build a world class organization, with best-in-class capabilities for delivering measurable marketing results to clients and
high yields or returns on media costs;
develop and evolve the best products, technologies and platform for managing successful performance marketing
campaigns on the Internet; focus on technologies that enhance media yield, improve client results and achieve scale
efficiencies;
build and apply unique data advantages from running some of the largest campaigns over long periods of time in our
client verticals, including the steep learning curves of what campaigns work best to optimize each media type and each
client’s results;
build and partner with vertical content websites that attract high intent visitors in the client and media verticals we serve;
and
be a client-driven organization and develop a broad set of media sources and capabilities to reliably meet client needs.
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Clients
In fiscal years 2017 and 2016, we had one client, The Progressive Corporation, that accounted for 17% and 12% of net revenue.
No other client accounted for 10% or more of net revenue in fiscal years 2017 and 2016 and no client accounted for 10% or more of
net revenue in fiscal year 2015. Our top 20 clients accounted for 52%, 48% and 45% of net revenue in fiscal years 2017, 2016 and
2015. Since our service was first offered in 2001, we have developed a broad client base with many multi-year relationships. We enter
into Internet marketing contracts with our clients, most of which are cancelable with little or no prior notice. In addition, these
contracts do not contain penalty provisions for cancellation before the end of the contract term.
Sales and Marketing
We have an internal sales team that consists of employees focused on signing new clients and account managers who maintain
and seek to increase our business with existing clients. Our sales people and account managers are each focused on a particular client
vertical so that they develop an expertise in the marketing needs of our clients in that particular vertical.
Technology and Infrastructure
We have developed a suite of technologies to manage, improve and measure the results of the marketing programs we offer our
clients. We use a combination of proprietary and third-party software as well as hardware from established technology vendors. We
use specialized software for client management, building and managing websites, acquiring and managing media, managing our third-
party publishers, and using data and optimization tools to best match Internet visitors to our marketing clients. We have invested
significantly in these technologies and plan to continue to do so to meet the demands of our clients and Internet visitors, to increase the
scalability of our operations, and enhance management information systems and analytics in our operations. Our development teams
work closely with our marketing and operating teams to develop applications and systems that can be used across our business. In
fiscal years 2017, 2016 and 2015, we spent $13.5 million, $16.4 million and $17.9 million on product development.
Our primary data center is at a third-party co-location center in San Francisco, California. All of the critical components of the
system are redundant, and we have a backup data center in Las Vegas, Nevada. We have implemented these backup systems and
redundancies to minimize the risk associated with earthquakes, fire, power loss, telecommunications failure, and other events beyond
our control.
Intellectual Property
We rely on a combination of patent, trade secret, trademark and copyright laws in the United States and other jurisdictions
together with confidentiality agreements and technical measures to protect the confidentiality of our proprietary rights. To protect our
trade secrets, we control access to our proprietary systems and technology and enter into confidentiality and invention assignment
agreements with our employees and consultants and confidentiality agreements with other third-parties. QuinStreet is a registered
trademark in the United States and other jurisdictions. We also have registered and unregistered trademarks for the names of many of
our websites, and we own the domain registrations for many of our website domains.
Our Competitors
Our primary competition falls into two categories: advertising and direct marketing services agencies, and online marketing and
media companies. We compete for business on the basis of a number of factors including return on marketing expenditures, price,
access to targeted media, ability to deliver large volumes or precise types of customer prospects, and reliability.
Advertising and direct marketing services agencies
Online and offline advertising and direct marketing services agencies control the majority of the large client marketing spending
for which we primarily compete. So, while they are sometimes our competitors, agencies are also often our clients. We compete with
agencies to attract marketing budget or spending from offline forms to the Internet or, once designated to be spent online, to be spent
with us versus the agency or by the agency with others. When spending online, agencies spend with us and with portals, other
websites and ad networks.
Online marketing and media companies
We compete with other Internet marketing and media companies, in many forms, for online marketing budgets. Most of these
competitors compete with us in one client vertical. Examples include LendingTree in the financial services client vertical and
Education Dynamics in the education client vertical. Some of our competition also comes from agencies or clients spending directly
with larger websites or portals, including Google, Yahoo! and Microsoft.
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Government Regulation
We provide services through a number of different online and offline channels. As a result, we are subject to many federal and
state laws and regulations, including restrictions on the use of unsolicited commercial email, such as the CAN-SPAM Act and state
email marketing laws, and restrictions on the use of marketing activities conducted by telephone, including the Telemarketing Sales
Rule and the Telephone Consumer Protection Act. Our business is also subject to federal and state laws and regulations regarding
unsolicited commercial email, telemarketing, user privacy, search engines, Internet tracking technologies, direct marketing, data
security, data privacy, pricing, sweepstakes, promotions, intellectual property ownership and infringement, trade secrets, export of
encryption technology, acceptable content and quality of goods, and taxation, among others.
In addition, we provide services to a number of our clients that operate in highly regulated industries, particularly in our
financial services and education verticals. In our financial services vertical, our websites and marketing services are subject to various
federal, state and local laws, including state licensing laws, federal and state laws prohibiting unfair acts and practices, and federal and
state advertising laws. In addition, we are a licensed insurance agent in all fifty states. In our education client vertical, nearly all of the
revenue is generated from post-secondary education institutions. Post-secondary education institutions are subject to extensive federal
and state regulations and accrediting agency standards, including the Higher Education Act of 1965 as amended (the “HEA”),
Department of Education regulations under the HEA, individual state higher education regulations, as well as regulations of the
Federal Trade Commission and Consumer Finance Protection Bureau and other federal agencies. Such state and federal regulations
govern many aspects of these clients’ operations, including marketing and recruiting activities, as well as the school’s eligibility to
participate in Title IV federal student financial aid programs, which is the principal source of funding for many of our education
clients. Although we are not a higher education institution, we may be required to comply with such education laws and regulations as
a result of our role as a vendor to higher education institutions, either directly or indirectly through our contractual arrangements with
clients. Since 2010, there have been significant additions and changes to these regulations and increasing enforcement of them by
regulators. In addition, Congress is considering changes to the HEA. These changes may place additional regulatory burdens on post-
secondary schools generally, and specific initiatives may be targeted at companies like us that serve higher education institutions. In
recent years, a particularly high level of regulatory and legislative scrutiny has been focused on for-profit higher education institutions,
several of which are clients. The costs of compliance with these regulations and new laws may increase in the future and any failure
on our part to comply with such laws may subject us to significant liabilities.
Employees
As of June 30, 2017, we had 469 employees, which consisted of 142 employees in product development, 48 in sales and
marketing, 36 in general and administration and 243 in operations. None of our employees are represented by a labor union, except for
our employees in Brazil who are represented by a union as required by Brazilian law.
Available Information
We file reports with the Securities and Exchange Commission (“SEC”), including annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and other filings required by the SEC. We make these reports and filings available
free of charge on our website via the investor relations page on www.quinstreet.com as soon as reasonably practicable after such
material is electronically filed with or furnished to the SEC. We also webcast our earnings calls and certain events we host with
members of the investment community on our investor relations page at http://investor.quinstreet.com. The content of our website is
not intended to be incorporated by reference into this report or in any other report or document we file, and any reference to this
website and others included in this report is intended to be an inactive textual reference only.
The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE,
Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-
800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and
other information regarding issuers that file electronically with the SEC.
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Item 1A.
Risk Factors
Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below and the
other information in this periodic report. The risks and uncertainties described below are not the only ones we face. Additional risks
and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that
adversely affect our business. If any of the following risks actually occur, our business, financial condition or results of operations
could be adversely affected. In those cases, the trading price of our common stock could decline and you may lose all or part of your
investment.
Risks Related to Our Business and Industry
We operate in an industry that is still developing and have a relatively new business model that is continually evolving, which
makes it difficult to evaluate our business and prospects.
We derive all of our revenue from the sale of online marketing and media services, which is still a developing industry that has
undergone rapid and dramatic changes in its relatively short history and which is characterized by rapidly-changing Internet media and
advertising technology, evolving industry standards, regulatory uncertainty, and changing visitor and client demands. As a result, we
face risks and uncertainties such as but not limited to:
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our still developing industry and relatively new business model;
changes in the economic condition, market dynamics, regulatory enforcement or legislative environment affecting our, our
third-party publishers’, and our clients’ businesses;
our dependence on the availability and affordability of quality media from third-party publishers and strategic partners;
our dependence on Internet search companies to attract Internet visitors;
our ability to accurately forecast our results of operations and appropriately plan our expenses;
our ability to compete in our industry;
our ability to manage cyber security risks and costs associated with maintaining a robust security infrastructure;
our ability to continually optimize our websites to allow Internet visitors to access our websites through mobile devices;
our ability to develop new services, enhancements and features to meet new demands from our clients; and
our ability to successfully challenge regulatory audits, investigations or allegations of noncompliance with laws.
If we are unable to address these risks, our business, results of operations and prospects could suffer.
Negative changes in the market conditions and the regulatory environment have had in the past, and may in the future have, a
material and adverse impact on our revenue, business and growth.
Adverse macroeconomic conditions could cause decreases or delays in spending by our clients and could harm our ability to
generate revenue and our results of operations. Moreover, to date, we have generated a large majority of our revenue from clients in
our financial services and education client verticals. We expect that a majority of our revenue, at least in the near term, will continue
to be generated from clients in our financial services and education client verticals. Changes in the market conditions and the
regulatory environment in these two highly-regulated client verticals in particular have in the past negatively impacted, and may
continue to negatively impact, our clients’ businesses, marketing practices and budgets and, therefore, our financial results.
Our, our third-party publishers’, and our clients’ businesses operate in highly regulated industries, subject to many laws and
regulatory requirements, including federal, state, and local laws and regulations regarding unsolicited commercial email,
telemarketing, user privacy, search engines, Internet tracking technologies, direct marketing, data security, data privacy, pricing,
sweepstakes, promotions, intellectual property ownership and infringement, trade secrets, export of encryption technology, acceptable
content and quality of goods, and taxation, among others. Each of our financial services, education and other client verticals is also
subject to various laws and regulations, and our marketing activities on behalf of our clients are regulated. Many of these laws and
regulations are frequently changing and can be subject to vagaries of interpretation and emphasis, and the extent and evolution of
future government regulation is uncertain, therefore, keeping our business in compliance with or bringing our business into
compliance with new laws may be costly, affect our revenue and harm our financial results. Violations or alleged violations of laws by
us, our third-party publishers or clients could result in damages, fines, criminal prosecution, unfavorable publicity, and restrictions on
our ability to operate, any of which could have a material adverse effect on our business, financial condition, and results of operations.
In addition, new laws or regulations or changes in enforcement of existing laws or regulations applicable to our clients could affect the
activities or strategies of our clients and, therefore, lead to reductions in their level of business with us.
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For example, the Federal Communications Commission amended the Telephone Consumer Protection Act (the “TCPA”) that
affects telemarketing calls. Certain provisions of the regulations became effective in July 2012, and additional regulations requiring
prior express written consent for certain types of telemarketing calls became effective in October 2013. Our efforts to comply with the
TCPA has not had a material impact on traffic conversion rates. However, depending on future traffic and product mix, it could
potentially have a material effect on our revenue and profitability, including increasing our and our clients’ exposure to enforcement
actions and litigation. Additionally, we generate leads from which users provide a phone number, and a significant amount of revenue
comes from calls made by our internal call centers as well as, in some cases, by third-party publishers’ call centers. We also purchase
a portion of our lead data from third-party publishers and cannot guarantee that these third-parties will comply with the regulations.
Any failure by us or the third-party publishers on which we rely for telemarketing, email marketing, and other lead generation
activities to adhere to or successfully implement appropriate processes and procedures in response to existing regulations and
changing regulatory requirements could result in legal and monetary liability, significant fines and penalties, or damage to our
reputation in the marketplace, any of which could have a material adverse effect on our business, financial condition, and results of
operations. Furthermore, our clients may make business decisions based on their own experiences with the TCPA regardless of our
products and the changes we implemented to comply with the new regulations. These decisions may negatively affect our revenue or
profitability.
In connection with our owned and our third-party publishers’ email campaigns to generate traffic for our clients, we are subject
to various state and Federal laws regulating commercial email communications, including the federal CAN-SPAM Act. For example,
in 2012, several of our clients were named defendants in a California Anti-Spam lawsuit relating to commercial emails which
allegedly originated from us and our third-party publishers. While the matter was ultimately resolved in our clients’ favor, we were
nonetheless obligated to indemnify certain of our clients for the fees incurred in the defense of such matter. Further, foreign laws and
regulations, such as the Canadian Anti-Spam Law, may also apply to our business activities to the extent we are doing business with
or marketing to consumers in foreign jurisdictions. If we or any of our third-party publishers fail to comply with any provisions of
these laws or regulations, we could be subject to regulatory investigation, enforcement actions, and litigation, as well as
indemnification obligations with respect to our clients. Any negative outcomes from such regulatory actions or litigation, including
monetary penalties or damages, could have a material adverse effect on our financial condition, results of operation, and reputation.
From time to time, we are subject to audits, inquiries, investigations, claims of non-compliance and lawsuits by federal and state
governmental agencies, regulatory agencies, attorneys general, and other governmental or regulatory bodies, any of whom may allege
violations of legal requirements. For example, in June 2012, we entered into an Assurance of Voluntary Compliance agreement
following a civil investigation into certain of our marketing practices related to our education client vertical that was conducted by the
attorneys general of a number of states. If the results of any future investigations, audits, inquiries, claims or litigation are unfavorable
to us, we may be required to pay monetary fines or penalties or have restrictions placed on our business, which could materially
adversely affect our business, financial condition, results of operations, and cash flows.
Federal and state regulations and increased oversight of clients in our education vertical have negatively affected, and may
continue to negatively affect, our clients’ businesses, marketing practices, and budgets, any or all of which could reduce our
clients’ level of business with us and thereby have a material adverse effect on our financial results.
To date, we have generated a large portion of our revenue from our education client vertical, and nearly all of that revenue was
generated from post-secondary education institutions. Post-secondary education institutions are subject to extensive federal and state
regulations and accrediting standards (including the Higher Education Act, Department of Education regulations and individual state
higher education regulations) and oversight by various regulatory enforcement authorities (including the Department of Education, the
Federal Trade Commission, the Consumer Finance Protection Bureau and state attorneys general). Such regulations govern many
aspects of these clients’ operations, including marketing and recruiting activities, as well as private student lending and the school’s
eligibility to participate in Title IV federal student financial aid programs, which is the principal source of funding for many of our
education clients. In addition, there have been significant changes to these regulations in recent years and a high level of regulatory
scrutiny and enforcement activity (e.g., investigations of our clients and other post-secondary education institutions). Heightened
regulatory activity and legislative and regulatory scrutiny are expected to continue in the post-secondary education sector. Such
activity and scrutiny may have an adverse effect on our operating results as our management may be required to devote substantial
time and resources to such matters, and such matters may result in lower client marketing spend.
For example, in January 2014, the Department of Education initiated an investigation of a U.S. publicly traded for-profit
education client with respect to its enrollment activities and job placement, among other things, and in July 2014, the Department of
Education signed an agreement with the client requiring it to wind down or sell its campuses. In September 2016, the Department of
Education took action which resulted in the closure of a large for-profit education provider.
Similarly, in July 2015, the Federal Trade Commission initiated an investigation of another publicly traded U.S. for-profit
education client with respect to its recruiting and enrollment practices, and in January 2016, the Federal Trade Commission filed a
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lawsuit against a different publicly-traded U.S. for-profit education client with respect to its advertising practices. Moreover, the
Department of Education, the Consumer Finance Protection Bureau, the Federal Trade Commission and several state attorneys general
currently have open investigations with several other post-secondary educational institutions including some of our clients. Regulatory
decisions may also adversely impact our education clients indirectly. For example, in October 2016, the Department of Education
published its final defense to repayment rule, which streamlines and liberalizes a procedure whereby students may have their federal
loans forgiven. This may result in students increasingly seeking to have their loans forgiven, which may in turn involve claims by the
government against education providers. In connection with these or other investigations of our clients’ marketing practices,
regulatory authorities may also make requests to us for information, which requests may consume substantial time and resources and
result in a negative effect on our operating results. These and other similar regulatory and enforcement activities have affected, and are
expected to continue to affect, our clients’ businesses and marketing practices, which have resulted in, and may continue to result in, a
decrease in these clients’ spending with us and fluctuations in the volume and mix of our business with these clients. This may be the
case notwithstanding the fact that we are not a target of these regulatory investigations or inquiries and the fact that our marketing
practices consist largely of utilizing client-provided or client-approved online marketing materials subject to client advertising
guidelines.
In addition, changes in, or new interpretations of, applicable laws, regulations, standards or policies applicable to these clients
could have a material adverse effect on their accreditation, authorization to operate in various states, or receipt of funds under Title IV
programs, any of which, in turn, may harm our ability to generate revenue from these clients and negatively impact our financial
results.
Finally, although we are not a higher education institution, we are sometimes required to comply with such education laws and
regulations as a result of our role as a vendor to higher education institutions, either directly or indirectly through our contractual
arrangements with clients. Failure to comply with education laws and regulations could result in breach of contract and
indemnification claims against us, subject us to regulatory sanctions and could cause damage to our reputation and impair our
business.
A reduction in online marketing spend by our clients, a loss of clients or lower advertising yields may seriously harm our
business, financial condition, and results of operations. In addition, a substantial portion of our revenue is generated from a
limited number of clients and, if we lose a major client, our revenue will decrease and our business and prospects may be harmed.
We rely on clients’ marketing spend on our owned and operated websites and on our network of third-party publisher and
strategic partner websites. We have historically derived, and we expect to continue to derive, the majority of our revenue through the
delivery of qualified leads, inquiries, clicks, calls, applications, and customers. One component of our platform that we use to generate
client interest is our system of monetization tools, which is designed to match content with client offerings in a manner that optimizes
revenue yield and end-user experience. Clients will stop spending marketing funds on our owned and operated websites or our third-
party publisher and strategic partner websites if their investments do not generate leads and ultimately users or if we do not deliver
advertisements in an appropriate and effective manner. The failure of our yield-optimized monetization technology to effectively
match advertisements or client offerings with our content in a manner that results in increased revenue for our clients could have an
adverse impact on our ability to maintain or increase our revenue from client marketing spend.
Even if our content is effectively matched with advertisements or client offerings, our current clients may not continue to place
marketing spend or advertisements on our websites. If any of our clients decided not to continue marketing spend or advertising on our
owned and operated websites or on our third-party publisher or strategic partner websites, we could experience a rapid decline in our
revenue over a relatively short period of time. Any factors that limit the amount our clients are willing to and do spend on marketing
or advertising with us, or to purchase leads from us, could have a material adverse effect on our business.
Furthermore, a substantial portion of our revenue is generated from a limited number of clients, including one client that
accounted for 17% of our net revenue for fiscal year 2017. Our clients can generally terminate their contracts with us at any time, and
they do not have minimum spend requirements. Clients may also fail to renew their contracts or reduce their level of business with us,
leading to lower revenue.
In addition, reductions in business by one or more significant clients has in the past triggered, and may in the future trigger,
price reductions for other clients whose prices for certain products are determined in whole or in part by client bidding or competition
which may reduce our ability to monetize media, further decreasing revenue. Any future such price or volume reductions, or drop in
media monetization, could result in lower revenue or margin. We expect that a limited number of clients will continue to account for a
significant percentage of our revenue, and the loss of any one of these clients, or a material reduction in their marketing spending with
us, could decrease our revenue and harm our business.
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We depend on third-party publishers, including strategic partners, for a significant portion of our visitors. Any decline in the
supply of media available through these third-party publishers’ websites or increase in the price of this media could cause our
revenue to decline or our cost to reach visitors to increase.
A significant portion of our revenue is attributable to visitor traffic originating from third-party publishers (including strategic
partners). In many instances, third-party publishers can change the media inventory they make available to us at any time in ways that
could impact our results of operations. In addition, third-party publishers may place significant restrictions on our offerings. These
restrictions may prohibit advertisements from specific clients or specific industries, or restrict the use of certain creative content or
formats. If a third-party publisher decides not to make media inventory available to us, decides to demand a higher revenue-share or
places significant restrictions on the use of such inventory, we may not be able to find media inventory from other websites that
satisfies our requirements in a timely and cost-effective manner. Consolidation of Internet advertising networks and third-party
publishers could eventually lead to a concentration of desirable inventory on websites or networks owned by a small number of
individuals or entities, which could limit the supply or impact the pricing of inventory available to us. In the past, we have experienced
declines in our financial services client vertical primarily due to volume declines caused by losses of available media from third-party
publishers acquired by competitors, changes in search engine algorithms which reduced or eliminated traffic from some third-party
publishers and increased competition for quality media. We cannot assure you that we will be able to acquire media inventory that
meets our clients’ performance, price, and quality requirements, in which case our revenue could decline or our operating costs could
increase.
We depend upon Internet search companies to direct a significant portion of visitors to our owned and operated and our third-
party publishers’ websites. Changes in search engine algorithms have in the past harmed, and may in the future harm, the
websites’ placements in both paid and organic search result listings, which may reduce the number of visitors to our owned and
operated and our third-party publishers’ websites and as a result, cause our revenue to decline.
Our success depends on our ability to attract online visitors to our owned and operated and our third-party publishers’ websites
and convert them into customers for our clients in a cost-effective manner. We depend on Internet search companies to direct a
substantial share of visitors to our owned and operated and our third-party publishers’ websites. Search companies offer two types of
search results: organic and paid listings. Organic listings are displayed based solely on formulas designed by the search companies.
Paid listings are displayed based on a combination of the advertiser’s bid price for particular keywords and the search engines’
assessment of the website’s relevance and quality.
Our ability to maintain or grow the number of visitors to our owned and operated and our third-party publishers’ websites from
search companies is not entirely within our control. Search companies frequently revise their algorithms and changes in their
algorithms have in the past caused, and could in the future cause, our owned and operated and our third-party publishers’ websites to
receive less favorable placements. We have experienced fluctuations in organic rankings for a number of our owned and operated and
our third-party publishers’ websites and some of our paid listing campaigns have also been harmed by search engine algorithmic
changes. Search companies could determine that our or our third-party publishers’ websites’ content is either not relevant or is of poor
quality.
In addition, we may fail to optimally manage our paid listings, or our proprietary bid management technologies may fail. To
attract and retain visitors, we use search engine optimization (“SEO”) which involves developing content to optimize ranking in
search engine results. Our ability to successfully manage SEO efforts across our owned and operated websites and our third-party
publishers’ websites depends on our timely and effective modification of SEO practices implemented in response to periodic changes
in search engine algorithms and methodologies and changes in search query trends. If we fail to successfully manage our SEO
strategy, our owned and operated and our third-party publishers’ websites may receive less favorable placement in organic or paid
listings, which would reduce the number of visitors to our sites, decrease conversion rates and repeat business and have a detrimental
effect on our ability to generate revenue. If visits to our owned and operated and our third-party publishers’ websites decrease, we may
need to use more costly sources to replace lost visitors, and such increased expense could adversely affect our business and
profitability. Even if we succeed in driving traffic to our owned and operated websites, our third-party publishers’ websites and to our
clients’ websites, we may not be able to effectively monetize this traffic or otherwise retain users. Our failure to do so could result in
lower advertising revenue from our owned and operated websites as well as third-party publishers’ websites, which would have an
adverse effect on our business, financial condition, and results of operations.
If we fail to continually enhance and adapt our products and services to keep pace with rapidly changing technologies and
industry standards, we may not remain competitive and could lose clients or advertising inventory.
The online media and marketing industry is characterized by rapidly changing standards, changing technologies, frequent new
product and service introductions, and changing user and client demands. The introduction of new technologies and services
embodying new technologies and the emergence of new industry standards and practices could render our existing technologies and
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services obsolete and unmarketable or require unanticipated investments in technology. We continually make enhancements and other
modifications to our proprietary technologies, and these changes may contain design or performance defects that are not readily
apparent. If our proprietary technologies fail to achieve their intended purpose or are less effective than technologies used by our
competitors, our business could be harmed.
Our future success will depend in part on our ability to successfully adapt to these rapidly changing online media formats and
other technologies. If we fail to adapt successfully, we could lose clients or advertising inventory.
Our results of operations have fluctuated in the past and may do so in the future, which makes our results of operations difficult
to predict and could cause our results of operations to fall short of analysts’ and investors’ expectations.
Historically, quarterly and annual results of operations have fluctuated due to changes in our business, our industry, and the
general economic and regulatory climate. We expect our future results of operations to vary significantly from quarter to quarter due
to a variety of factors, many of which are beyond our control. Our fluctuating results of operations could cause our performance and
outlook to be below the expectations of securities analysts and investors, causing the price of our common stock to decline. Our
business is changing and evolving, and, as a result, our historical results of operations may not be useful to you in predicting our future
results of operations. Factors that may increase the volatility of our results of operations include, but are not limited to, the following:
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changes in client volume;
loss of or reduced demand by existing clients and agencies;
the availability and price of quality media;
consolidation of media sources;
seasonality;
developing and implementing our media strategies and client initiatives;
changes in our revenue mix and shifts in margins related to changes in our media strategies or client initiatives;
changes in interest rates;
changes in Internet search engine algorithms that affect our owned and operated and our third-party publishers’ websites
ability to attract and retain Internet visitors; and
regulatory and legislative changes, or their interpretation or emphasis, in our and our client industries.
As a result of changes in our business model, increased investments, increased expenditures for certain businesses, products,
services, and technologies, we anticipate fluctuations in our adjusted EBITDA margin.
We have invested and expect to continue to invest in new businesses, products, markets, services and technologies, including
more expensive forms of media. For example, we expended significant resources in developing new products and technologies and
made strategic outlays in, among other things, partnerships, which in the short term may have the effect of reducing our adjusted
EBITDA margin. If we are unsuccessful in our monetization efforts with respect to new products and investments, we may fail to
engage and retain users and clients. We may have insufficient revenue to fully offset liabilities and expenses in connection with these
investments and may experience inadequate or unpredictable return of capital on our investments. As a result of these investments, we
expect fluctuations in our adjusted EBITDA margin.
To maintain target levels of profitability, from time to time, we may restructure our operations or make other adjustments to our
workforce. For example, in November 2016, we announced a corporate restructuring resulting in the reduction of approximately 25%
of personnel costs. We have completed the restructuring; however we may not achieve or sustain the expected cost savings or other
anticipated benefits of our existing or future corporate restructurings, or do so within the expected time frame.
Our visitor traffic can be impacted by interest rate volatility.
Visitor traffic to our online platforms in our financial services client vertical can increase or decrease with interest rate
movements. A decline in interest rates may lead to reduced client demand for media, as there are more consumers in the marketplace
seeking financing and, accordingly, clients may receive more organic media volume. Conversely, an increase in interest rates may lead
to an increase in client demand, as there are fewer consumers in the marketplace and, accordingly, the supply of organic media volume
may decrease. Federal Reserve Board actions, regulations restricting the amount of interest and fees that may be charged to consumers
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and general market conditions affecting access to credit could also cause significant visitor fluctuations and have a material and
adverse effect on our business.
If we fail to compete effectively against other online marketing and media companies and other competitors, we could lose
clients and our revenue may decline.
The market for online marketing is intensely competitive, and we expect this competition to continue to increase in the future
both from existing competitors and, given the relatively low barriers to entry into the market, from new competitors. We compete both
for clients and for high-quality media. We compete for clients on the basis of a number of factors, including return on investment of
client’s marketing spending, price, and client service.
We compete with Internet and traditional media companies for high quality media and for a share of clients’ overall marketing
budgets, including:
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online marketing or media services providers such as LendingTree in the financial services client vertical and Education
Dynamics in the education client vertical;
offline and online advertising agencies;
major Internet portals and search engine companies with advertising networks;
other online marketing service providers, including online affiliate advertising networks and industry-specific portals or
lead generation companies;
digital advertising exchanges, real-time bidding and other programmatic buying channels;
third-party publishers with their own sales forces that sell their online marketing services directly to clients;
in-house marketing groups and activities at current or potential clients;
offline direct marketing agencies;
mobile and social media; and
television, radio, and print companies.
Finding, developing and retaining high quality media on a cost-effective basis is challenging because competition for web traffic
among websites and search engines, as well as competition with traditional media companies, has resulted and may continue to result
in significant increases in media pricing, declining margins, reductions in revenue, and loss of market share. In addition, if we expand
the scope of our services, we may compete with a greater number of websites, clients, and traditional media companies across an
increasing range of different services, including in vertical markets where competitors may have advantages in expertise, brand
recognition, and other areas. Internet search companies with brand recognition, such as Google, Yahoo! and Microsoft, have
significant numbers of direct sales personnel and substantial proprietary advertising inventory and web traffic that provide a
significant competitive advantage and have a significant impact on pricing for Internet advertising and web traffic. Some of these
companies may offer or develop more vertically targeted products that match users with products and services and, thus, compete with
us more directly. The trend toward consolidation in online marketing may also affect pricing and availability of media inventory and
web traffic. Many of our current and potential competitors also have other competitive advantages over us, such as longer operating
histories, greater brand recognition, larger client bases, greater access to advertising inventory on high-traffic websites, and
significantly greater financial, technical, and marketing resources. As a result, we may not be able to compete successfully.
Competition from other marketing service providers’ online and offline offerings has affected and may continue to affect both volume
and price, and, thus, revenue, profit margins, and profitability. If we fail to deliver results that are superior to those that other online
marketing service providers deliver to clients, we could lose clients and market share, and our revenue may decline.
We are exposed to online security risks and security breaches particularly given that we gather, transmit and store personally
identifiable information. If we fail to maintain adequate security and supporting infrastructure, we may be in breach of our
commitments to our clients. Unauthorized access to or accidental disclosure of confidential or proprietary data may cause us to
incur significant expenses and may negatively affect our reputation and business.
Nearly all of our products and services are web-based, and online performance marketing is data-driven. As a result, the amount
of data stored on our servers has been increasing. We gather, transmit, and store information about our users and marketing and media
partners, including personally identifiable information. This information may include social security numbers, credit scores, credit
card information, and financial and health information, some of which is held or managed by our third-party vendors. As a result, we
are subject to certain contractual terms, including third-party security reviews, as well as federal, state and foreign laws and
regulations designed to protect personally identifiable information. Complying with these contractual terms and various laws could
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cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business. In addition, our
existing security measures may not be successful in preventing security breaches. As we grow our business, we expect to continue to
invest in technology services, hardware and software. Creating the appropriate security support for our technology platforms is
expensive and complex, and our execution could result in inefficiencies or operational failures and increased vulnerability to cyber-
attacks. We make commitments to our clients regarding our security policies and practices. If we do not adequately implement and
enforce these security policies to the satisfaction of our clients, we could be in violation of our commitments to our clients and this
could result in a loss of client confidence, damage to our reputation and loss of business. Despite our implementation of security
measures and controls, our information technology and infrastructure are susceptible to circumvention by an internal party, external
party, or unrelated third-party, such that electronic or physical computer break-ins, cyber attacks, malware, viruses, fraud, employee
error, and other disruptions and security breaches that could result in third-parties gaining unauthorized access to our systems and
data. In addition, the increased use of mobile devices increases the risk of unintentional disclosure of data including personally
identifiable information. We may be unable to anticipate all our vulnerabilities and implement adequate preventative measures and, in
some cases, we may not be able to immediately detect a security incident. In the past, we have experienced security incidents
involving access to our databases. Although to our knowledge no sensitive financial or personal information has been compromised
and no statutory breach notification has been required, any future security incidents could result in the compromise of such data and
subject us to liability or remediation expense or result in cancellation of client contracts. Any security incident may also result in a
misappropriation of our proprietary information or that of our users, clients, and third-party publishers, which could result in legal and
financial liability, as well as harm to our reputation. Any compromise of our security could limit the adoption of our products and
services and have an adverse effect on our business.
We also face risks associated with security breaches affecting third-parties conducting business over the Internet. Consumers
generally are concerned with security and privacy on the Internet, and any publicized security problems could negatively affect
consumers’ willingness to provide private information on the Internet generally, including through our services. Some of our business
is conducted through third-parties, which may gather, transmit, and store information about our users and marketing and media
partners, through our infrastructure or through other systems. A security breach at any such third-party could be perceived by
consumers as a security breach of our systems and in any event could result in negative publicity, damage our reputation, expose us to
risk of loss or litigation and possible liability and subject us to regulatory penalties and sanctions. In addition, such third-parties may
not comply with applicable disclosure or contractual requirements, which could expose us to liability.
Security concerns relating to our technological infrastructure, privacy concerns relating to our data collection practices and any
perceived or actual unauthorized disclosure of personally identifiable information, whether through breach of our network or that of
third-parties which we engage with, by an unauthorized party, employee theft, misuse, or error could harm our reputation, impair our
ability to attract website visitors and to attract and retain our clients, result in a loss of confidence in the security of our products and
services, or subject us to claims or litigation arising from damages suffered by consumers, and thereby harm our business and results
of operations. In the past few years, several major companies, such as Yahoo!, Sony, Home Depot, Target and LinkedIn, have
experienced high-profile security breaches that exposed their customers’ personal information. In addition, we could incur significant
costs for which our insurance policies may not adequately cover us and expend significant resources in protecting against security
breaches and complying with the multitude of state, federal and foreign laws regarding data privacy and data breach notification
obligations. We may need to increase our security-related expenditures to maintain or increase our systems’ security or to address
problems caused and liabilities incurred by security breaches.
Many people are using mobile devices to access the Internet. If we fail to optimize our websites to keep pace with this shift in
user devices, we may not remain competitive and could lose clients or visitors to our websites.
The number of people who access the Internet through mobile devices such as smart phones and tablets has increased
dramatically in the past several years, and we expect the trend to continue. Our online marketing services and content were originally
designed for desktop or laptop computers. The shift from desktop or laptop computers to mobile devices could potentially deteriorate
the user experience for visitors to our websites and may make it more difficult for visitors to respond to our offerings. It also requires
us to develop new product offerings specifically designed for mobile devices, such as social media advertising opportunities.
Additionally, the monetization of our online marketing services and content on these mobile devices might not be as lucrative for us
compared to those on desktop and laptop computers. If we fail to optimize our websites cost effectively and improve the monetization
capabilities of our mobile marketing services, we may not remain competitive, which may negatively affect our business and results of
operations.
Third-party publishers, strategic partners, vendors, or their respective affiliates may engage in unauthorized or unlawful acts
that could subject us to significant liability or cause us to lose clients and revenue.
We generate a significant portion of our web visitors from online media that we source directly from our third-party publishers’
and strategic partners’ owned and operated websites, as well as indirectly from the affiliates of our third-party publishers and strategic
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partners. We also rely on third-party call centers and email marketers. Some of these third-parties, strategic partners, vendors, and
their respective affiliates are authorized to use our clients’ brands, subject to contractual restrictions. Any activity by third-party
publishers, strategic partners, vendors, or their respective affiliates which violates the marketing guidelines of our clients or that
clients view as potentially damaging to their brands (e.g., search engine bidding on client trademarks), whether or not permitted by our
contracts with our clients, could harm our relationship with the client and cause the client to terminate its relationship with us,
resulting in a loss of revenue. Moreover, because we do not have a direct contractual relationship with the affiliates of our third-party
publishers and strategic partners, we may not be able to monitor the compliance activity of such affiliates. If we are unable to cause
our third-party publishers and strategic partners to monitor and enforce our clients’ contractual restrictions on such affiliates, our
clients may terminate their relationships with us or decrease their marketing budgets with us. In addition, we may also face liability for
any failure of our third-party publishers, strategic partners, vendors or their respective affiliates to comply with regulatory
requirements, as further described in the risk factor beginning, “Negative changes in the market conditions and the regulatory
environment have had in the past, and may in the future have, a material and adverse impact on our revenue, business, and growth.”
The law is unsettled on the extent of liability that an advertiser in our position has for the activities of third-party publishers,
strategic partners, or vendors. Department of Education regulations impose liability on our education clients for misrepresentations
made by their marketing service providers. In addition, certain of our contracts impose liability on us, including indemnification
obligations, for the acts of our third-party publishers, strategic partners, or vendors. We could be subject to costly litigation and, if we
are unsuccessful in defending ourselves, we could incur damages for the unauthorized or unlawful acts of third-party publishers,
strategic partners, or vendors.
We rely on our management team and other key employees, and the loss of one or more key employees could harm our
business.
Our success and future growth depend upon the continued services of our management team, including Douglas Valenti, Chief
Executive Officer, and other key employees in all areas of our organization. From time to time, there may be changes in our key
employees resulting from the hiring or departure of executives and employees, which could disrupt our business. We have experienced
declines in our business and a depressed stock price, making our equity and cash incentive compensation programs less attractive to
current and potential key employees. If we lose the services of key employees or if we are unable to attract and retain additional
qualified employees, our business and growth could suffer.
We rely on certain advertising agencies for the purchase of various advertising and marketing services on behalf of their
clients. Such agencies may have or develop high-risk credit profiles, which may result in credit risk to us.
A portion of our client business is sourced through advertising agencies and, in many cases, we contract with these agencies and
not directly with the underlying client. Contracting with these agencies subjects us to greater credit risk than where we contract with
clients directly. In many cases, agencies are not required to pay us unless and until they are paid by the underlying client. In addition,
many agencies are thinly capitalized and have or may develop high-risk credit profiles. This credit risk may vary depending on the
nature of an agency’s aggregated client base. If an agency were to become insolvent, or if an underlying client did not pay the agency,
we may be required to write off account receivables as bad debt. Any such write-offs could have a materially negative effect on our
results of operations for the periods in which the write-offs occur.
Damage to our reputation could harm our business, financial condition and results of operations.
Our business is dependent on attracting a large number of visitors to our owned and operated and our third-party publishers’
websites and providing leads, inquiries, clicks, calls, applications, and customers to our clients, which depends in part on our
reputation within the industry and with our clients. Certain other companies within our industry have in the past, engaged in activities
that others may view as unlawful or inappropriate. These activities by third-parties, such as spyware or deceptive promotions, may be
seen as characteristic of participants in our industry and may therefore harm the reputation of all participants in our industry, including
us.
Our ability to attract visitors and, thereby, potential customers to our clients, also depends in part on our clients providing
competitive levels of customer service, responsiveness and prices to such visitors. If our clients do not provide competitive levels of
service to visitors, our reputation and therefore our ability to attract additional clients and visitors could be harmed.
In addition, from time to time, we may be subject to investigations, inquiries or litigation by various regulators, which may harm
our reputation regardless of the outcome of any such action. For example, in 2012 we responded to a civil investigation conducted by
the attorneys general of a number of states into certain of our marketing and business practices resulting in us entering into an
Assurance of Voluntary Compliance agreement. Negative perceptions of our business may result in additional regulation, enforcement
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actions by the government and increased litigation, or harm our ability to attract or retain clients, third-party publishers or strategic
partners, any of which may affect our business and result in lower revenue.
We also believe that building brand awareness is important to achieving increased demand for certain of our products and
services. Accordingly, we have dedicated, and expect to continue to dedicate, significant operating capital and resources to building
brand awareness, which may not be successful. Our failure to build brand awareness may adversely affect our ability to attract and
retain clients in a cost-effective manner and as a result, our business, financial condition and results of operations.
Any damage to our reputation, including from publicity from legal proceedings against us or companies that work within our
industry, governmental proceedings, consumer class action litigation, or the disclosure of information security breaches or private
information misuse, could adversely affect our business, financial condition and results of operations.
If we do not effectively manage any future growth or if we are not able to scale our products quickly enough to meet our clients’
needs, our operating performance will suffer and we may lose clients.
We have experienced growth in our operations and operating locations during certain periods of our history. This growth has
placed, and any future growth will continue to place, significant demands on our management and our operational and financial
infrastructure. Growth, if any, may make it more difficult for us to accomplish the following:
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successfully scaling our technology to accommodate a larger business and integrate acquisitions;
maintaining our standing with key vendors, including Internet search companies and third-party publishers;
maintaining our client service standards; and
developing and improving our operational, financial and management controls and maintaining adequate reporting
systems and procedures.
Our future success depends in part on the efficient performance of our software and technology infrastructure. As the numbers
of websites and Internet users increase, our technology infrastructure may not be able to meet the increased demand. Unexpected
constraints on our technology infrastructure could lead to slower website response times or system failures and adversely affect the
availability of websites and the level of user responses received, which could result in the loss of clients or revenue or harm to our
business and results of operations.
In addition, our personnel, systems, procedures, and controls may be inadequate to support our future operations. The
improvements required to manage growth may require us to make significant expenditures, expand, train and manage our employee
base, and reallocate valuable management resources. We may spend substantial amounts to purchase or lease data centers and
equipment, upgrade our technology and network infrastructure to handle increased traffic on our owned and operated websites and roll
out new products and services. This expansion could be expensive and complex and could result in inefficiencies or operational
failures. If we do not implement this expansion successfully, or if we experience inefficiencies and operational failures during its
implementation, the quality of our products and services and our users’ experience could decline. This could damage our reputation
and cause us to lose current and potential users and clients. The costs associated with these adjustments to our architecture could harm
our operating results. Accordingly, if we fail to effectively manage any future growth, our operating performance will suffer, and we
may lose clients, key vendors and key personnel.
Interruption or failure of our information technology and communications systems could impair our ability to effectively deliver
our services, which could cause us to lose clients and harm our results of operations.
Our delivery of marketing and media services depends on the continuing operation of our technology infrastructure and systems.
Any damage to or failure of our systems could result in interruptions in our ability to deliver offerings quickly and accurately or
process visitors’ responses emanating from our various web presences. Interruptions in our service could reduce our revenue and
profits, and our reputation could be damaged if users or clients perceive our systems to be unreliable. Our systems and operations are
vulnerable to damage or interruption from earthquakes, terrorist attacks, floods, fires, power loss, break-ins, hardware or software
failures, telecommunications failures, cyber attacks, computer viruses or other attempts to harm our systems, and similar events. If we
or third-party data centers that we utilize were to experience a major power outage, we would have to rely on back-up generators.
These back-up generators may not operate properly through a major power outage and their fuel supply could also be inadequate
during a major power outage or disruptive event. Furthermore, we do not currently have backup generators at our Foster City,
California headquarters. Information systems such as ours may be disrupted by even brief power outages, or by the fluctuations in
power resulting from switches to and from back-up generators. This could give rise to obligations to certain of our clients which could
have an adverse effect on our results of operations for the period of time in which any disruption of utility services to us occurs.
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Our primary data center is at a third-party co-location center in San Francisco, California. All of the critical components of the
system are redundant and we have a backup data center in Las Vegas, Nevada. We have implemented these backup systems and
redundancies to minimize the risk associated with earthquakes, fire, power loss, telecommunications failure, and other events beyond
our control; however, these backup systems may fail or may not be adequate to prevent losses.
Any unscheduled interruption in our service would result in an immediate loss of revenue. If we experience frequent or
persistent system failures, the attractiveness of our technologies and services to clients and third-party publishers could be
permanently harmed. The steps we have taken to increase the reliability and redundancy of our systems are expensive, reduce our
operating margin and may not be successful in reducing the frequency or duration of unscheduled interruptions.
Acquisitions, investments and divestitures could complicate operations, or could result in dilution and other harmful
consequences that may adversely impact our business and results of operations.
Acquisitions have historically been an important element of our overall corporate strategy and use of capital. Any future
acquisitions, investments or divestitures could be material to our financial condition and results of operations. We may evaluate and
enter into discussions regarding a wide array of potential strategic transactions. The process of integrating an acquired company,
business or technology has created, and will continue to create, unforeseen operating difficulties and expenditures. Our failure to
address these risks or other problems encountered in connection with our past or future acquisitions and investments could cause us to
fail to realize the anticipated benefits of such acquisitions or investments, incur unanticipated liabilities and harm our business
generally.
Future acquisitions could also result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities,
amortization expense, impairment of goodwill or restructuring charges, any of which could harm our financial condition or results.
Also, the anticipated benefit of many of our acquisitions may not materialize. In connection with a disposition of assets or a business,
we may agree to provide indemnification for certain potential liabilities or retain certain liabilities or obligations, which may adversely
impact our financial condition or results.
We rely on call centers, Internet and data center providers, and other third-parties for key aspects of the process of providing
services to our clients, and any failure or interruption in the services and products provided by these third-parties could harm our
business.
We rely on internal and third-party call centers as well as third-party vendors, data centers and Internet providers.
Notwithstanding disaster recovery and business continuity plans and precautions instituted to protect our clients and us from events
that could interrupt delivery of services, there is no guarantee that such interruptions would not result in a prolonged interruption in
our ability to provide services to our clients. Any temporary or permanent interruption in the services provided by our call centers or
third-party providers could significantly harm our business.
In addition, any financial or other difficulties our third-party providers face may have negative effects on our business, the
nature and extent of which we cannot predict. We exercise little control over our third-party vendors, which increases our vulnerability
to problems with the services they provide. We license technology and related databases from third-parties to facilitate analysis and
storage of data and delivery of offerings. We have experienced interruptions and delays in service and availability for data centers,
bandwidth and other technologies in the past. Any errors, failures, interruptions or delays experienced in connection with these third-
party technologies and services could adversely affect our business and could expose us to liabilities to third-parties.
We may need additional capital in the future to meet our financial obligations and to pursue our business objectives. Additional
capital may not be available or may not be available on favorable terms and our business and financial condition could therefore
be adversely affected.
In June 2017, our revolving loan facility expired. While we anticipate that our existing cash and cash equivalents and cash we
expect to generate from future operations will be sufficient to fund our operations for at least the next 12 months, we may need to raise
additional capital, including debt capital, to fund operations in the future or to finance acquisitions. If we seek to raise additional
capital in order to meet various objectives, including developing future technologies and services, increasing working capital,
acquiring businesses, and responding to competitive pressures, capital may not be available on favorable terms or may not be available
at all. Lack of sufficient capital resources could significantly limit our ability to take advantage of business and strategic opportunities.
Any additional capital raised through the sale of equity or debt securities with an equity component would dilute our stock ownership.
If adequate additional funds are not available, we may be required to delay, reduce the scope of, or eliminate material parts of our
business strategy, including potential additional acquisitions or development of new technologies.
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Our quarterly revenue and results of operations may fluctuate significantly from quarter to quarter due to fluctuations in
advertising spending, including seasonal and cyclical effects.
In addition to other factors that cause our results of operations to fluctuate, results are also subject to significant seasonal
fluctuation. In particular, our quarters ending December 31 (our second fiscal quarter) are typically characterized by seasonal
weakness. During that quarter, there is generally lower availability of lead supply from some forms of media during the holiday period
on a cost effective basis and some of our clients have lower budgets. In our quarters ending March 31 (our third fiscal quarter), this
trend generally reverses with better lead availability and often new budgets at the beginning of the year for our clients with fiscal years
ending December 31. Moreover, our lending clients’ businesses are subject to seasonality. For example, our clients that offer mortgage
products are historically subject to seasonal trends. These trends reflect the general patterns of the mortgage industry and housing
sales, which typically peak in the spring and summer seasons. Other factors affecting our lending clients’ businesses include macro
factors such as credit availability, the strength of the economy and employment. Any of the foregoing seasonal trends, or the
combination of them, may negatively impact our quarterly revenue and results of operations.
Furthermore, advertising spend on the Internet, similar to traditional media, tends to be cyclical and discretionary as a result of
factors beyond our control, including budgetary constraints and buying patterns of clients, as well as economic conditions affecting the
Internet and media industry. For example, weather and other events have in the past, led to short-term increases in insurance industry
client loss ratios, which in turn led to decreased client spend on online performance marketing. In addition, inherent industry specific
risks (e.g., Insurance industry loss ratios and cutbacks) and poor macroeconomic conditions as well as other short-term events could
decrease our clients’ advertising spending and thereby have a material adverse effect on our business, financial condition, and
operating results.
If the market for online marketing services fails to continue to develop, our success may be limited, and our revenue may
decrease.
The online marketing services market is relatively new and rapidly evolving, and it uses different measurements from traditional
media to gauge its effectiveness. Some of our current or potential clients have little or no experience using the Internet for advertising
and marketing purposes and have allocated only limited portions of their advertising and marketing budgets to the Internet. The
adoption of online marketing, particularly by those companies that have historically relied upon traditional media for advertising,
requires the acceptance of a new way of conducting business, exchanging information and evaluating new advertising and marketing
technologies and services.
In particular, we are dependent on our clients’ adoption of new metrics to measure the success of online marketing campaigns
with which they may not have prior experience. Certain of our metrics are subject to inherent challenges in measurement, and real or
perceived inaccuracies in such metrics may harm our reputation and negatively affect our business. We present key metrics such as
cost-per-click, cost-per-lead and cost-per-acquisition, some of which are calculated using internal data. We periodically review and
refine some of our methodologies for monitoring, gathering, and calculating these metrics. While our metrics are based on what we
believe to be reasonable measurements and methodologies, there are inherent challenges in deriving our metrics. In addition, our user
metrics may differ from estimates published by third-parties or from similar metrics of our competitors due to differences in
methodology. If clients or publishers do not perceive our metrics to be accurate, or if we discover material inaccuracies in our metrics,
it could negatively affect our business model and current or potential clients’ willingness to adopt our metrics.
We may also experience resistance from traditional advertising agencies who may be advising our clients. We cannot assure you
that the market for online marketing services will continue to grow. If the market for online marketing services fails to continue to
develop or develops more slowly than we anticipate, the success of our business may be limited, and our revenue may decrease.
If we do not adequately protect our intellectual property rights, our competitive position and business may suffer.
Our ability to compete effectively depends upon our proprietary systems and technology. We rely on patent, trade secret,
trademark and copyright law, confidentiality agreements, and technical measures to protect our proprietary rights. We enter into
confidentiality agreements with our employees, consultants, independent contractors, advisors, client vendors, and publishers. These
agreements may not effectively prevent unauthorized disclosure of confidential information or unauthorized parties from copying
aspects of our services or obtaining and using our proprietary information. Further, these agreements may not provide an adequate
remedy in the event of unauthorized disclosures or uses, and we cannot assure you that our rights under such agreements will be
enforceable. Effective patent, trade secret, copyright, and trademark protection may not be available in all countries where we
currently operate or in which we may operate in the future. Some of our systems and technologies are not covered by any copyright,
patent or patent application. We cannot guarantee that: (i) our intellectual property rights will provide competitive advantages to us;
(ii) our ability to assert our intellectual property rights against potential competitors or to settle current or future disputes will be
effective; (iii) our intellectual property rights will be enforced in jurisdictions where competition may be intense or where legal
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protection may be weak; (iv) any of the patent, trademark, copyright, trade secret or other intellectual property rights that we presently
employ in our business will not lapse or be invalidated, circumvented, challenged, or abandoned; (v) competitors will not design
around our protected systems and technology; or (vi) that we will not lose the ability to assert our intellectual property rights against
others.
We have from time to time become aware of third-parties who we believe may have infringed our intellectual property rights.
Such infringement or infringement of which we are not yet aware could reduce our competitive advantages and cause us to lose
clients, third-party publishers or could otherwise harm our business. Policing unauthorized use of our proprietary rights can be
difficult and costly. Litigation, while it may be necessary to enforce or protect our intellectual property rights, could result in
substantial costs and diversion of resources and management attention and could adversely affect our business, even if we are
successful on the merits. In addition, others may independently discover trade secrets and proprietary information, and in such cases
we could not assert any trade secret rights against such parties.
Third-parties may sue us for intellectual property infringement, which, even if unsuccessful, could require us to expend
significant costs to defend or settle.
We cannot be certain that our internally developed or acquired systems and technologies do not and will not infringe the
intellectual property rights of others. In addition, we license content, software and other intellectual property rights from third-parties
and may be subject to claims of infringement if such parties do not possess the necessary intellectual property rights to the products
they license to us.
In addition, we have in the past, and may in the future, be subject to legal proceedings and claims that we have infringed the
patents or other intellectual property rights of third-parties. These claims sometimes involve patent holding companies or other
adverse patent owners who have no relevant product revenue and against whom our own intellectual property rights, if any, may
therefore provide little or no deterrence. For example, in December 2012, Internet Patents Corporation (“IPC”) filed a patent
infringement lawsuit against us in the Northern District of California alleging that some of our websites infringe a patent held by IPC.
IPC is a non-practicing entity that relies on asserting its patents as its primary source of revenue. In addition, third-parties have
asserted and may in the future assert intellectual property infringement claims against our clients, and we have agreed in certain
circumstances to indemnify and defend against such claims. Any intellectual property-related infringement claims, whether or not
meritorious and regardless of the outcome of the litigation, could result in costly litigation, could divert management resources and
attention and could cause us to change our business practices. Should we be found liable for infringement, we may be required to enter
into licensing agreements, if available on acceptable terms or at all, pay substantial damages, or limit or curtail our systems and
technologies. Moreover, we may need to redesign some of our systems and technologies to avoid future infringement liability. Any of
the foregoing could prevent us from competing effectively and increase our costs.
Additionally, the laws relating to use of trademarks on the Internet are unsettled, particularly as they apply to search engine
functionality. For example, other Internet marketing and search companies have been sued for trademark infringement and other
intellectual property-related claims for displaying ads or search results in response to user queries that include trademarked terms. The
outcomes of these lawsuits have differed from jurisdiction to jurisdiction. We may be subject to trademark infringement, unfair
competition, misappropriation or other intellectual property-related claims which could be costly to defend and result in substantial
damages or otherwise limit or curtail our activities, and therefore adversely affect our business or prospects.
Limitations on our ability to collect and use data derived from user activities, as well as new technologies that block our
ability to deliver Internet-based advertising, could significantly diminish the value of our services and have an adverse effect on
our ability to generate revenue.
When a user visits our websites, we use technologies, including “cookies,” to collect information such as the user’s IP address
and the user’s past responses to our offerings. We also have relationships with data partners that collect and provide us with user data.
We access and analyze this information in order to determine the effectiveness of a marketing campaign and to determine how to
modify the campaign. The use of cookies is the subject of litigation, regulatory scrutiny and industry self-regulatory activities,
including the discussion of “do-not-track” technologies and guidelines.
Additionally, users are able to block or delete cookies from their browser. Periodically, certain of our clients and publishers seek
to prohibit or limit our collection or use of data derived from the use of cookies. Technologies, tools, software and applications
(including new and enhanced web browsers) have been developed, and are likely to continue to be developed, that can block or allow
users to opt out of display, search, and Internet-based advertising and content, delete or block the cookies used to deliver such
advertising, or shift the location in which advertising appears on pages so that our advertisements do not show up in the most
monetizable places on our pages or are obscured. As a result, the adoption of such technologies, tools, software, and applications
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could reduce the number of display and search advertisements that we are able to deliver and/or our ability to deliver Internet-based
advertising and this, in turn, could reduce our results of operations.
Interruptions, failures or defects in our data collection systems, as well as privacy concerns and regulatory changes or
enforcement actions affecting our or our data partners’ ability to collect user data, could also limit our ability to analyze data from, and
thereby optimize, our clients’ marketing campaigns. If our access to data is limited in the future, we may be unable to provide
effective technologies and services to clients and we may lose clients and revenue.
If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely
basis or effectively prevent fraud could be impaired, which would adversely affect our ability to operate our business.
In order to comply with the Sarbanes-Oxley Act of 2002 (“SOX Act”), our management is responsible for establishing and
maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles
in the United States. We may in the future discover areas of our internal financial and accounting controls and procedures that need
improvement. Our internal control over financial reporting will not prevent or detect all error and all fraud. A control system, no
matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will
be met. All control systems have inherent limitations, and, accordingly, no evaluation of controls can provide absolute assurance that
misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected. If we are unable to
maintain proper and effective internal controls, we may not be able to produce accurate financial statements on a timely basis, which
could adversely affect our ability to operate our business and could result in regulatory action.
We have identified material weaknesses in our internal control over financial reporting in both fiscal years 2017 and 2016. If
we fail to remediate the material weakness we identified in fiscal year 2017, or if our remedial measures do not continue to be
sufficient to address the material weakness we identified in fiscal year 2016 and subsequently remediated in fiscal year 2017, or if
we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control over
financial reporting, the accuracy and timeliness of our financial reporting may be adversely affected.
We must maintain effective internal control over financial reporting in order to accurately and timely report our results of
operations and financial condition. In addition, the SOX Act requires, among other things, that we assess the effectiveness of our
internal control over financial reporting as of the end of our fiscal year, and the effectiveness of our disclosure controls and procedures
quarterly. If we are not able to comply with the requirements of the SOX Act in a timely manner, the market price of our stock could
decline and we could be subject to sanctions or investigations by the NASDAQ, the SEC or other regulatory authorities, which would
diminish investor confidence in our financial reporting and require additional financial and management resources, each of which may
adversely affect our business and operating results.
For the last two fiscal years, we have identified material weaknesses in our internal control over financial reporting. A material
weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable
possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely
basis. Most recently, as described in Item 9A in Part II of this Annual Report on Form 10-K, as of June 30, 2017, we disclosed a
material weakness in internal control over financial reporting over the completeness and accuracy of the accounting for non-standard
revenue credits. Specifically, our internal controls did not identify non-standard revenue credits authorized but not timely
communicated to finance to ensure proper accounting evaluation. As a result, during the fourth quarter of 2017, we identified a non-
standard revenue credit that was not accounted for in the correct period.
In connection with the preparation of our consolidated financial statements for fiscal year 2016, we identified a material
weakness in our internal control over financial reporting over the accuracy of the accounting for stock-based compensation expense
for market-based restricted stock units. We have remediated this material weakness as of June 30, 2017. However, we cannot assure
you that the measures we have taken to date will be sufficient to identify or prevent future material weaknesses.
Furthermore, we cannot assure you that we have identified all, or that we will not in the future have additional, material
weaknesses. Material weaknesses may still exist when we report on the effectiveness of our internal control over financial reporting as
required by the reporting requirements under Section 404 of the SOX Act. The standards required for a Section 404 assessment under
the SOX Act may in the future require us to implement additional corporate governance practices and adhere to additional reporting
requirements. These stringent standards require that our audit committee be advised and regularly updated on management’s
assessment of internal control over financial reporting. Our management may not be able to effectively and timely implement controls
and procedures that adequately respond to the increased regulatory compliance and reporting requirements that are or will be
applicable to us as a public company. If we fail to maintain effective internal control over financial reporting, our business and
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reputation may be harmed and our stock price may decline. Furthermore, investor perceptions of us may be adversely affected which
could cause a decline in the market price of our common stock.
As a creator and a distributor of Internet content, we face potential liability and expenses for legal claims based on the nature
and content of the materials that we create or distribute, including materials provided by our clients. If we are required to pay
damages or expenses in connection with these legal claims, our results of operations and business may be harmed.
We display original content and third-party content on our websites and in our marketing messages. In addition, our clients
provide us with advertising creative and financial information (e.g., insurance premium or credit card interest rates) that we display on
our owned and operated websites and our third-party publishers’ websites. As a result, we face potential liability based on a variety of
claims, including defamation, negligence, deceptive advertising (including Department of Education regulations regarding
misrepresentation in education marketing and Federal Trade Commission regulations), copyright or trademark infringement. We are
also exposed to risk that content provided by third-parties or clients is inaccurate or misleading, and for material posted to our
websites by users and other third-parties. These claims, whether brought in the United States or abroad, could divert our
management’s time and attention away from our business and result in significant costs to investigate, defend, and respond to
investigative demands, regardless of the merit of these claims. In addition, if we become subject to these types of claims and are not
successful in our defense, we may be forced to pay substantial damages.
We face additional risks in conducting business in international markets.
We have entered into certain international markets and may enter into additional international markets in the future, including
through acquisitions. We have limited experience in marketing, selling and supporting our services outside of the United States, and
we may not be successful in introducing or marketing our services abroad. For example, in fiscal year 2015, we acquired a company
specializing in online marketing to financial services clients in Brazil. While we already have a foothold in the Brazilian education
market, our expansion into the financial services market in Brazil is new and as such, we cannot guarantee that we will achieve the
same success as we have in the United States with the Brazilian education market.
There are risks and challenges inherent in conducting business in international markets, such as:
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adapting our technologies and services to foreign clients’ preferences and customs;
successfully navigating foreign laws and regulations, including marketing, privacy regulations, employment and labor
regulations;
changes in foreign political and economic conditions;
tariffs and other trade barriers, fluctuations in currency exchange rates and potentially adverse tax consequences;
language barriers or cultural differences;
reduced or limited protection for intellectual property rights in foreign jurisdictions;
difficulties and costs in staffing, managing or overseeing foreign operations;
education of potential clients who may not be familiar with online marketing;
challenges in collecting accounts receivables; and
successfully interpreting and complying with the U.S. Foreign Corrupt Practices Act and similar foreign anti-bribery laws,
particularly when operating in countries with varying degrees of governmental corruption.
If we are unable to successfully expand and market our services abroad, our business and future growth may be harmed, and we
may incur costs that may not lead to future revenue.
We may be required to record a significant charge to earnings if our goodwill, intangible assets, or investments become
impaired.
We continue to have a substantial amount of goodwill and purchased intangible assets on our consolidated balance sheet as a
result of historical acquisitions. The carrying value of goodwill represents the fair value of an acquired business in excess of
identifiable assets and liabilities as of the acquisition date. The carrying value of intangible assets with identifiable useful lives
represents the fair value of relationships, content, domain names, acquired technology, among others, as of the acquisition date, and
are amortized based on their economic lives. The carrying value of our investment represents the fair value at acquisition date. We are
required to evaluate our intangible assets and investments for impairment when events or changes in circumstances indicate the
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carrying value may not be recoverable. Goodwill that is expected to contribute indefinitely to our cash flows is not amortized, but
must be evaluated for impairment at least annually. If necessary, a quantitative test is performed to compare the carrying value of the
asset to its estimated fair value, as determined based on a discounted cash flow approach, or when available and appropriate, to
comparable market values. If the carrying value of the asset exceeds its current fair value, the asset is considered impaired and its
carrying value is reduced to fair value through a non-cash charge to earnings. Events and conditions that could result in impairment of
our goodwill and intangible assets include adverse changes in the regulatory environment, a reduced market capitalization or other
factors leading to reduction in expected long-term growth or profitability. Events and conditions that could lead to an impairment of
our investment include a prolonged period of decline in its operating performance and financial condition or adverse changes in the
regulatory environment or market conditions in which it operates.
Goodwill impairment analysis and measurement is a process that requires significant judgment. Our stock price and any
estimated control premium are factors affecting the assessment of the fair value of our underlying reporting units for purposes of
performing any goodwill impairment assessment. For example, our public market capitalization sustained a decline after
December 31, 2012 and June 30, 2014 to a value below the net book carrying value of our equity, triggering the need for a goodwill
impairment analysis. As a result of our goodwill impairment analysis, we recorded a goodwill impairment charge in those periods.
Additionally, in the third quarter of fiscal year 2016, our stock price experienced volatility and our public market capitalization
decreased to a value below the net book carrying value of our equity, triggering the need for an interim impairment test. While no
impairment was recorded as a result of the interim impairment test, it is possible that another material change could occur in the
future. We will continue to conduct impairment analyses of our goodwill on an annual basis, unless indicators of possible impairment
arise that would cause a triggering event, and we would be required to take additional impairment charges in the future if any
recoverability assessments reflect estimated fair values that are less than our recorded values. Further impairment charges with respect
to our goodwill could have a material adverse effect on our financial condition and results of operations.
We could lose clients if we fail to detect click-through or other fraud on advertisements in a manner that is acceptable to our
clients.
We are exposed to the risk of fraudulent clicks or actions on our websites or our third-party publishers’ websites, which could
lead our clients to become dissatisfied with our campaigns, and in turn, lead to loss of clients and related revenue. Click-through fraud
occurs when an individual clicks on an ad displayed on a website, or an automated system is used to create such clicks, with the intent
of generating the revenue-share payment to the publisher rather than viewing the underlying content. Action fraud occurs when online
lead forms are completed with false or fictitious information in an effort to increase a publisher’s compensable actions. From time to
time, we have experienced fraudulent clicks or actions. We do not charge our clients for fraudulent clicks or actions when they are
detected, and such fraudulent activities could negatively affect our profitability or harm our reputation. If fraudulent clicks or actions
are not detected, the affected clients may experience a reduced return on their investment in our marketing programs, which could lead
the clients to become dissatisfied with our campaigns, and in turn, lead to loss of clients and related revenue. Additionally, from time
to time, we have had to, and in the future may have to, terminate relationships with publishers whom we believed to have engaged in
fraud. Termination of such relationships entails a loss of revenue associated with the legitimate actions or clicks generated by such
publishers.
As a public company, we are subject to compliance initiatives that require substantial time from our management and result in
significantly increased costs that may adversely affect our operating results and financial condition.
The Securities Exchange Act of 1934, Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010, and other rules implemented by the SEC and NASDAQ, impose various requirements on public companies,
including corporate governance practices. These and proposed corporate governance laws and regulations under consideration may
further increase our compliance costs. If compliance with these various legal and regulatory requirements diverts our management’s
attention from other business concerns, it could have a material adverse effect on our business, financial condition and results of
operations. These laws and regulations also make it more difficult and more expensive for us to obtain director and officer liability
insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same
or similar coverage than available to a private company. As a result, it may be more difficult for us to attract and retain qualified
individuals to serve on our board of directors, on committees of our board of directors, or as executive officers.
Risks Related to the Ownership of Our Common Stock
Our stock price has been volatile and may continue to fluctuate significantly in the future, which may lead to you not being able
to resell shares of our common stock at or above the price you paid, delisting, securities litigation or hostile or otherwise
unfavorable takeover offers.
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The trading price of our common stock has been volatile since our initial public offering and may continue to be subject to wide
fluctuations in response to various factors, some of which are beyond our control. These factors include those discussed in this “Risk
Factors” section of this report and other factors such as:
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•
•
•
•
•
•
•
•
•
our ability to grow our revenues and adjusted EBITDA margin and to manage any such growth effectively;
changes in earnings estimates or recommendations by securities analysts;
announcements about our revenue, earnings or other financial results that are not in line with analyst expectations;
geopolitical and world economic conditions;
our ability to find, develop or retain high quality targeted media on a cost effective basis;
relatively low trading volume in our stock, which creates inherent volatility regardless of factors related to our business
performance or prospects;
the sale of, or indication of the intent to sell, substantial amounts of our common stock by our directors, officers or
substantial shareholders;
stock repurchase programs;
announcements by us or our competitors of new services, significant contracts, commercial relationships, acquisitions or
capital commitments;
our commencement of, involvement in, or a perceived threat of litigation or regulatory enforcement action; and
negative publicity about us, our industry, our clients or our clients’ industries.
In recent years, the stock market in general, and the market for technology and Internet-based companies in particular, has
experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of
those companies. Broad market and industry factors may seriously affect the market price of our common stock, regardless of our
actual operating performance. As a result of this volatility, you may not be able to sell your common stock at or above the price paid
for the shares. In addition, in the past, following periods of volatility in the overall market and the market price of a particular
company’s securities, securities class action litigation has often been instituted against these companies. Such litigation, if instituted
against us, could result in substantial costs and a diversion of our management’s attention and resources.
Moreover, a low or declining stock price may make us attractive to hedge funds and other short-term investors which could
result in substantial stock price volatility and cause fluctuations in trading volumes for our stock. A relatively low stock price may also
cause us to become subject to an unsolicited or hostile acquisition bid which could result in substantial costs and a diversion of
management attention and resources. In the event that such a bid is publicly disclosed, it may result in increased speculation and
volatility in our stock price even if our board of directors decides not to pursue a transaction.
If securities or industry analysts do not publish research or reports about our business, or if they issue an adverse opinion
regarding our stock, our stock price and trading volume could decline.
The trading market for our common stock is influenced by the research and reports that industry or securities analysts publish
about us, our business or the industries or businesses of our clients. If any of the analysts issue an adverse opinion regarding our stock
or if our actual results do not meet analyst estimates, our stock price would likely decline. If one or more of these analysts ceases
coverage of our company or fails to publish reports on us regularly, we could lose visibility in the financial markets, which in turn
could cause our stock price or trading volume to decline.
Our directors and executive officers and their respective affiliates have substantial influence over us and could delay or prevent
a change in corporate control.
As of June 30, 2017, our directors and executive officers, together with their affiliates, beneficially owned approximately 24%
of our outstanding common stock. As a result, these stockholders, acting together, have substantial influence over the outcome of
matters submitted to our stockholders for approval, including the election of directors and any merger, consolidation or sale of all or
substantially all of our assets. In addition, these stockholders, acting together, have significant influence over the management and
affairs of our company. Accordingly, this concentration of ownership may have the effect of:
•
•
•
delaying, deferring or preventing a change in corporate control;
impeding a merger, consolidation, takeover or other business combination involving us; or
discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us.
24
We cannot guarantee that our stock repurchase program will be fully consummated or that our stock repurchase program will
enhance long-term stockholder value, and stock repurchases could increase the volatility of the price of our stock and could
diminish our cash reserves.
From time to time, our board of directors may authorize a stock repurchase program. The timing and actual number of shares
repurchased will depend on a variety of factors including the price, cash availability and other market conditions. The stock
repurchase program could affect the price of our stock and increase volatility and may be suspended or terminated at any time, which
may result in a decrease in the trading price of our stock. The existence of our stock repurchase program could also cause the price of
our common stock to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for
our common stock. Additionally, repurchases under our stock repurchase program will diminish our cash reserves. There can be no
assurance that any stock repurchases will enhance stockholder value because the market price of our common stock may decline
below the levels at which we repurchased such shares. Any failure to repurchase shares after we have announced our intention to do so
may negatively impact our reputation and investor confidence in us and may negatively impact our stock price. Although our stock
repurchase program is intended to enhance long-term stockholder value, short-term stock price fluctuations could reduce the
program’s effectiveness.
Provisions in our charter documents under Delaware law and in contractual obligations could discourage a takeover that
stockholders may consider favorable and may lead to entrenchment of management.
Our amended and restated certificate of incorporation and bylaws contain provisions that could have the effect of delaying or
preventing changes in control or changes in our management without the consent of our board of directors. These provisions include:
•
•
•
•
•
•
•
a classified board of directors with three-year staggered terms, which may delay the ability of stockholders to change the
membership of a majority of our board of directors;
no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director
candidates;
the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of
directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies
on our board of directors;
the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those
shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute
the ownership of a hostile acquirer;
a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special
meeting of our stockholders;
the requirement that a special meeting of stockholders may be called only by the chairman of the board of directors, the
chief executive officer or the board of directors, which may delay the ability of our stockholders to force consideration of
a proposal or to take action, including the removal of directors; and
advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors or
to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquiror from
conducting a solicitation of proxies to elect the acquiror’s own slate of directors or otherwise attempting to obtain control
of us.
We are also subject to certain anti-takeover provisions under Delaware law. Under Delaware law, a corporation may not, in
general, engage in a business combination with any holder of 15% or more of its capital stock unless the holder has held the stock for
three years or, among other things, the board of directors has approved the transaction.
We do not currently intend to pay dividends on our common stock and, consequently, your ability to achieve a return on your
investment will depend on appreciation in the price of our common stock.
We have not declared or paid dividends on our common stock and we do not intend to do so in the near term. We currently
intend to invest our future earnings, if any, to fund our growth. Therefore, you are not likely to receive any dividends on your common
stock in the near term, and capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.
25
Item 1B.
Unresolved Staff Comments
None.
Item 2.
Properties
Our principal executive offices are located in a leased facility in Foster City, California, consisting of approximately
63,998 square feet of office space under a lease that expires in October 2018 with the option to extend the lease term by another two
years. This facility accommodates our principal engineering, sales, marketing, operations, finance and administrative activities. We
also lease additional facilities to accommodate sales, marketing, and operations throughout the United States. Outside of the United
States, we also lease facilities to accommodate engineering, sales, marketing, and operations in Brazil and India.
We may add new facilities and expand our existing facilities as we add employees and expand our markets, and we believe that
suitable additional or substitute space will be available as needed to accommodate any such expansion of our operations.
Item 3.
Legal Proceedings
From time to time, we may become involved in legal proceedings and claims arising in the ordinary course of business. Certain
of our outstanding legal matters include claims for indeterminate amounts of damages. We record a liability when we believe that it is
probable that a loss has been incurred and the amount can be reasonably estimated. Based on our current knowledge, we do not
believe that there is a reasonable possibility that the final outcome of the pending or threatened legal proceedings to which we are a
party, either individually or in the aggregate, will have a material adverse effect on our future financial results. However, the outcome
of such legal matters is subject to significant uncertainties.
Item 4.
Mine Safety Disclosures
Not Applicable.
26
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The following table shows the high and low sale prices per share of our common stock as reported on the NASDAQ Global
Select Market for the periods indicated:
PART II
Fiscal Year Ended June 30, 2016
First quarter ended September 30, 2015..................................................... $
Second quarter ended December 31, 2015 ................................................. $
Third quarter ended March 31, 2016.......................................................... $
Fourth quarter ended June 30, 2016 ........................................................... $
Fiscal Year Ended June 30, 2017
First quarter ended September 30, 2016..................................................... $
Second quarter ended December 31, 2016................................................. $
Third quarter ended March 31, 2017.......................................................... $
Fourth quarter ended June 30, 2017 ........................................................... $
High
6.82
6.30
4.35
3.84
High
4.06
4.32
4.23
4.63
$
$
$
$
$
$
$
$
Low
4.87
4.23
2.65
2.82
Low
2.81
2.61
2.96
3.44
On August 31, 2017, the closing price as reported on the NASDAQ Global Select Market of our common stock was $5.35 per
share and we had approximately 87 stockholders of record of our common stock.
We have never declared or paid, and do not anticipate declaring or paying, any dividends on our common stock. Any future
determination as to the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend
on then existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business
prospects and other factors our board of directors may deem relevant.
For equity compensation plan information refer to Item 12 in Part III of this Annual Report on Form 10-K.
Stock Repurchase Program
In November 2016, our Board of Directors authorized a stock repurchase program to repurchase up to 750,000 outstanding
shares of our common stock with an expiration date of November 2017. Repurchases under this program took place in the open
market and were made under a Rule 10b5-1 plan. There is no guarantee as to the exact number of shares that will be repurchased by
us, and we may discontinue repurchases at any time.
The following table summarizes the stock repurchase activity in fiscal year 2017 and the number of shares that may yet be
purchased pursuant to our stock repurchase program that was available as of June 30, 2017:
Period
November 1, 2016 - November 30, 2016 .....
December 1, 2016 - December 31, 2016 ....
January 1, 2017 - January 31, 2017...........
February 1, 2017 - February 28, 2017.......
March 1, 2017 - March 31, 2017...............
April 1, 2017 - April 30, 2017...................
May 1, 2017 - May 31, 2017 .....................
June 1, 2017 - June 30, 2017 .....................
Total...........................................................
Total Number of
Shares Purchased
Weighted Average
Price Paid Per Share (1)
Total Number of
Shares Purchased as
Part of Publicly
Announced Program
Maximum Number of
Shares that May Yet Be
Purchased Under the
Program
250,979 $
93,044
187,500
—
—
64,077
108,009
15,414
719,023 $
2.92
3.21
3.82
—
—
3.86
3.77
3.92
3.43
250,979
93,044
187,500
—
—
64,077
108,009
15,414
719,023
499,021
405,977
218,477
218,477
218,477
154,400
46,391
30,977
(1) Excludes $0.03 per share broker commission.
Performance Graph
The following performance graph shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange
Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise
27
subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of QuinStreet, Inc.
under the Securities Act of 1933, as amended, or the Exchange Act.
The following performance graph shows a comparison from June 30, 2012 through June 30, 2017 of cumulative total return for
our common stock, the NASDAQ Composite Index and the RDG Internet Composite Index. Such returns are based on historical
results and are not intended to suggest future performance. Data for the NASDAQ Composite Index and the RDG Internet Composite
Index assume reinvestment of dividends.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among QuinStreet, Inc., the NASDAQ Composite Index
and the RDG Internet Composite Index
$350
$300
$250
$200
$150
$100
$50
$0
6/12
6/13
6/14
6/15
6/16
6/17
QuinStreet, Inc.
NASDAQ Composite
RDG Internet Composite
*$100 invested on 6/30/12 in stock or index, including reinvestment of dividends.
Fiscal year ending June 30.
Recent Sales of Unregistered Securities
There were no unregistered sales of our equity securities in fiscal year 2017.
28
Item 6.
Selected Consolidated Financial Data
The following selected consolidated financial data should be read together with “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and with the consolidated financial statements and accompanying notes appearing
elsewhere in this report. The selected consolidated financial data in this section is not intended to replace our consolidated financial
statements and the accompanying notes. The results of acquired businesses have been included in our consolidated financial
statements since their respective dates of acquisition. Our historical results are not necessarily indicative of our future results and any
interim results are not necessarily indicative of the results for a full fiscal year.
We derived the consolidated statements of operations data for the fiscal years ended June 30, 2017, 2016 and 2015 and the
consolidated balance sheets data as of June 30, 2017 and 2016 from our audited consolidated financial statements appearing elsewhere
in this report. The consolidated statements of operations data for the fiscal years ended June 30, 2014 and 2013 and the consolidated
balance sheets data as of June 30, 2015, 2014 and 2013 are derived from our audited consolidated financial statements, which are not
included in this report.
2017
2016
Fiscal Year Ended June 30,
2015
(In thousands, except per share data)
2014
2013
Consolidated Statements of Operations Data:
Net revenue ............................................................................ $
Cost of revenue (1) ..................................................................
Gross profit ............................................................................
Operating expenses: (1)
Product development ........................................................
Sales and marketing..........................................................
General and administrative...............................................
Impairment of goodwill....................................................
Restructuring charges .......................................................
Total operating expenses........................................................
Operating loss ........................................................................
Interest income.......................................................................
Interest expense......................................................................
Other (expense) income, net ..................................................
Interest and other expense, net...............................................
Loss before taxes....................................................................
Benefit from (provision for) taxes .........................................
Net loss................................................................................... $
Net loss per share: (2)
299,785 $
269,409
30,376
297,706 $
270,963
26,743
282,140 $
252,002
30,138
282,549 $
241,907
40,642
305,101
251,591
53,510
13,476
9,189
15,934
—
2,441
41,040
(10,664)
138
(346)
(2,416)
(2,624)
(13,288)
1,080
(12,208) $
16,431
12,020
17,166
—
—
45,617
(18,874)
61
(585)
112
(412)
(19,286)
(134)
(19,420) $
17,948
14,544
16,823
—
—
49,315
(19,177)
72
(3,818)
2,671
(1,075)
(20,252)
244
19,548
16,385
17,046
95,641
—
148,620
(107,978)
115
(3,825)
1,493
(2,217)
(110,195)
(36,209)
(20,008) $ (146,404) $
19,048
14,705
16,226
92,350
—
142,329
(88,819)
115
(5,200)
(69)
(5,154)
(93,973)
26,601
(67,372)
Basic ................................................................................. $
Diluted .............................................................................. $
(0.27) $
(0.27) $
(0.43) $
(0.43) $
(0.45) $
(0.45) $
(3.36) $
(3.36) $
(1.57)
(1.57)
Weighted-average shares used in computing net loss per share:
Basic .................................................................................
Diluted ..............................................................................
45,594
45,594
45,197
45,197
44,454
44,454
43,528
43,528
42,816
42,816
(1) Cost of revenue and operating expenses include stock-based compensation expense as follows:
Cost of revenue ...................................................................... $
Product development .............................................................
Sales and marketing ...............................................................
General and administrative ....................................................
Restructuring charges.............................................................
3,109 $
1,834
1,154
2,759
42
3,780 $
2,340
1,825
3,023
—
3,120 $
2,395
2,144
2,196
—
2,767 $
2,429
2,937
2,296
—
3,930
2,765
3,264
2,057
—
(2) See Note 3, Net Loss per Share, to our consolidated financial statements for an explanation of the method used to calculate basic
and diluted net loss per share of common stock.
29
Consolidated Balance Sheets Data:
Cash and cash equivalents ..................................................... $
Working capital......................................................................
Total assets.............................................................................
Long-term liabilities...............................................................
Total debt ...............................................................................
Total stockholders' equity ......................................................
2017
2016
June 30,
2015
(In thousands)
2014
2013
49,571 $
47,301
174,308
3,672
—
118,082
53,710 $
44,264
193,102
4,631
15,000
124,752
60,468 $
69,549
205,153
20,740
15,049
135,585
84,177 $
110,412
276,843
65,448
77,263
145,151
90,117
111,040
429,547
83,961
92,677
278,895
2017
2016
Fiscal Year Ended June 30,
2015
(In thousands)
2014
2013
Consolidated Statements of Cash Flows Data:
Net cash provided by operating activities.............................. $
Depreciation and amortization...............................................
Capital expenditures...............................................................
18,536 $
11,377
1,160
1,015 $
15,087
1,859
6,133 $
18,867
3,346
18,377 $
26,097
5,455
50,665
32,325
1,341
Other Financial Data:
Adjusted EBITDA (1) ............................................................. $
12,010 $
7,853 $
9,984 $
24,189 $
47,872
2017
2016
Fiscal Year Ended June 30,
2015
(In thousands)
2014
2013
(1) We define adjusted EBITDA as net loss less (benefit from) provision for taxes, depreciation expense, amortization expense, stock-
based compensation expense, interest and other expense, net, impairment of goodwill, restructuring and legal settlement expense.
Please see the “adjusted EBITDA” section within “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” for more information.
The following table presents a reconciliation of adjusted EBITDA to net loss calculated in accordance with U.S. generally
accepted accounting principles (GAAP), the most comparable GAAP measure, for each of the periods indicated:
2017
2016
Fiscal Year Ended June 30,
2015
(In thousands)
2014
2013
Net loss................................................................................... $
Interest and other expense, net...............................................
(Benefit from) provision for taxes .........................................
Depreciation and amortization...............................................
Stock-based compensation expense.......................................
Impairment of goodwill .........................................................
Restructuring..........................................................................
Legal settlement expense .......................................................
Adjusted EBITDA ................................................................. $
(12,208) $
2,624
(1,080)
11,377
8,856
—
2,441
—
12,010 $
(19,420) $
412
134
15,087
10,968
—
297
375
7,853 $
(20,008) $ (146,404) $
2,217
36,209
26,097
10,429
95,641
—
—
24,189 $
1,075
(244)
18,867
9,855
—
439
—
9,984 $
(67,372)
5,154
(26,601)
32,325
12,016
92,350
—
—
47,872
30
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with
the consolidated financial statements and the notes thereto included elsewhere in this report. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those
discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below
and elsewhere in this report, particularly in the sections titled “Special Note Regarding Forward-Looking Statements” and “Risk
Factors.”
Management Overview
We are a leader in performance marketing products and technologies. We specialize in customer acquisition for clients in high
value, information-intensive markets or “verticals,” including financial services, education, home services and business-to-business
technology. Our clients include some of the world’s largest companies and brands in those markets. While the majority of our
operations and revenue are in North America, we also have emerging businesses in Brazil and India.
We deliver measurable and cost-effective marketing results to our clients, typically in the form of a qualified lead, inquiry, click,
call, application, or customer. Leads, inquiries, clicks, calls, and applications can then convert into a customer or sale for clients at a
rate that results in an acceptable marketing cost to them. We are typically paid by clients when we deliver qualified leads, inquiries,
clicks, calls, applications, or customers as defined by our agreements with them. References to the delivery of customers means a sale
or completed customer transaction (e.g., bound insurance policies or customer appointments with clients). Because we bear the costs
of media, our programs must result in attractive marketing costs to our clients at media costs and margins that provide sound financial
outcomes for us. To deliver leads, inquiries, clicks, calls, applications, and customers to our clients, generally we:
•
•
•
•
own or access targeted media through business arrangements (e.g., revenue sharing arrangements) or by purchasing media
(e.g., clicks from major search engines);
run advertisements or other forms of marketing messages and programs in that media to create visitor responses typically in
the form of leads or inquiries (e.g., contact information), clicks (to further qualification or matching steps, or to online client
applications or offerings), calls (to our owned and operated call centers or that of our clients or their agents), applications
(e.g., for enrollment or a financial product), or customers (e.g., bound insurance policies);
match these leads, inquiries, clicks, calls, applications, or customers to client offerings or brands that we believe can meet
visitor interests or needs and client targets and requirements; and
optimize client matches and media costs such that we achieve desired results for clients and a sound financial outcome for us.
Our primary financial objective has been and remains creating revenue growth from sustainable sources, at target levels of
profitability. Our primary financial objective is not to maximize profits, but rather to achieve target levels of profitability while
investing in various growth initiatives, as we continue to believe we are in the early stages of a large, long-term market opportunity.
Our business derives its net revenue from fees earned through the delivery of qualified leads, inquiries, clicks, calls,
applications, or customers and, to a lesser extent, display advertisements, or impressions. Through a vertical focus, targeted media
presence and our technology platform, we are able to deliver targeted, measurable marketing results to our clients.
Our two largest client verticals are financial services and education. Our financial services client vertical represented 62%, 52%
and 42% of net revenue in fiscal years 2017, 2016 and 2015. Our education client vertical represented 24%, 30% and 38% of net
revenue in fiscal years 2017, 2016 and 2015. Our other client verticals, consisting of home services, business-to-business technology
and medical, represented 14%, 18% and 20% of net revenue in fiscal years 2017, 2016 and 2015. We generated the majority of our
revenue from sales to clients in the United States.
Trends Affecting our Business
Client Verticals
To date, we have generated the majority of our revenue from clients in our financial services and education client verticals. We
expect that a majority of our revenue in fiscal year 2018 will also be generated from clients in these client verticals. In addition,
revenue from our financial services client vertical is expected to increase as a percentage of our total revenue.
Our financial services client vertical has been challenged by a number of factors in the past, including the limited availability of
high quality media at acceptable margins caused by acquisition of media sources by competitors, increased competition for high
31
quality media and changes in search engine algorithms. These effects may impact our business in the future again. To offset this
impact, we have broadened our product set with enhanced click, lead, call and policy products that have enabled better monetization to
provide greater access to high quality media sources. Moreover, we have entered into strategic partnerships to increase and diversify
our access to quality media and client budgets.
Our education client vertical has been significantly challenged by regulations and enforcement activity affecting U.S. for-profit
education institutions over the past several years. For example, in July 2015, the Federal Trade Commission initiated an investigation
of a publicly traded U.S. for-profit education client with respect to its recruiting and enrollment practices. These and other similar
regulatory and enforcement activities have affected and are expected to continue to affect our clients’ businesses and marketing
practices, which have and may continue to, result in a decrease in these clients’ spending with us and other vendors and fluctuations in
the volume and mix of our business with these clients. To offset the impact these regulatory and investigative activities have had on
the U.S. for-profit education clients, we have broadened our product set from our traditional lead business with the addition of better
qualified and matched leads or inquiries, clicks and calls; we believe these new enhanced products better match U.S. for-profit
education client needs in the current regulatory environment. We have also broadened our markets in education to include not-for-
profit schools and international markets in Brazil and India. Moreover, we have entered into strategic partnerships to increase and
diversify our access to quality media and client budgets.
Development, Acquisition and Retention of High Quality Targeted Media
One of the primary challenges of our business is finding or creating media that is high quality and targeted enough to attract
prospects for our clients at costs that provide a sound financial outcome for us. In order to grow our business, we must be able to find,
develop and retain quality targeted media on a cost-effective basis. Consolidation of media sources, changes in search engine
algorithms and increased competition for available media has, during some periods, limited and may continue to limit our ability to
generate revenue at acceptable margins. To offset this impact, we have developed new sources of media, including entering into
strategic partnerships with other marketing and media companies. Such partnerships include takeovers of performance marketing
functions for large web media properties; backend monetization of unmatched traffic for clients with large media buys; and white
label products for other performance marketing companies. We have also focused on growing our revenue from mobile and social
media traffic sources.
Seasonality
Our results are subject to significant fluctuation as a result of seasonality. In particular, our quarters ending December 31 (our
second fiscal quarter) are typically characterized by seasonal weakness. In our second fiscal quarters, there is lower availability of lead
supply from some forms of media during the holiday period on a cost effective basis and some of our clients have lower budgets. In
our quarters ending March 31 (our third fiscal quarter), this trend generally reverses with better lead availability and often new
budgets at the beginning of the year for our clients with fiscal years ending December 31.
Our results are also subject to fluctuation as a result of seasonality in our clients’ business. For example, revenue in our clients’
lending businesses is subject to cyclical and seasonal trends. Home sales typically rise during the spring and summer months and
decline during the fall and winter months, while refinancing and home equity activity is principally driven by mortgage interest rates
as well as real estate values. Other factors affecting our clients’ businesses include macro factors such as credit availability in the
market, the strength of the economy and employment.
Regulations
Our revenue has fluctuated in part as a result of federal, state and industry-based regulations and developing standards with
respect to the enforcement of those regulations. Our business is affected directly because we operate websites and conduct
telemarketing and email marketing, and indirectly affected as our clients adjust their operations as a result of regulatory changes and
enforcement activity that affect their industries.
Clients in our financial services vertical have been affected by laws and regulations and the increased enforcement of new and
pre-existing laws and regulations. In addition, our education client vertical has been significantly affected by the adoption of
regulations affecting U.S. for-profit education institutions over the past several years, and a high level of governmental scrutiny is
expected to continue. The effect of these regulations, or any future regulations, may continue to result in fluctuations in the volume
and mix of our business with these clients.
An example of a regulatory change that may affect our business is the amendment of the Telephone Consumer Protection Act
(the “TCPA”) that affects telemarketing calls. Our efforts to comply with the TCPA have thus far had a relatively small negative effect
on traffic conversion rates. However, our clients may make business decisions based on their own experiences with the TCPA
32
regardless of our products, and the changes we implemented to comply with the regulations. Those decisions may negatively affect
our revenue or profitability.
Basis of Presentation
Net Revenue
Our business generates revenue from fees earned through the delivery of qualified leads, inquiries, clicks, calls, applications,
customers and, to a lesser extent, display advertisements, or impressions. We deliver targeted and measurable results through a vertical
focus that we classify into the following client verticals: financial services, education and “other” (which includes home services,
business-to-business technology and medical).
Cost of Revenue
Cost of revenue consists primarily of media and marketing costs, personnel costs, amortization of intangible assets, depreciation
expense and amortization of internal software development costs related to revenue-producing technologies. Media and marketing
costs consist primarily of fees paid to third-party publishers, media owners or managers, or to strategic partners that are directly
related to a revenue-generating event and of pay-per-click, or PPC, ad purchases from Internet search companies. We pay these third-
party publishers, media owners or managers, strategic partners and Internet search companies on a revenue-share, a cost-per-lead, or
CPL, cost-per-click, or CPC, or cost-per-thousand-impressions, or CPM, basis. Personnel costs include salaries, stock-based
compensation expense, bonuses, commissions and employee benefit costs. Personnel costs are primarily related to individuals
associated with maintaining our servers and websites, our call center operations, our editorial staff, client management, creative team,
content, compliance group and media purchasing analysts. Costs associated with software incurred in the development phase or
obtained for internal use are capitalized and amortized in cost of revenue over the software’s estimated useful life.
Operating Expenses
We classify our operating expenses into three categories: product development, sales and marketing, and general and
administrative. Our operating expenses consist primarily of personnel costs and, to a lesser extent, professional services fees, facilities
fees and other costs. Personnel costs for each category of operating expenses generally include salaries, stock-based compensation
expense, bonuses, commissions and employee benefit costs.
Product Development. Product development expenses consist primarily of personnel costs, facilities fees and professional
services fees related to the development and maintenance of our products and media management platform. We are constraining
expenses generally to the extent practicable.
Sales and Marketing. Sales and marketing expenses consist primarily of personnel costs, facilities fees and professional services
fees. We are constraining expenses generally to the extent practicable.
General and Administrative. General and administrative expenses consist primarily of personnel costs of our finance, legal,
employee benefits and compliance, technical support and other administrative personnel, as well as accounting and legal professional
services fees and facilities fees. We are constraining expenses generally to the extent practicable.
Interest and Other (Expense) Income, Net
Interest and other (expense) income, net, consists primarily of interest income, interest expense, and other income and expense.
Interest income represents interest earned on our cash, cash equivalents and marketable securities, which may increase or decrease
depending on market interest rates and the amounts invested. Interest expense is related to our term loan facility, revolving loan
facility, the related interest rate swap, promissory notes issued in connection with our acquisitions, and imputed interest on non-
interest bearing notes. We have no borrowing agreements outstanding as of June 30, 2017; however interest expense could increase if,
among other things, we enter into a new borrowing agreement to manage liquidity needs or make additional acquisitions through debt
financing. Other income and expense includes gains and losses on foreign currency exchange, gains and losses on sales of websites
and domain names that were not considered to be strategically important to our business, and other non-operating items.
Benefit from (Provision for) Income Taxes
We are subject to tax in the United States as well as other tax jurisdictions or countries in which we conduct business. Earnings
from our limited non-U.S. activities are subject to local country income tax and may be subject to U.S. income tax.
33
Results of Operations
The following table sets forth our consolidated statements of operations for the periods indicated:
2017
Fiscal Year Ended
2016
(In thousands)
2015
Net revenue .................................................................. $ 299,785
Cost of revenue (1)......................................................... 269,409
Gross profit...................................................................
30,376
Operating expenses: (1)
Product development ..............................................
13,476
Sales and marketing ................................................
9,189
General and administrative .....................................
15,934
Restructuring charges .............................................
2,441
Operating loss...............................................................
(10,664)
Interest income .............................................................
138
Interest expense ............................................................
(346)
Other (expense) income, net.........................................
(2,416)
Loss before taxes ..........................................................
(13,288)
1,080
Benefit from (provision for) taxes................................
Net loss......................................................................... $ (12,208)
100.0% $ 297,706
270,963
26,743
89.9
10.1
100.0% $ 282,140
252,002
30,138
91.0
9.0
100.0%
89.3
10.7
4.4
16,431
3.1
12,020
5.3
17,166
0.8
—
(3.5)
(18,874)
—
61
(0.1)
(585)
(0.8)
112
(4.4)
(19,286)
(134)
0.3
(4.1)% $ (19,420)
5.5
4.0
5.8
—
(6.3)
—
(0.2)
—
(6.5)
—
17,948
14,544
16,823
—
(19,177)
72
(3,818)
2,671
(20,252)
244
(6.5)% $ (20,008)
6.4
5.1
6.0
—
(6.8)
—
(1.3)
0.9
(7.2)
0.1
(7.1)%
(1) Cost of revenue and operating expenses include stock-based compensation expense as follows:
Cost of revenue ............................................................. $
Product development ....................................................
Sales and marketing......................................................
General and administrative ...........................................
Restructuring charges ...................................................
3,109
1,834
1,154
2,759
42
1.0% $
0.6
0.4
0.9
—
3,780
2,340
1,825
3,023
—
1.3% $
0.8
0.6
1.0
—
3,120
2,395
2,144
2,196
—
1.1%
0.8
0.8
0.8
—
Gross Profit
2017
Fiscal Year Ended June 30,
2016
(In thousands)
2015
2017 - 2016
% Change
2016 - 2015
% Change
Net revenue ............................................................................ $ 299,785 $ 297,706 $ 282,140
252,002
Cost of revenue.......................................................................
30,138
Gross profit............................................................................. $
270,963
26,743 $
269,409
30,376 $
1%
(1%)
14%
6%
8%
(11%)
Net Revenue
Net revenue increased $2.1 million, or 1%, in fiscal year 2017 compared to fiscal year 2016. Our financial services client
vertical revenue increased $29.6 million, or 19%, primarily due to our enhanced product set that provides greater segmentation,
transparency, and right pricing of media which have enabled access to more media and client budgets and to additional strategic
partnerships that have increased and diversified our access to quality media and client budgets. Our education client vertical revenue
decreased $18.0 million, or 20%, primarily due to exits from the channel of some for-profit education clients, decreased client demand
as a result of client initiatives which include campus closures and discontinuation of certain education programs and lower budgets
from certain education clients. Revenue from other client verticals decreased $9.5 million, or 18%, primarily due to decreased client
demand in our business-to-business technology and medical client verticals, partially offset by increased client demand in our home
services client vertical.
Net revenue increased $15.6 million, or 6%, in fiscal year 2016 compared to fiscal year 2015. Our financial services client
vertical revenue increased $36.0 million, or 30%, primarily due to the continued rollout of our enhanced products and media
management platform and to strategic partnerships that have increased and diversified our access to quality media and client budgets.
Our education client vertical revenue decreased $16.3 million, or 15%, primarily due to the exit from the channel by a large U.S. for-
34
profit education client. Revenue from other client verticals decreased $4.1 million, or 7%, primarily due to decreased client demand in
our business-to-business technology, partially offset by increased client demand in our home services client vertical.
Cost of Revenue and Gross Profit Margin
Cost of revenue decreased $1.6 million, or 1%, in fiscal year 2017 compared to fiscal year 2016, driven by decreased personnel
costs of $5.6 million, decreased amortization of intangible assets of $2.7 million, decreased stock-based compensation expense of $0.7
million and decreased depreciation expense of $0.5 million, partially offset by increased media and marketing costs of $8.2 million.
The decrease in personnel costs is primarily related to our corporate restructuring announced in November 2016 and decreased
incentive compensation associated with the lower achievement of performance objectives. The decrease in amortization of intangible
assets is attributable to assets from historical acquisitions becoming fully amortized and decreased spending in recent periods. The
increase in media and marketing costs is primarily due to higher revenue volumes from our financial services client vertical, which
tend to have higher media and marketing costs as a percentage of revenue. Gross profit margin was 10% in fiscal year 2017 compared
to 9% in fiscal year 2016. The increase in gross profit margin was attributable to decreased personnel costs and decreased amortization
of intangible assets, partially offset by a higher proportion of our revenue coming from our financial services client vertical, which
tend to have higher media and marketing costs as a percentage of revenue.
Cost of revenue increased $19.0 million, or 8%, in fiscal year 2016 compared to fiscal year 2015, driven by increased media and
marketing costs of $22.4 million and increased stock-based compensation expense of $0.7 million, offset by decreased amortization of
intangible assets of $3.6 million. The increased media and marketing costs were due to higher revenue volumes. The decreased
amortization of intangible assets were related to historical acquisitions becoming fully amortized and reduced spending on acquisitions
in recent periods. Gross profit margin was 9% in fiscal year 2016 compared to 11% in fiscal year 2015. The decrease in gross profit
margin was attributable to a higher proportion of our revenue coming from our financial services client vertical, which tend to have
higher media and marketing costs as a percentage of revenue, partially offset by decreased amortization of intangible assets.
Operating Expenses
2017
Fiscal Year Ended June 30,
2016
(In thousands)
2015
2017 - 2016
% Change
2016 - 2015
% Change
Product development.............................................................. $
Sales and marketing ...............................................................
General and administrative.....................................................
Restructuring charges .............................................................
Operating expenses ................................................................ $
13,476 $
9,189
15,934
2,441
41,040 $
16,431 $
12,020
17,166
—
45,617 $
17,948
14,544
16,823
—
49,315
(18%)
(24%)
(7%)
100%
(10%)
(8%)
(17%)
2%
—
(7%)
Product Development Expenses
Product development expenses decreased $3.0 million, or 18%, in fiscal year 2017 compared to fiscal year 2016, primarily due
to decreased personnel costs of $1.9 million and decreased stock-based compensation expense of $0.5 million. The decrease in
personnel costs was related to our corporate restructuring announced in November 2016 and decreased performance incentive
compensation associated with the lower achievement of performance objectives.
Product development expenses decreased $1.5 million, or 8%, in fiscal year 2016 compared to fiscal year 2015, primarily due to
decreased personnel costs of $1.8 million related to decreased headcount and decreased performance incentive compensation
associated with the lower achievement of performance objectives.
Sales and Marketing Expenses
Sales and marketing expenses decreased $2.8 million, or 24%, in fiscal year 2017 compared to fiscal year 2016, primarily due to
decreased personnel costs of $1.7 million and decreased stock-based compensation expense of $0.7 million. The decrease in personnel
costs was related to our corporate restructuring announced in November 2016 and decreased performance incentive compensation
associated with the lower achievement of performance objectives.
Sales and marketing expenses decreased $2.5 million, or 17%, in fiscal year 2016 compared to fiscal year 2015, primarily due to
decreased personnel costs of $1.5 million related to decreased headcount and decreased performance incentive compensation
associated with the lower achievement of performance objectives and decreased advertising costs of $0.4 million.
35
General and Administrative Expenses
General and administrative expenses decreased $1.2 million, or 7%, in fiscal year 2017 compared to fiscal year 2016, primarily
due to decreased personnel costs of $0.7 million and decreased litigation expense of $0.5 million. The decrease in personnel costs was
related to our corporate restructuring announced in November 2016 and decreased performance incentive compensation associated
with the lower achievement of performance objectives. The decrease in litigation expense was due to lower legal settlements.
General and administrative expenses increased $0.3 million, or 2%, in fiscal year 2016 compared to fiscal year 2015.
Restructuring Charges
In November 2016, we announced a corporate restructuring in order to accelerate margin expansion and grow cash flow. As a
result, we recognized total cash and non-cash restructuring costs of $2.4 million related to employee severance and benefits in fiscal
year 2017, which was paid during the fiscal year using existing cash on hand. The corporate restructuring was complete as of June 30,
2017 and is expected to reduce operating costs by approximately $17 million annually, primarily from personnel costs in cost of
revenue and product development. Benefits from the restructuring took effect starting in the three months ended December 31, 2016.
Interest and Other Expense, Net
Interest income ....................................................................... $
Interest expense ......................................................................
Other (expense) income, net...................................................
Interest and other expense, net ............................................... $
138 $
(346)
(2,416)
(2,624) $
61 $
(585)
112
(412) $
72
(3,818)
2,671
(1,075)
126%
(41%)
(2257%)
537%
(15%)
(85%)
(96%)
(62%)
2017
Fiscal Year Ended June 30,
2016
(In thousands)
2015
2017 - 2016
% Change
2016 - 2015
% Change
Interest income was immaterial in fiscal years 2017, 2016 and 2015.
Interest expense decreased $0.2 million, or 41% in fiscal year 2017 compared to fiscal year 2016, and $3.2 million, or 85%, in
fiscal year 2016 compared to fiscal year 2015, primarily due to decreased debt obligations.
Other (expense) income, net decreased $2.5 million in fiscal year 2017 compared to fiscal year 2016, primarily due to the
impairment of our investment in a privately held entity of $2.5 million.
Other (expense) income, net decreased $2.6 million, or 96% in fiscal year 2016 compared to fiscal year 2015, primarily due to a
decrease in gains on the sale of domain names that were not considered to be strategically important to our business of $3.2 million,
partially offset by an expense of $0.3 million recognized in fiscal year 2015 related to the termination of the interest rate swap.
Benefit from (Provision for) Taxes
2017
Fiscal Year Ended June 30,
2016
(In thousands)
2015
Benefit from (provision for) taxes .................................................................... $
Effective tax rate ...............................................................................................
1,080
$
8.1%
(134)
$
(0.7%)
244
1.2%
We recorded a benefit from taxes of $1.1 million in fiscal year 2017, primarily as a result of a tax refund from an amended state
tax return filing.
We recorded a provision for taxes of $0.1 million in fiscal year 2016 primarily due to the outcome of a state tax examination,
partially offset by the release of uncertain tax position reserves due to the expiration of the statute of limitations.
We recorded a benefit from taxes of $0.2 million in fiscal year 2015 primarily due to the carryback of prior year tax losses.
Our effective tax rate was 8.1% in fiscal year 2017 compared to (0.7%) in fiscal year 2016 and 1.2% in fiscal year 2015. Due to
the effects of our deferred tax asset valuation allowance and our net operating loss, our annual effective tax rate was not meaningful as
our income tax amounts were not directly correlated to the amount of loss before income taxes for the periods.
36
Selected Quarterly Financial Data
The following table sets forth our unaudited quarterly condensed consolidated statements of operations for the eight quarters
ended June 30, 2017. We have prepared the statements of operations for each of these quarters on the same basis as the audited
consolidated financial statements included elsewhere in this report and, in the opinion of management, each statement of operations
includes all adjustments, consisting solely of normal recurring adjustments, necessary for the fair statement of the results of operations
for these periods. This information should be read in conjunction with the audited consolidated financial statements and related notes
included elsewhere in this report. These quarterly operating results are not necessarily indicative of our operating results for any future
period.
June 30,
2017
Mar 31,
Dec 31,
Sept 30,
2017
2016
2016
June 30,
2016
Mar 31,
Dec 31,
Sept 30,
2016
2015
2015
Three Months Ended
(In thousands, except per share data)
(unaudited)
Net revenue ........................................ $ 81,532 $ 79,205 $ 65,610 $ 73,438 $ 79,113 $ 81,243 $ 64,961 $ 72,389
65,918
Costs of revenue .................................
Gross profit.........................................
6,471
Operating expenses:
61,657
3,953
71,743
7,370
70,606
10,926
69,338
9,867
67,808
5,630
72,956
8,287
60,346
4,615
Product development ....................
Sales and marketing ......................
General and administrative ...........
Restructuring charges ...................
Operating income (loss) .....................
Interest income ...................................
Interest expense ..................................
Other (expense) income, net...............
(Loss) income before taxes ................
(Provision for) benefit from taxes ......
Net (loss) income ............................... $ (1,368) $
3,061
2,188
4,086
—
1,591
39
(24)
(2,668)
(1,062)
(306)
4,444
3,930
3,147
3,622
2,518
2,243
4,220
4,460
4,023
—
—
38
(5,815)
(3,538)
416
6
22
42
(133)
(152)
(31)
(57)
(8)
142
(5,999)
(3,676)
569
10
(365)
343
579 $ (7,850) $ (3,569) $ (3,333) $ (3,265) $ (6,458) $ (6,364)
3,314
2,168
3,794
2,403
(7,726)
36
(135)
(25)
(7,850)
—
3,954
2,590
4,031
—
(4,945)
21
(156)
135
(4,945)
1,376
4,214
2,898
4,348
—
(3,173)
23
(155)
112
(3,193)
(72)
3,843
2,982
4,138
—
(6,348)
10
(145)
65
(6,418)
(40)
Net (loss) income per share: (1)
Basic ................................................... $ (0.03) $
Diluted................................................ $ (0.03) $
0.01 $ (0.17) $ (0.08) $ (0.07) $ (0.07) $ (0.14) $ (0.14)
0.01 $ (0.17) $ (0.08) $ (0.07) $ (0.07) $ (0.14) $ (0.14)
Other Financial Data:
Adjusted EBITDA.............................. $ 6,057 $ 5,191 $
(273) $ 1,035 $ 3,016 $ 3,543 $
158 $ 1,136
(1) Net (loss) income per share for the four quarters of each fiscal year may not sum to the total for the fiscal year as a result of the
different number of shares outstanding during each period.
During the quarter ended June 30, 2017, we identified an error related to the recognition of a non-standard revenue credit
included in the unaudited condensed consolidated financial statements for the quarterly periods ended September 30, 2016, December
31, 2016 and March 31, 2017. Specifically, the error resulted in an overstatement to revenue of $0.5 million for the quarterly period
ended September 30, 2016 and an understatement to revenue for the quarterly periods ended December 31, 2016, March 31, 2017 and
June 30, 2017 of $0.1 million, $0.1 million and $0.3 million. We have assessed the impact of the error individually and in the
aggregate in accordance with the Securities and Exchange Commission’s Staff Accounting Bulletin No. 99 and 108 and, based on an
analysis of quantitative and qualitative factors have concluded that such amounts were not material to our September 30, 2016,
December 31, 2016 and March 31, 2017 quarterly condensed consolidated financial statements. Additionally, the impact of correcting
this error as an out-of-period correction in the three months ended June 30, 2017 was not material. Therefore, these previously issued
financial statements can continue to be relied upon and amendments of the previously filed Quarterly Reports on Form 10-Q were not
required.
Adjusted EBITDA
We include adjusted EBITDA in this report because (i) we seek to manage our business to a level of adjusted EBITDA as a
percentage of net revenue, (ii) is used internally by management for planning purposes, including preparation of internal budgets; to
37
allocate resources; to evaluate the effectiveness of operational strategies and capital expenditures as well as the capacity to service
debt, (iii) it is a key basis upon which management assesses our operating performance, (iv) it is one of the primary metrics investors
use in evaluating Internet marketing companies, (v) it is a factor in determining compensation, and (vi) it is an element of certain
financial covenants under our historical borrowing arrangements. We define adjusted EBITDA as net (loss) income less (provision
for) benefit from taxes, depreciation expense, amortization expense, stock-based compensation expense, interest and other (expense)
income, net, restructuring and legal settlement expense.
We use adjusted EBITDA as a key performance measure because we believe it facilitates operating performance comparisons
from period to period by excluding potential differences caused by variations in capital structures (affecting interest expense), tax
positions (such as the impact on periods or companies of changes in effective tax rates or fluctuations in permanent differences or
discrete quarterly items), non-recurring charges (such as restructuring and legal settlement expense) and the non-cash impact of
depreciation expense, amortization expense and stock-based compensation expense.
In addition, we believe adjusted EBITDA and similar measures are widely used by investors, securities analysts, ratings
agencies and other interested parties in our industry as a measure of financial performance, debt-service capabilities and as a metric
for analyzing company valuations. Our use of adjusted EBITDA has limitations as an analytical tool, and it should not be considered
in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:
•
•
•
•
•
•
•
adjusted EBITDA does not reflect our cash expenditures for capital equipment or other contractual commitments;
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be
replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements;
adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
adjusted EBITDA does not consider the potentially dilutive impact of issuing stock-based compensation to our
management team and employees;
should we enter into borrowing arrangements in the future, adjusted EBITDA does not reflect the interest expense or the
cash requirements that may be necessary to service interest or principal payments on such indebtedness;
adjusted EBITDA does not reflect certain tax payments that may represent a reduction in cash available to us; and
other companies, including companies in our industry, may calculate adjusted EBITDA measures differently, which
reduces their usefulness as a comparative measure.
Due to these limitations, adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest
in the growth of our business. When evaluating our performance, adjusted EBITDA should be considered alongside other financial
performance measures, including various cash flow metrics, net (loss) income and our other GAAP results.
The following table presents a reconciliation of adjusted EBITDA to net loss (income), the most comparable GAAP measure,
for each of the periods indicated:
June 30,
2017
Mar 31,
2017
Dec 31,
2016
Sept 30,
2016
June 30,
2016
Mar 31,
2016
Dec 31,
2015
Sept 30,
2015
Three Months Ended
Net (loss) income ............................... $ (1,368) $
Interest and other expense (income),
net.................................................... 2,653
Provision for (benefit from) taxes......
306
Depreciation and amortization........... 2,394
Stock-based compensation expense... 2,072
—
Restructuring......................................
Legal settlement expense ...................
—
Adjusted EBITDA ............................. $ 6,057
(In thousands)
(unaudited)
579
$ (7,850) $ (3,569) $ (3,333) $ (3,265) $ (6,458) $ (6,364)
(153)
(10)
124
— (1,376)
—
138
(343)
2,660
2,077
38
—
$ 5,191
2,950 3,373
2,100 2,607
—
2,403
—
—
$ (273) $ 1,035
3,650
2,629
—
275
$ 3,016
20
72
3,721
2,816
79
100
$ 3,543
184
70
365
40
3,772 3,944
2,734 2,789
218
—
—
—
158 $ 1,136
$
Adjusted EBITDA as a percentage
of net revenue..................................
7%
7%
—
1%
4%
4%
—
2%
38
We seek to manage our business to a level of adjusted EBITDA as a percentage of net revenue. We do so on a fiscal year basis
by varying our operations to balance revenue growth and costs throughout the fiscal year. We do not seek to manage our business to a
level of adjusted EBITDA on a quarterly basis and we expect our adjusted EBITDA margins to vary from quarter to quarter.
Liquidity and Capital Resources
As of June 30, 2017, our principal sources of liquidity consisted of cash and cash equivalents of $49.6 million and cash we
expect to generate from future operations. Our cash and cash equivalents are maintained in highly liquid investments with remaining
maturities of 90 days or less at the time of purchase. We believe our cash equivalents are liquid and accessible.
Our short-term and long-term liquidity requirements primarily arise from our working capital requirements, capital
expenditures, internal software development costs and acquisitions from time to time. Our primary operating cash requirements
include the payment of media costs, personnel costs, costs of information technology systems and office facilities. Our ability to fund
these requirements will depend on our future cash flows, which are determined, in part, by future operating performance and are,
therefore, subject to prevailing global macroeconomic conditions and financial, business and other factors. Even though we may not
need additional funds to fund anticipated liquidity requirements, we may still elect to obtain additional debt or issue additional equity
securities for other reasons.
We believe that our principal sources of liquidity will be sufficient to satisfy our currently anticipated cash requirements through
at least the next 12 months.
Net cash provided by operating activities.......................................................... $
Net cash (used in) provided by investing activities ...........................................
Net cash used in financing activities..................................................................
18,536 $
(4,137)
(18,505)
1,015 $
(5,202)
(2,497)
6,133
33,270
(63,119)
2017
Fiscal Year Ended June 30,
2016
(In thousands)
2015
Net Cash Provided by Operating Activities
Cash from operating activities are primarily the result of our net loss adjusted for depreciation and amortization, stock-based
compensation expense, impairment of investment and changes in working capital components.
Cash provided by operating activities was $18.5 million for fiscal year 2017 compared to $1.0 million for fiscal year 2016 and
$6.1 million for fiscal year 2015.
Cash provided by operating activities in fiscal year 2017 consisted of a net loss of $12.2 million, which included a restructuring
charge of $2.4 million, offset by non-cash adjustments of $23.0 million. In addition, there was a net increase in cash from changes in
working capital of $7.8 million. The non-cash adjustments primarily consisted of depreciation and amortization of $11.4 million,
stock-based compensation expense of $8.9 million and impairment of investment of $2.5 million. The changes in working capital
accounts were primarily due to an increase in accounts payable and accrued liabilities of $4.2 million, primarily due to the timing of
cash payments, partially offset by a decrease in accrued performance incentive compensation of $2.0 million associated with the lower
achievement of performance objectives. The decrease in accounts receivable of $2.9 million was primarily due to the timing of cash
receipts.
Cash provided by operating activities in fiscal year 2016 consisted of a net loss of $19.4 million, which included a restructuring
charge of $0.3 million, offset by non-cash adjustments of $26.8 million. In addition, there was a net decrease in cash from changes in
working capital of $6.3 million. The non-cash adjustments primarily consisted of depreciation and amortization of $15.1 million,
stock-based compensation expense of $11.0 million, and provision for sales returns and doubtful accounts receivable of $0.8 million.
The changes in working capital accounts were primarily due to an increase in other assets, noncurrent of $8.2 million and an increase
in accounts receivable of $1.8 million, partially offset by a decrease in prepaid expenses and other assets of $4.5 million. The increase
in other assets, noncurrent, was primarily due to a one-time $10.0 million cash payment to All Web Leads, a strategic partner, to be
their exclusive click monetization partner for the majority of their insurance categories and the increase in accounts receivable was
primarily due to the timing of cash receipts. The decrease in prepaid expenses and other assets was primarily due to a cash receipt
from a federal tax refund of $6.5 million.
Cash provided by operating activities in fiscal year 2015 consisted of a net loss of $20.0 million, which included a restructuring
charge of $0.4 million, offset by non-cash adjustments of $26.6 million. In addition, there was a net decrease in cash from changes in
working capital of $0.4 million. The non-cash adjustments primarily consisted of depreciation and amortization of $18.9 million,
39
stock-based compensation expense of $9.9 million, and gain on the sale of domain names that were not considered to be strategically
important to our business of $3.3 million. The changes in working capital accounts were primarily due to an increase in accounts
receivable of $4.4 million, partially offset by an increase in accounts payable and accrued liabilities of $2.4 million and a decrease in
net deferred taxes of $1.8 million. The increase in accounts receivable as well as the increase in accounts payable and accrued
liabilities were primarily due to the timing of payments.
Net Cash (Used in) Provided by Investing Activities
Cash from investing activities include capital expenditures, capitalized internal development costs, and purchases, sales and
maturities of marketable securities.
Cash used in investing activities was $4.1 million for fiscal year 2017, compared to cash used in investing activities of $5.2
million for fiscal year 2016 and cash provided by investing activities of $33.3 million for fiscal year 2015.
Cash used in investing activities in fiscal year 2017 was primarily due to capital expenditures and internal software development
costs of $3.3 million and an increase in restricted cash of $0.8 million held as collateral for letters of credit related to our corporate
headquarters’ operating lease and fidelity bonds placed with an insurance company.
Cash used in investing activities in fiscal year 2016 was primarily due to capital expenditures and internal software development
costs of $5.3 million.
Cash provided by investing activities in fiscal year 2015 was primarily due to net sales and maturities of marketable securities of
$38.7 million and proceeds from the sale of domain names that were not considered to be strategically important to our business of
$3.4 million, offset by capital expenditures and internal software development costs of $5.7 million and a purchase of an investment of
$2.5 million.
Net Cash Used in Financing Activities
Cash from financing activities include repayments on loan facilities and acquisition-related notes payable, repurchases of
common stock, withholding taxes related to the release of restricted stock, net of share settlement, proceeds from revolving loan
facility and proceeds from the exercise of stock options.
Cash used in financing activities was $18.5 million for fiscal year 2017 compared to $2.5 million for fiscal year 2016 and $63.1
million for fiscal year 2015.
Cash used in financing activities in fiscal year 2017 was due to repayment of the revolving loan facility of $15.0 million,
repurchases of common stock of $2.5 million and withholding taxes related to the release of restricted stock, net of share settlement of
$1.0 million.
Cash used in financing activities in fiscal year 2016 was primarily due to withholding taxes related to the release of restricted
stock, net of share settlement of $2.5 million.
Cash used in financing activities in fiscal year 2015 was primarily due to principal payments on our term loan facility and
acquisition-related notes payable of $78.0 million and withholding taxes related to restricted stock net share settlement of $1.2 million,
offset by proceeds from the revolving loan facility of $15.0 million and exercises of stock options of $1.3 million.
Off-Balance Sheet Arrangements
During the periods presented, we did not have any relationships with unconsolidated entities or financial partnerships, such as
entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of
facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. We have an investment in a variable
interest entity of which we are not the primary beneficiary and as to which we do not have any material obligations.
40
Contractual Obligations
The following table sets forth payments due under our contractual obligations as of June 30, 2017:
Operating Leases ....................................................... $
5,755 $
3,660 $
2,049 $
46 $
—
Total
Less than 1 Year
1-3 Years
(In thousands)
3-5 Years
More than 5 Years
The above table does not include approximately $2.1 million of long-term income tax liabilities for uncertainty in income taxes
due to the fact that we are unable to reasonably estimate the timing of these potential future payments.
Loan Facility
In fiscal year 2017, we were party to a credit agreement with Comerica Bank, as administrative agent and sole lender, which
consisted of a $25.0 million revolving loan facility bearing interest at a rate of the Eurodollar rate plus 3.00%. The revolving loan
facility expired on June 11, 2017 with no outstanding balance at the time of expiration. As of June 30, 2016, $15.0 million was
outstanding under the revolving loan facility.
Headquarters Lease
We entered into a lease agreement in February 2010 for approximately 63,998 square feet of office space located at 950 Tower
Lane, Foster City, California. The term of the lease began on November 1, 2010 and expires on October 31, 2018. The monthly base
rent was abated for the first 12 calendar months under the lease, and remained at $0.1 million through the 24th calendar month of the
term of the lease. After this 24 month period, monthly base rent increased to $0.2 million for the subsequent 12 months and now
increases approximately 3% after each 12-month anniversary during the remaining term, including any extensions under our options to
extend. We have two options to extend the term of the lease for one additional year for each option following the expiration date of the
lease or renewal term, as applicable.
Critical Accounting Policies and Estimates
We have prepared our consolidated financial statements in conformity with accounting principles generally accepted in the
United States of America (“GAAP”). In doing so, we are required to make estimates and assumptions that affect the reported amounts
of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of
revenue and expenses during the reporting period.
Some of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to
future events. We base these estimates and assumptions on historical experience or on various other factors that we believe to be
reasonable and appropriate under the circumstances. On an ongoing basis, we reconsider and evaluate our estimates and assumptions.
Actual results may differ significantly from these estimates.
We believe that the critical accounting policies listed below involve our more significant judgments, estimates and assumptions
and, therefore, could have the greatest potential impact on our consolidated financial statements. In addition, we believe that a
discussion of these policies is necessary to understand and evaluate the consolidated financial statements contained in this report.
See Note 2, Summary of Significant Accounting Principles, of our consolidated financial statements for further information on
our critical and other significant accounting policies.
Revenue Recognition
Revenue earned through the delivery of qualified leads, inquiries, clicks, calls, applications, customers and, to a lesser extent,
display advertisements, or impressions constituted all revenue in fiscal years 2017 and 2016, and more than 99% of revenue in fiscal
year 2015. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or
determinable and collectability is reasonably assured. Delivery is deemed to have occurred at the time a qualified lead, inquiry, click,
call, application, or customer is delivered to the client provided that no significant obligations remain.
Under our revenue recognition policies, we allocate revenue in an arrangement using the estimated selling price (“ESP”) of
deliverables if vendor-specific objective evidence (“VSOE”) of selling price based on historical stand-alone sales or third-party
evidence (“TPE”) of selling price does not exist. Due to the unique nature of some of our multiple deliverable revenue arrangements,
we may not be able to establish selling prices based on historical stand-alone sales or third-party evidence, therefore we may use our
41
best estimate to establish selling prices for these arrangements under the standard. We establish best estimates within a range of selling
prices considering multiple factors including, but not limited to, factors such as class of client, size of transaction, available media
inventory, pricing strategies and market conditions. We believe the use of the best estimate of selling price allows revenue recognition
in a manner consistent with the underlying economics of the transaction.
From time to time, we may agree to credit a client for certain leads, inquiries, clicks, calls, applications, or customers if they fail
to meet the contractual or other guidelines of a particular client. We have established a sales reserve based on historical experience. To
date, such credits have been within our expectations.
Separately from the agreements we have with clients, we have agreements with Internet search companies, third-party
publishers and strategic partners to generate potential qualified leads, inquiries, clicks, calls, applications, or customers. We receive a
fee from our clients and separately pay a fee to the Internet search companies, third-party publishers and strategic partners. We are the
primary obligor in the transaction. As a result, the fees paid by our clients are recognized as revenue and the fees paid to our Internet
search companies, third-party publishers and strategic partners are included in cost of revenue.
Deferred revenue is comprised of contractual billings in excess of recognized revenue and payments received in advance of
revenue recognition.
Stock-Based Compensation
We measure and record the expense related to stock-based transactions based on the fair value of the stock-based payment
awards as determined on the date of grant. The fair value of restricted stock units with a service condition is determined based on the
closing price of our common stock on the date of grant. For stock options, we have selected and used the Black-Scholes option pricing
model to estimate the fair value. For restricted stock units with a service and market condition, we have selected and used the Monte
Carlo simulation model to estimate the fair value. In applying these models, our determination of fair value is affected by assumptions
regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected stock
price volatility over the term of the award and the employees’ actual and projected stock option exercise and pre-vesting employment
termination behaviors. We estimate the expected volatility of our common stock based on our historical volatility over the expected
term of the award. We have no history or expectation of paying dividends on our common stock. The risk-free interest rate is based on
the U.S. Treasury yield for a term consistent with the expected term of the award.
We recognize stock-based compensation expense over the requisite service period using the straight-line method, based on
awards ultimately expected to vest. We estimate future forfeitures at the date of grant. On an annual basis, we assess changes in our
estimate of expected forfeitures based on recent forfeiture activity. The effect of adjustments made to forfeiture rates, if any, is
recognized in the period that the change is made.
Goodwill
We conduct a test for the impairment of goodwill at the reporting unit level on at least an annual basis and whenever there are
events or changes in circumstances that would more likely than not reduce the estimated fair value of a reporting unit below its
carrying value. Application of the goodwill impairment test requires judgment, including the identification of reporting units,
assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each
reporting unit. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows and
determining appropriate discount rates, growth rates, an appropriate control premium and other assumptions. Changes in these
estimates and assumptions could materially affect the determination of fair value for each reporting unit which could trigger
impairment.
42
We performed our annual goodwill impairment test on April 30, 2017 for fiscal year 2017. We had one reporting unit for
purposes of allocating and testing goodwill and conducted a qualitative assessment to determine whether it was necessary to perform a
two-step quantitative goodwill impairment test. In assessing the qualitative factors, we considered the impact of key factors such as
changes in industry and competitive environment, stock price, actual revenue performance compared to previous years, forecasts and
cash flow generation. Based on the results of the qualitative assessment, there were no indicators of impairment.
In the third quarter of fiscal year 2016, our public market capitalization experienced a decline to a value below the net book
carrying value of our equity which triggered the necessity to conduct an interim goodwill impairment test as of March 31, 2016. As all
revenue in fiscal year 2016 had been earned through the delivery of qualified leads, inquiries, clicks, calls, applications, customers,
and to a lesser extent, display advertisements, or impressions, we had one reporting unit as of March 31, 2016. Given that our shares
are publicly traded in an active market, we believe that the quoted market price provides evidence of fair value. As of March 31, 2016,
our market capitalization exceeded our net book carrying value. Additionally, we estimated fair value utilizing a weighting of the fair
values derived from the market and income approach which exceeded our net book carrying value. Based on the results of the step one
interim impairment test, we determined there was no goodwill impairment as of March 31, 2016.
We performed our annual goodwill impairment test on April 30, 2016 for fiscal year 2016. We conducted a qualitative
assessment to determine whether it was necessary to perform a two-step quantitative goodwill impairment test. In assessing the
qualitative factors, we considered any significant changes in key factors such as changes in industry and competitive environment,
stock price, actual revenue performance compared to previous years and budget, EBITDA and cash flow generation, since the most
recent valuation date, March 31, 2016. Based on the results of the qualitative assessment, there were no indicators of impairment. As
of June 30, 2016, we did not identify any indicators of impairment.
We performed our annual goodwill impairment test on April 30, 2015 for fiscal year 2015. We had two reporting units for
purposes of allocating and testing goodwill, DMS and DSS. We conducted a qualitative assessment to determine whether it was
necessary to perform a two-step quantitative goodwill impairment test. In assessing the qualitative factors, we considered the impact
of key factors such as changes in industry and competitive environment, stock price, actual revenue performance compared to
previous years, forecasts and cash flow generation. Based on the results of the qualitative assessment, there were no indicators of
impairment.
Long-Lived Assets
We evaluate long-lived assets, such as property and equipment and purchased intangible assets with finite lives, for impairment
whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If necessary, a
quantitative test is performed that requires the application of judgment when assessing the fair value of an asset. When we identify an
impairment, we reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flow approach or, when
available and appropriate, to comparable market values. As of April 30, 2017, 2016 and 2015, we evaluated our long-lived assets and
concluded there were no indicators of impairment.
Income Taxes
We account for income taxes using an asset and liability approach to record deferred taxes. Our deferred income tax assets
represent temporary differences between the financial statement carrying amount and the tax basis of existing assets and liabilities that
will result in deductible amounts in future years, including net operating loss carry forwards. A valuation allowance is recorded
against our deferred tax assets which are not expected to be realized. Our judgment regarding future profitability may change due to
future market conditions, changes in U.S. or international tax laws and other factors. We recorded a valuation allowance against the
majority of our deferred tax assets at the end of fiscal year 2014 due to the significant negative evidence that the near term realization
of certain assets were deemed unlikely. We continue to maintain the valuation allowance as of June 30, 2017.
Recent Accounting Pronouncements
See Note 2, Summary of Significant Accounting Policies, to our consolidated financial statements for information with respect
to recent accounting pronouncements and the impact of these pronouncements on our consolidated financial statements.
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risks in the ordinary course of our business. These risks include primarily interest rate and foreign
currency exchange rate risks.
43
Interest Rate Risk
Our cash equivalents are invested in money market funds. Cash and cash equivalents are held for working capital purposes and
acquisition financing. We do not enter into investments for trading or speculative purposes. We believe that we do not have material
exposure to changes in the fair value of these investments as a result of changes in interest rates due to the short-term nature of our
investments. Declines in interest rates may reduce future investment income. A hypothetical decline of 1% in the interest rate on our
investments would not have a material effect on our consolidated financial statements.
Foreign Currency Exchange Risk
To date, our client agreements have been predominately denominated in U.S. dollars, and accordingly, we have limited exposure
to foreign currency exchange rate fluctuations related to client agreements, and do not currently engage in foreign currency hedging
transactions. As the local accounts for some of our foreign operations are maintained in the local currency of the respective country,
we are subject to foreign currency exchange rate fluctuations associated with the remeasurement to U.S. dollars. A hypothetical
change of 10% in foreign currency exchange rates would not have a material effect on our consolidated financial statements.
44
Item 8.
Financial Statements and Supplementary Data
QUINSTREET, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm ...........................................................
Consolidated Balance Sheets ............................................................................................................................................................
Consolidated Statements of Operations ............................................................................................................................................
Consolidated Statements of Comprehensive Loss .............................................................................................................................
Consolidated Statements of Stockholders’ Equity ............................................................................................................................
Consolidated Statements of Cash Flows ...........................................................................................................................................
Notes to Consolidated Financial Statements .....................................................................................................................................
Page
46
47
48
49
50
51
52
The supplementary financial information required by this Item 8 is included in Item 7 under the caption "Selected Quarterly Financial
Data."
45
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of QuinStreet, Inc.
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of comprehensive
loss, of stockholders’ equity and of cash flows present fairly, in all material respects, the financial position of QuinStreet, Inc. and its
subsidiaries as of June 30, 2017 and 2016, and the results of their operations and their cash flows for each of the three years in the
period ended June 30, 2017 in conformity with accounting principles generally accepted in the United States of America. In addition,
in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material
respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our
opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of June 30, 2017,
based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO) because a material weakness in internal control over financial reporting related to the
accounting for non-standard revenue credits existed as of that date. A material weakness is a deficiency, or a combination of
deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the
annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness referred to above is
described in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. We considered this
material weakness in determining the nature, timing, and extent of audit tests applied in our audit of the 2017 consolidated financial
statements and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our
opinion on those consolidated financial statements. The Company's management is responsible for these financial statements and
financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting included in management's report referred to above. Our responsibility is to
express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over
financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material misstatement and whether effective internal control over
financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over
financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our
audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits
provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
San Jose, California
September 8, 2017
46
QUINSTREET, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
Assets
Current assets:
Cash and cash equivalents..................................................................................................... $
Accounts receivable, net........................................................................................................
Prepaid expenses and other assets .........................................................................................
Total current assets ..........................................................................................................
Property and equipment, net .......................................................................................................
Goodwill .....................................................................................................................................
Other intangible assets, net .........................................................................................................
Other assets, noncurrent..............................................................................................................
Total assets....................................................................................................................... $
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable .................................................................................................................. $
Accrued liabilities..................................................................................................................
Deferred revenue ...................................................................................................................
Debt .......................................................................................................................................
Total current liabilities.....................................................................................................
Other liabilities, noncurrent...................................................................................................
Total liabilities .................................................................................................................
Commitments and contingencies (See Note 9)
Stockholders' equity:
June 30,
2017
June 30,
2016
49,571 $
44,059
6,225
99,855
5,613
56,118
4,105
8,617
174,308 $
25,205 $
26,223
1,126
—
52,554
3,672
56,226
53,710
47,218
7,055
107,983
7,678
56,118
10,081
11,242
193,102
19,814
27,705
1,200
15,000
63,719
4,631
68,350
Common stock: $0.001 par value; 100,000,000 shares authorized; 45,435,836 and
45,557,295 shares issued and outstanding at June 30, 2017 and June 30, 2016 ...............
Additional paid-in capital......................................................................................................
Accumulated other comprehensive loss ................................................................................
Accumulated deficit ..............................................................................................................
Total stockholders' equity ................................................................................................
Total liabilities and stockholders' equity ......................................................................... $
45
263,533
(463)
(145,033)
118,082
174,308 $
45
257,950
(418)
(132,825)
124,752
193,102
See notes to consolidated financial statements
47
QUINSTREET, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
2017
Fiscal Year Ended June 30,
2016
2015
Net revenue ........................................................................................................
Cost of revenue (1) ..............................................................................................
Gross profit ........................................................................................................
Operating expenses: (1)
$
299,785 $
269,409
30,376
297,706
$
270,963
26,743
Product development ....................................................................................
Sales and marketing......................................................................................
General and administrative...........................................................................
Restructuring charges ...................................................................................
Operating loss ....................................................................................................
Interest income...................................................................................................
Interest expense..................................................................................................
Other (expense) income, net ..............................................................................
Loss before taxes................................................................................................
Benefit from (provision for) taxes .....................................................................
Net loss...............................................................................................................
Net loss per share:
Basic .............................................................................................................
Diluted ..........................................................................................................
$
$
$
13,476
9,189
15,934
2,441
(10,664)
138
(346)
(2,416)
(13,288)
1,080
(12,208)
(0.27)
(0.27)
$
$
$
282,140
252,002
30,138
17,948
14,544
16,823
—
(19,177)
72
(3,818)
2,671
(20,252)
244
(20,008)
16,431
12,020
17,166
—
(18,874)
61
(585)
112
(19,286)
(134)
(19,420) $
(0.43) $
(0.43) $
(0.45)
(0.45)
Weighted-average shares used in computing net loss per share:
Basic .............................................................................................................
Diluted ..........................................................................................................
45,594
45,594
45,197
45,197
44,454
44,454
(1) Cost of revenue and operating expenses include stock-based compensation expense as follows:
Cost of revenue ..................................................................................................
Product development .........................................................................................
Sales and marketing ...........................................................................................
General and administrative ................................................................................
Restructuring charges.........................................................................................
$
3,109 $
1,834
1,154
2,759
42
3,780 $
2,340
1,825
3,023
—
3,120
2,395
2,144
2,196
—
See notes to consolidated financial statements
48
QUINSTREET, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)
Net loss............................................................................................................... $
Other comprehensive (loss) income:
Unrealized gain on investments:
Change in unrealized gain.......................................................................
Less: reclassification adjustment related to realized loss, net
of tax of $0 ...........................................................................................
Net change .........................................................................................
Foreign currency translation adjustment ......................................................
Unrealized gain on interest rate swap:
Change in unrealized gain.......................................................................
Less: reclassification adjustment related to realized loss, net
of tax of $0 ...........................................................................................
Net change .........................................................................................
Other comprehensive (loss) income...................................................................
Comprehensive loss ........................................................................................... $
2017
Fiscal Year Ended June 30,
2016
2015
(12,208) $
(19,420) $
(20,008)
—
—
—
(45)
—
—
—
—
(5)
—
13
16
29
(18)
225
—
—
(45)
(12,253)
—
—
(5)
(19,425) $
405
630
641
(19,367)
See notes to consolidated financial statements
49
QUINSTREET, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except share data)
Common Stock
Treasury Stock
Shares
Amount
Shares
Amount
Comprehensive Accumulated Shareholders’
Loss
Deficit
44
— $
— $ 239,558 $
(1,054) $ (93,397) $
Total
Equity
145,151
Accumulated
Other
Additional
Paid-in
Capital
—
4,531
211,878
380,064
—
—
Balance at June 30, 2014 .... 44,025,908 $
Issuance of common stock
upon exercise of stock
options ...............................
Release of restricted stock,
net of share settlement .......
Stock-based compensation
expense ..............................
Withholding taxes related to
release of restricted stock,
net of share settlement .......
Net loss ................................
Other comprehensive
income .................................
—
Balance at June 30, 2015 .... 44,617,850 $
Issuance of common stock
upon exercise of stock
options ...............................
Release of restricted stock,
net of share settlement .......
Stock-based compensation
expense ..............................
Withholding taxes related to
release of restricted stock,
—
net of share settlement .......
—
Net loss ................................
Other comprehensive loss....
—
Balance at June 30, 2016 .... 45,557,295 $
Release of restricted stock,
net of share settlement .......
Stock-based compensation
expense ..............................
Withholding taxes related to
release of restricted stock,
net of share settlement .......
Repurchase of common
—
stock.....................................
(719,023)
Retirement of treasury stock
—
Net loss ................................
Other comprehensive loss.....
—
Balance at June 30, 2017 .... 45,435,836 $
934,914
597,564
—
—
—
1
—
—
974
—
—
—
—
—
—
—
9,989
—
—
—
—
—
975
—
—
9,989
—
—
—
45
—
—
—
— $
—
—
(1,163)
—
—
—
—
(20,008)
(1,163)
(20,008)
—
—
— $ 249,358 $
641
—
(413) $ (113,405) $
641
135,585
—
—
—
—
—
—
26
—
—
—
—
11,048
—
—
—
—
—
26
—
—
11,048
—
—
—
45
—
—
—
— $
(2,482)
—
—
—
—
—
— $ 257,950 $
—
—
(5)
—
(19,420)
—
(418) $ (132,825) $
(2,482)
(19,420)
(5)
124,752
—
—
—
—
—
—
—
9,088
—
—
—
—
—
9,088
—
—
—
(1,018)
—
—
(1,018)
— (719,023)
— 719,023
—
—
—
—
— $
45
—
(2,487)
(2,487)
2,487
—
—
—
—
— $ 263,533 $
—
—
—
—
(12,208)
—
(45)
—
(463) $ (145,033) $
(2,487)
—
(12,208)
(45)
118,082
See notes to consolidated financial statements
50
QUINSTREET, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Cash Flows from Operating Activities
Net loss ............................................................................................................................ $
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization...................................................................................
Impairment of investment..........................................................................................
Write-off of bank loan upfront fees...........................................................................
Provision for sales returns and doubtful accounts receivable....................................
Stock-based compensation ........................................................................................
Gains on sale of domain names .................................................................................
Other adjustments, net ...............................................................................................
Changes in assets and liabilities:
Accounts receivable.............................................................................................
Prepaid expenses and other assets .......................................................................
Deferred taxes......................................................................................................
Other assets, noncurrent ......................................................................................
Accounts payable.................................................................................................
Accrued liabilities................................................................................................
Deferred revenue .................................................................................................
Other liabilities, noncurrent.................................................................................
Net cash provided by operating activities .....................................................
Cash Flows from Investing Activities
Capital expenditures ........................................................................................................
Business acquisitions .......................................................................................................
Internal software development costs ...............................................................................
Purchases of marketable securities ..................................................................................
Proceeds from maturities of marketable securities..........................................................
Proceeds from sales of marketable securities ..................................................................
Purchase of investment ....................................................................................................
Proceeds from sale of domain names ..............................................................................
Restricted cash .................................................................................................................
Other investing activities .................................................................................................
Net cash (used in) provided by investing activities.......................................
Cash Flows from Financing Activities
Proceeds from exercise of common stock options ..........................................................
Proceeds from revolving loan facility..............................................................................
Principal payments on term loan facility .........................................................................
Repayment of revolving loan facility ..............................................................................
Payment of bank loan upfront fees ..................................................................................
Principal payments on acquisition-related notes payable................................................
Withholding taxes related to release of restricted stock, net of share settlement ............
Repurchases of common stock ........................................................................................
Net cash used in financing activities .............................................................
Effect of exchange rate changes on cash and cash equivalents .......................................
Net decrease in cash and cash equivalents ......................................................................
Cash and cash equivalents at beginning of period...........................................................
Cash and cash equivalents at end of period ..................................................................... $
Supplemental Disclosure of Cash Flow Information
Cash paid for interest .......................................................................................................
Cash paid for income taxes..............................................................................................
Supplemental Disclosure of Noncash Investing Activities
Purchases of property and equipment included in accrued liabilities..............................
Retirement of treasury stock............................................................................................
2017
Fiscal Year Ended June 30,
2016
2015
(12,208) $
(19,420) $
(20,008)
11,377
2,500
—
291
8,898
(169)
53
2,868
830
(430)
891
5,394
(1,155)
(74)
(530)
18,536
(1,160)
—
(2,185)
—
—
—
—
169
(766)
(195)
(4,137)
—
—
—
(15,000)
—
—
(1,018)
(2,487)
(18,505)
(33)
(4,139)
53,710
49,571 $
295
390
134
(2,487)
15,087
—
—
789
10,968
(181)
116
(1,767)
4,448
(496)
(8,179)
(505)
608
(8)
(445)
1,015
(1,859)
—
(3,482)
—
—
—
—
156
—
(17)
(5,202)
26
—
—
—
—
(41)
(2,482)
—
(2,497)
(74)
(6,758)
60,468
53,710 $
643
863
—
—
18,867
—
809
142
9,855
(3,331)
247
(4,403)
(181)
1,786
(5)
2,030
494
33
(202)
6,133
(3,346)
(500)
(2,342)
(16,600)
26,849
28,427
(2,500)
3,371
(99)
10
33,270
1,300
15,000
(77,500)
—
(272)
(484)
(1,163)
—
(63,119)
7
(23,709)
84,177
60,468
3,052
237
1,832
—
See notes to consolidated financial statements
51
QUINSTREET, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The Company
QuinStreet, Inc. (the “Company”) is a leader in performance marketing products and technologies. The Company was
incorporated in California in April 1999 and reincorporated in Delaware in December 2009. The Company specializes in customer
acquisition for clients in high value, information-intensive markets or “verticals,” including financial services, education, home
services and business-to-business technology. The corporate headquarters are located in Foster City, California, with additional offices
throughout the United States, Brazil and India. While the majority of the Company’s operations and revenue are in North America, the
Company also has emerging businesses in Brazil and India.
2. Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries. The Company also evaluates its
ownership in entities to determine if they are variable interest entities (“VIEs”), if the Company has a variable interest in those
entities, and if the nature and extent of those interests result in consolidation. Refer to Note 4 for more information on VIEs. The
Company applies the cost method of accounting for investments in entities if the Company does not have the ability to exercise
significant influence over the entities. The interests held at cost are periodically evaluated for impairment. Intercompany balances and
transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of
America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses
during the reporting period. These estimates are based on information available as of the date of the financial statements; therefore,
actual results could differ from those estimates.
Revenue Recognition
Revenue earned through the delivery of qualified leads, clicks, calls, customers and, to a lesser extent, display advertisements, or
impressions constituted all revenue in fiscal years 2017 and 2016, and more than 99% of revenue in fiscal year 2015. The Company
recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and
collectability is reasonably assured. Delivery is deemed to have occurred at the time a qualified lead, inquiry, click, call, application,
or customer is delivered to the client provided that no significant obligations remain.
The Company allocates revenue in an arrangement using the estimated selling price (“ESP”) of deliverables if it does not have
vendor-specific objective evidence (“VSOE”) of selling price based on historical stand-alone sales or third-party evidence (“TPE”) of
selling price. Due to the unique nature of some of its multiple deliverable revenue arrangements, the Company may not be able to
establish selling prices based on historical stand-alone sales or third-party evidence, therefore the Company may use its best estimate
to establish selling prices for these arrangements under the standard. The Company establishes best estimates within a range of selling
prices considering multiple factors including, but not limited to, class of client, size of transaction, available media inventory, pricing
strategies and market conditions. The Company believes the use of the best estimate of selling price allows revenue recognition in a
manner consistent with the underlying economics of the transaction.
From time to time, the Company may agree to credit a client for certain leads, inquiries, clicks, calls, applications, customers or
impressions if they fail to meet the contractual or other guidelines of a particular client. The Company has established a sales reserve
based on historical experience. To date, such credits have been within the Company’s estimates.
Separately from the agreements the Company has with clients, the Company also has agreements with Internet search
companies, third-party publishers and strategic partners to generate potential qualified leads, inquiries, clicks, calls, applications, or
customers for our clients. The Company receives a fee from our clients and separately pays a fee to the Internet search companies,
third-party publishers and strategic partners. The Company is the primary obligor in the transaction. As a result, the fees paid by its
clients are recognized as revenue and the fees paid to its Internet search companies, third-party publishers and strategic partners are
included in cost of revenue.
52
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Deferred revenue is comprised of contractual billings in excess of recognized revenue and payments received in advance of
revenue recognition.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash
and cash equivalents and accounts receivable. The Company’s investment portfolio consists of money market funds. Cash is deposited
with financial institutions that management believes are creditworthy. To date, the Company has not experienced any material losses
on its investment portfolio.
The Company maintains contracts with its clients, most of which are cancelable with little or no prior notice. In addition, these
contracts do not contain penalty provisions for cancellation before the end of the contract term. In fiscal years 2017 and 2016, the
Company had one client, The Progressive Corporation, that accounted for 17% and 12% of net revenue. No other client accounted for
10% or more of net revenue in fiscal years 2017 and 2016 and no client accounted for 10% or more of net revenue in fiscal year 2015.
The Company’s accounts receivable are derived from clients located principally in the United States. The Company performs
ongoing credit evaluation of its clients, does not require collateral, and maintains allowances for potential credit losses on client
accounts when deemed necessary. The Company had one client, The Progressive Corporation, that accounted for 14% of net accounts
receivable as of June 30, 2017. No other client accounted for 10% or more of net accounts receivable as of June 30, 2017 and no client
accounted for 10% or more of net accounts receivable as of June 30, 2016.
Fair Value of Financial Instruments
The Company’s financial instruments consist principally of cash equivalents, accounts receivable and accounts payable. The fair
value of the Company’s cash equivalents is determined based on quoted prices in active markets for identical assets for its money
market funds. The recorded values of the Company’s accounts receivable and accounts payable approximate their current fair values
due to the relatively short-term nature of these accounts.
Cash, Cash Equivalents and Restricted Cash
All highly liquid investments with maturities of three months or less at the date of purchase are classified as cash equivalents.
As of June 30, 2017 and 2016, cash equivalents consist of money market funds. As of June 30, 2017, the Company maintains $0.9
million cash restricted as collateral for letters of credit that is reflected within other assets, noncurrent, in the Company’s consolidated
balance sheet.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation and amortization, and are depreciated on a straight-line
basis over the estimated useful lives of the assets, as follows:
Computer equipment ........................................................... 3 years
Software .............................................................................. 3 years
Furniture and fixtures .......................................................... 3 to 5 years
Leasehold improvements.....................................................
the shorter of the lease term or the estimated useful lives of
the improvements
Internal Software Development Costs
The Company incurs costs to develop software for internal use. The Company expenses all costs that relate to the planning and
post-implementation phases of development as product development expense. Costs incurred in the development phase are capitalized
and amortized over the product’s estimated useful life if the product is expected to have a useful life beyond six months. Costs
associated with repair or maintenance of existing sites or the developments of website content are included within cost of revenue in
the Company’s consolidated statements of operations. The Company’s policy is to amortize capitalized internal software development
costs on a product-by-product basis using the straight-line method over the estimated economic life of the application, which is
generally two years. The Company capitalized $2.1 million, $3.5 million and $2.5 million in fiscal years 2017, 2016 and 2015.
Amortization of internal software development costs is reflected within cost of revenue in the Company’s consolidated statements of
operations.
53
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Goodwill
The Company conducts a test for the impairment of goodwill at the reporting unit level on at least an annual basis and whenever
there are events or changes in circumstances that would more likely than not reduce the estimated fair value of a reporting unit below
its carrying value. Application of the goodwill impairment test requires judgment, including the identification of reporting units,
assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value of each
reporting unit. Significant judgments required to estimate the fair value of reporting units include estimating future cash flows and
determining appropriate discount rates, growth rates, an appropriate control premium and other assumptions. Changes in these
estimates and assumptions could materially affect the determination of fair value for each reporting unit which could trigger
impairment.
The Company performed its annual goodwill impairment test on April 30, 2017 for fiscal year 2017. The Company had one
reporting unit for purposes of allocating and testing goodwill. The Company conducted a qualitative assessment to determine whether
it was necessary to perform a two-step quantitative goodwill impairment test. In assessing the qualitative factors, the Company
considered the impact of key factors such as changes in industry and competitive environment, stock price, actual revenue
performance compared to previous years, forecasts and cash flow generation. Based on the results of the qualitative assessment, there
were no indicators of impairment.
In the third quarter of fiscal year 2016, the Company’s public market capitalization experienced a decline to a value below the
net book carrying value of the Company’s equity which triggered the necessity to conduct an interim goodwill impairment test as of
March 31, 2016. As all revenue in fiscal year 2016 had been earned through the delivery of qualified leads, inquiries, clicks, calls,
applications, customers, and to a lesser extent, display advertisements, or impressions, the Company had one reporting unit as of
March 31, 2016. Given that the Company’s shares are publicly traded in an active market, the Company believes that the quoted
market price provides evidence of fair value. As of March 31, 2016, the Company’s market capitalization exceeded the Company’s net
book carrying value. Additionally, the Company estimated fair value utilizing a weighting of the fair values derived from the market
and income approach which exceeded the Company’s net book carrying value. Based on the results of the step one interim impairment
test, the Company determined there were no indicators of impairment as of March 31, 2016.
The Company performed its annual goodwill impairment test on April 30, 2016 for fiscal year 2016. The Company conducted a
qualitative assessment to determine whether it is necessary to perform a two-step quantitative goodwill impairment test. In assessing
the qualitative factors, the Company considered any significant change in key factors such as industry and competitive environment,
stock price, actual revenue performance compared to previous years and budget, EBITDA and cash flow generation, since the most
recent valuation date, March 31, 2016. Based on the results of the qualitative assessment, there were no indicators of impairment. As
of June 30, 2016, the Company did not identify any indicators of impairment.
The Company performed its annual goodwill impairment test on April 30, 2015 for fiscal year 2015. The Company had two
reporting units for purposes of allocating and testing goodwill, DMS and DSS. The Company conducted a qualitative assessment to
determine whether it was necessary to perform a two-step quantitative goodwill impairment test. In assessing the qualitative factors,
the Company considered the impact of key factors such as changes in industry and competitive environment, stock price, actual
revenue performance compared to previous years, forecasts and cash flow generation. Based on the results of the qualitative
assessment, there were no indicators of impairment.
Long-Lived Assets
The Company evaluates long-lived assets, such as property and equipment and purchased intangible assets with finite lives, for
impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If
necessary, a quantitative test is performed that requires the application of judgment when assessing the fair value of an asset. When
the Company identifies an impairment, it reduces the carrying amount of the asset to its estimated fair value based on a discounted
cash flow approach or, when available and appropriate, to comparable market values. As of April 30, 2017, 2016 and 2015, the
Company evaluated its long-lived assets and concluded there were no indicators of impairment. The weighted-average useful life of
intangible assets was 9.3 years as of June 30, 2017.
Income Taxes
The Company accounts for income taxes using an asset and liability approach to record deferred taxes. The Company’s deferred
income tax assets represent temporary differences between the financial statement carrying amount and the tax basis of existing assets
and liabilities that will result in deductible amounts in future years. Based on estimates, the carrying value of the Company’s net
deferred tax assets assumes that it is not more likely than not that the Company will be able to generate sufficient future taxable
54
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
income in the respective tax jurisdictions. The Company’s judgments regarding future profitability may change due to future market
conditions, changes in U.S. or international tax laws and other factors.
Foreign Currency Translation
The Company’s foreign operations are subject to exchange rate fluctuations. The majority of the Company’s sales and expenses
are denominated in U.S. dollars. The functional currency for the majority of the Company’s foreign subsidiaries is the U.S. dollar. For
these subsidiaries, assets and liabilities denominated in foreign currency are remeasured into U.S. dollars at current exchange rates for
monetary assets and liabilities and historical exchange rates for nonmonetary assets and liabilities. Net revenue, cost of revenue and
expenses are generally remeasured at average exchange rates in effect during each period. Gains and losses from foreign currency
remeasurement are included in other (expense) income, net in the Company’s consolidated statements of operations. Certain foreign
subsidiaries designate the local currency as their functional currency. For those subsidiaries, the assets and liabilities are translated into
U.S. dollars at exchange rates in effect at the balance sheet date. Income and expense items are translated at average exchange rates
for the period. The foreign currency translation adjustments are included in accumulated other comprehensive loss as a separate
component of stockholders’ equity. Foreign currency transaction gains and losses are recorded within other (expense) income, net in
the Company’s consolidated statements of operations and were not material for any period presented.
Comprehensive Loss
Comprehensive loss consists of two components, net loss and other comprehensive (loss) income. Other comprehensive (loss)
income refers to revenue, expenses, gains, and losses that under GAAP are recorded as an element of stockholders’ equity but are
excluded from net loss. The Company’s comprehensive (loss) income and accumulated other comprehensive loss consists of foreign
currency translation adjustments from those subsidiaries not using the U.S. dollar as their functional currency, unrealized gains and
losses on marketable securities categorized as available-for-sale and unrealized gains and losses on the interest rate swap. Total
accumulated other comprehensive loss is displayed as a separate component of stockholders’ equity.
Loss Contingencies
The Company is subject to the possibility of various loss contingencies arising in the ordinary course of business. Management
considers the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as its ability to reasonably estimate
the amount of loss, in determining loss contingencies. An estimated loss contingency is accrued when it is probable that an asset has
been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. The Company regularly evaluates
current information available to its management to determine whether such accruals should be adjusted and whether new accruals are
required.
From time to time, the Company is involved in disputes, litigation and other legal actions. The Company records a charge equal
to at least the minimum estimated liability for a loss contingency only when both of the following conditions are met: (i) information
available prior to issuance of the financial statements indicates that it is probable that an asset had been impaired or a liability had
been incurred at the date of the financial statements, and (ii) the range of loss can be reasonably estimated. The actual liability in any
such matters may be materially different from the Company’s estimates, which could result in the need to adjust the liability and
record additional expenses.
Stock-Based Compensation
The Company measures and records the expense related to stock-based transactions based on the fair values of stock-based
payment awards, as determined on the date of grant. The fair value of restricted stock units with a service condition is determined
based on the closing price of the Company’s common stock on the date of grant. To estimate the fair value of stock options, the
Company selected the Black-Scholes option pricing model. To estimate the fair value of restricted stock units with a service and
market condition, the Company selected the Monte Carlo simulation model. In applying these models, the Company’s determination
of the fair value of the award is affected by assumptions regarding a number of highly complex and subjective variables. These
variables include, but are not limited to, the Company’s expected stock price volatility over the term of the award and the employees’
actual and projected stock option exercise and pre-vesting employment termination behaviors.
The Company recognizes stock-based compensation expense over the requisite service period using the straight-line method,
based on awards ultimately expected to vest. The Company estimates future forfeitures at the date of grant. On an annual basis, the
Company assesses changes to its estimate of expected forfeitures based on recent forfeiture activity. The effect of adjustments made to
the forfeiture rates, if any, is recognized in the period that change is made. Refer to Note 11, Stock Benefit Plans, for additional
information regarding stock-based compensation.
55
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
401(k) Savings Plan
The Company sponsors a 401(k) defined contribution plan covering all U.S. employees. There were no employer contributions
under this plan in fiscal years 2017, 2016 or 2015.
Recent Accounting Pronouncements
In May 2014, the FASB issued a new accounting standard update on revenue from contracts with clients. The new guidance
provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that
reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In March and April 2016,
the FASB amended this standard to clarify implementation guidance on principal versus agent considerations and the identification of
performance obligations and licensing. In May 2016, the FASB amended this standard to address improvements to the guidance on
collectability, noncash consideration, and completed contracts at transition as well as provide a practical expedient for contract
modifications at transition and an accounting policy election related to the presentation of sales taxes and other similar taxes collected
from customers. The new standards become effective for fiscal years beginning after December 15, 2017, and interim periods within
those years with early adoption permitted. The Company does not plan to early adopt, and accordingly, will adopt the new standards
effective July 1, 2018. Entities have the option of using either a full retrospective or a modified retrospective approach to adopt the
new standards. The Company is continuing to evaluate the overall impact of the new standard on its financial statements, related
disclosures and internal controls over financial reporting and has not selected the method of transition. At this time, the Company has
not identified any provisions that are expected to have a significant impact on how the Company recognizes revenue and related
expenses.
In February 2015, the FASB issued a new accounting standard update on consolidating legal entities in which a reporting entity
holds a variable interest. The amended guidance modifies the evaluation of whether limited partnerships and similar legal entities are
VIEs and affects the consolidation analysis of reporting entities that are involved with VIEs that have fee arrangements and related
party relationships. The new guidance became effective in the current fiscal year and did not have an impact on the Company’s
consolidated financial statements.
In February 2016, the FASB issued a new accounting standard update which replaces ASC 840, “Leases.” The new guidance
requires a lessee to recognize on its balance sheet a right-of-use asset representing its right to use the underlying asset for the lease
term and a lease liability representing its lease payment obligations. The guidance also requires a lessee to recognize a single lease
cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. The guidance becomes
effective for fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted.
The Company is currently assessing the impact of this new guidance.
In March 2016, the FASB issued a new accounting standard update on the accounting for share-based payments. The new
guidance simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for
income taxes, forfeitures and statutory tax withholding requirements, as well as classification in the statement of cash flows. The
guidance becomes effective for fiscal years beginning after December 15, 2016, and interim periods within those years, with early
adoption permitted. The adoption of this standard is not expected to have an impact on the Company’s consolidated financial
statements.
In November 2016, the FASB issued a new accounting standard update on the disclosure of restricted cash on the statement of
cash flows. The new guidance requires the statement of cash flows explain the changes during a reporting period of the totals for cash,
cash equivalents, restricted cash, and restricted cash equivalents. Additionally, amounts for restricted cash and restricted cash
equivalents are to be included with cash and cash equivalents if the cash flow statement includes a reconciliation of the total cash
balances for a reporting period. The guidance becomes effective for fiscal years beginning after December 15, 2017, and interim
periods within those years, with early application permitted. The adoption of this standard is not expected to have a material impact on
the Company’s consolidated financial statements.
In January 2017, the FASB issued a new accounting standard update to simplify the measurement of goodwill by eliminating the
Step 2 impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill
with the carrying amount of that goodwill. The new guidance requires an entity to compare the fair value of a reporting unit with its
carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair
value. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the
reporting unit when measuring the goodwill impairment loss, if applicable. The new guidance becomes effective for goodwill
impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted. The adoption of this standard is
not expected to have an impact on the Company’s consolidated financial statements.
56
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
In May 2017, the FASB issued a new accounting standard update to amend the scope of modification accounting for share-
based payment arrangements. The amendments in the update provide guidance on types of changes to the terms or conditions of share-
based payment awards would be required to apply modification accounting under ASC 718, Compensation-Stock Compensation. The
new guidance becomes effective for fiscal years beginning after December 15, 2017, with early adoption permitted. The Company is
currently assessing the impact of this new guidance.
3. Net Loss per Share
Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock
outstanding during the period. Diluted net loss per share is computed by using the weighted-average number of shares of common
stock outstanding, including potential dilutive shares of common stock assuming the dilutive effect of outstanding stock options and
restricted stock units using the treasury stock method.
The following table presents the calculation of basic and diluted net loss per share:
2017
Fiscal Year Ended June 30,
2016
(In thousands, except per share data)
2015
Numerator:
Basic and Diluted:
Net loss ...................................................................................................
$
(12,208) $
(19,420) $
(20,008)
Denominator:
Basic and Diluted:
Weighted-average shares of common stock used in computing
basic and diluted net loss per share .....................................................
Net loss per share:
Basic and Diluted (1) .....................................................................................
Securities excluded from weighted-average shares used in computing diluted
net loss per share because the effect would have been anti-dilutive: (2) .........
45,594
45,197
44,454
$
(0.27) $
(0.43) $
(0.45)
7,060
5,331
8,198
(1) Diluted EPS does not reflect any potential common stock relating to stock options or restricted stock units due to net losses
incurred in fiscal years 2017, 2016 and 2015. 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.
4. Fair Value Measurements, Marketable Securities and Variable Interest Entities
Fair Value Measurements
Fair value is defined as the price that would be received on sale of an asset or paid to transfer a liability (“exit price”) in an
orderly transaction between market participants at the measurement date. The FASB has established a fair value hierarchy that
distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources
(observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best
information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to
unobservable inputs (Level 3).
The three levels of the fair value hierarchy under the guidance for fair value measurement are described below:
Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Pricing inputs are based upon
quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the
measurement date. The valuations are based on quoted prices of the underlying security that are readily and regularly available
in an active market, and accordingly, a significant degree of judgment is not required. As of June 30, 2017 and 2016, the
Company used Level 1 assumptions for its money market funds.
Level 2 — Pricing inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or
similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions
are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or
liabilities. As of June 30, 2016, the Company used Level 2 assumptions for its revolving loan facility.
57
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Level 3 — Pricing inputs are generally unobservable for the assets or liabilities and include situations where there is little, if
any, market activity for the investment. The inputs into the determination of fair value require management’s judgment or
estimation of assumptions that market participants would use in pricing the assets or liabilities. The fair values are therefore
determined using model-based techniques that include option pricing models, discounted cash flow models, and similar
techniques. As of June 30, 2017 and 2016, the Company did not have any Level 3 financial assets or liabilities.
The Company’s recurring financial assets and liabilities as of June 30, 2017 and 2016 were categorized as follows in the fair
value hierarchy (in thousands):
Fair Value Measurements as of June 30, 2017 Using
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Total
Assets:
Money market funds.................................................................................. $
10,330 $
— $
10,330
Fair Value Measurements as of June 30, 2016 Using
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Total
Assets:
Money market funds.................................................................................. $
Liabilities:
Revolving loan facility (1)........................................................................... $
20,203 $
— $
20,203
— $
15,000 $
15,000
(1) This liability was carried at historical cost on the Company’s consolidated balance sheet.
The Company measures certain assets, including its cost method investment, at fair value on a nonrecurring basis only if an
impairment is recognized. The resulting fair value is considered to be a Level 3 measurement.
Marketable Securities
All liquid investments with maturities of three months or less at the date of purchase are classified as cash equivalents.
Investments with maturities greater than three months at the date of purchase are classified as marketable securities. Historically, the
Company’s marketable securities have been classified and accounted for as available-for-sale. Management determines the
appropriate classification of its investments at the time of purchase and reevaluates the available-for-sale designation as of each
balance sheet date. Available-for-sale securities are carried at fair value, with unrealized gains and losses, net of tax, reported as a
component of accumulated other comprehensive loss within stockholders’ equity.
The Company held money market funds classified as cash equivalents of $10.3 million as of June 30, 2017 and $20.2 million as
of June 30, 2016. Gross unrealized gains and losses were not material as the carrying value approximated estimated fair value due to
their short maturities. The Company did not hold any marketable securities as of June 30, 2017 and 2016.
The Company did not realize any material gains or losses from sales of its securities in fiscal years 2017, 2016 and 2015. As of
June 30, 2017 and 2016, the Company did not hold securities that had maturity dates greater than one year.
Variable Interest Entities
A VIE is consolidated by its primary beneficiary. The primary beneficiary has both the power to direct the activities that most
significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the
entity that could potentially be significant to the VIE. The assessment of whether the Company is the primary beneficiary of the VIE
requires significant assumptions and judgments, including the identification of significant activities and an assessment of the
Company’s ability to direct those activities. The Company has an equity interest in a privately held entity that is a VIE, of which the
Company is not the primary beneficiary. Accordingly, the equity interest is recognized at cost within other assets, noncurrent in the
Company’s consolidated balance sheets.
58
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The Company’s policy is to recognize an impairment in the carrying value of its equity interest in the privately held entity when
clear identified events or changes in conditions have a material adverse effect on the fair value of the equity interest. Determining the
fair value requires management’s judgement based on the specific facts and circumstances. Events and conditions that could lead to an
impairment include a prolonged period of decline in the operating performance and financial condition of the privately held entity or
adverse changes in the regulatory environment or market conditions in which the privately held entity operates. During the fourth
quarter of 2017, the Company became aware of adverse changes in the privately held entity’s expected future operating performance
which indicated that its equity interest in the privately held entity of $2.5 million would not be recoverable. Accordingly, the
Company recorded an impairment of $2.5 million in other (expense) income, net in the Company’s consolidated statements of
operations. As of June 30, 2017, the Company has no remaining exposure to loss related to the Company’s investment in the privately
held entity. As of June 30, 2016, the Company had $2.5 million recognized related to its investment in the privately held entity.
5. Balance Sheet Components
Accounts Receivable, Net
Accounts receivable, net was comprised of the following (in thousands):
Accounts receivable................................................................................................................ $
Less: Allowance for doubtful accounts ..................................................................................
Less: Allowance for sales returns ...........................................................................................
Total ..................................................................................................................................... $
46,009 $
(547)
(1,403)
44,059 $
49,503
(441)
(1,844)
47,218
June 30,
2017
2016
Property and Equipment, Net
Property and equipment, net was comprised of the following (in thousands):
June 30,
2017
2016
Computer equipment .............................................................................................................. $
Software..................................................................................................................................
Furniture and fixtures .............................................................................................................
Leasehold improvements ........................................................................................................
Internal software development costs ......................................................................................
Total property plant and equipment, gross ..........................................................................
Less: Accumulated depreciation and amortization.................................................................
Total property plant and equipment, net .............................................................................. $
12,581 $
11,386
3,020
1,917
31,605
60,509
(54,896)
5,613 $
14,673
11,191
3,240
1,957
29,521
60,582
(52,904)
7,678
Depreciation expense was $2.3 million, $3.8 million and $4.0 million for fiscal years 2017, 2016 and 2015. Amortization
expense related to internal software development costs was $2.9 million, $2.4 million and $2.4 million for fiscal years 2017, 2016 and
2015.
Prepaid Expenses and Other Assets
Prepaid expenses and other assets were comprised of the following (in thousands):
Income tax receivable ............................................................................................................. $
Prepaid expenses.....................................................................................................................
Other assets.............................................................................................................................
Total ..................................................................................................................................... $
2,761 $
3,051
413
6,225 $
3,332
3,399
324
7,055
In fiscal year 2016, the Company entered into a 10-year partnership agreement with a large online customer acquisition
marketing company focused on the U.S. insurance industry to be its exclusive click monetization partner for the majority of its
insurance categories. The agreement included a one-time upfront cash payment of $10.0 million. The payment is being amortized on a
June 30,
2017
2016
59
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
straight-line basis over the life of the contract and is assessed for impairment annually. As of June 30, 2017, the Company had
recorded $1.0 million within prepaid expenses and other assets and $7.3 million within other assets, noncurrent on the Company’s
consolidated balance sheet. As of June 30, 2016, the Company had recorded $1.0 million within prepaid expenses and other assets and
$8.3 million within other assets, noncurrent in the Company’s consolidated balance sheet. Amortization expense was $1.0 million and
$0.7 million for fiscal years 2017 and 2016.
Accrued liabilities
Accrued liabilities were comprised of the following (in thousands):
Accrued media costs ............................................................................................................... $
Accrued compensation and related expenses .........................................................................
Accrued professional service and other business expenses....................................................
Total ..................................................................................................................................... $
19,917 $
1,936
4,370
26,223 $
17,858
5,468
4,379
27,705
June 30,
2017
2016
6. Intangible Assets, Net and Goodwill
Intangible assets, net consisted of the following (in thousands):
June 30, 2017
June 30, 2016
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Customer/publisher/advertiser relationships ................ $ 36,908 $ (36,689) $
(60,629)
Content..........................................................................
(28,723)
Website/trade/domain names........................................
(36,303)
Acquired technology and others ...................................
Total ........................................................................... $ 166,449 $ (162,344) $
61,521
31,287
36,733
219 $ 36,669 $ (35,648) $
(57,778)
892
(27,288)
2,564
(35,794)
430
1,021
3,939
4,182
939
4,105 $ 166,589 $ (156,508) $ 10,081
61,717
31,470
36,733
Amortization of intangible assets was $6.2 million, $8.9 million and $12.5 million for fiscal years 2017, 2016 and 2015.
Future amortization expense for the Company’s intangible assets as of June 30, 2017 was as follows (in thousands):
Fiscal Year Ending June 30,
2018 ...................................................................................................................................................................... $
2019 ......................................................................................................................................................................
2020 ......................................................................................................................................................................
2021 ......................................................................................................................................................................
2022 ......................................................................................................................................................................
Thereafter..............................................................................................................................................................
Total ................................................................................................................................................................... $
Amortization
2,310
863
762
170
—
—
4,105
As of June 30, 2017 and 2016, goodwill was $56.1 million. There were no additions to goodwill or impairment charges recorded
in fiscal years 2017 and 2016.
7. Income Taxes
The components of loss before income taxes were as follows (in thousands):
US ...................................................................................................................... $
Foreign ...............................................................................................................
Total ................................................................................................................ $
(12,286) $
(1,002)
(13,288) $
(18,291) $
(995)
(19,286) $
(18,917)
(1,335)
(20,252)
2017
Fiscal Year Ended June 30,
2016
2015
60
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The components of the (benefit from) provision for taxes were as follows (in thousands):
Current
Federal................................................................................................................ $
State....................................................................................................................
Foreign ...............................................................................................................
Total current (benefit from) provision for income taxes................................. $
Deferred
Federal................................................................................................................ $
State....................................................................................................................
Foreign ...............................................................................................................
Total deferred provision for income taxes ......................................................
Total (benefit from) provision for income taxes ............................................. $
2017
Fiscal Year Ended June 30,
2016
2015
(16) $
(1,270)
191
(1,095) $
15 $
—
—
15
(1,080) $
(131) $
(23)
271
117 $
15 $
—
2
17
134 $
(2,140)
(149)
129
(2,160)
1,954
—
(38)
1,916
(244)
The reconciliation between the statutory federal income tax and the Company’s effective tax rates as a percentage of loss before
income taxes was as follows:
2017
Fiscal Year Ended June 30,
2016
2015
Federal tax rate..................................................................................................
States taxes, net of federal benefit.....................................................................
Foreign rate differential ....................................................................................
Stock-based compensation expense ..................................................................
Change in valuation allowance .........................................................................
Research and development credits ....................................................................
Other..................................................................................................................
Effective income tax rate ..................................................................................
34.0%
14.5%
(0.3)%
(23.9)%
(18.7)%
2.5%
—
8.1%
34.0%
7.7%
(1.1)%
(15.7)%
(25.2)%
2.7%
(3.1)%
(0.7)%
34.0%
5.8%
(1.1)%
(13.3)%
(25.0)%
1.6%
(0.8)%
1.2%
The components of the long-term deferred tax liabilities, net were as follows (in thousands):
Noncurrent:
Reserves and accruals....................................................................................................................
Stock options .................................................................................................................................
Intangible assets ............................................................................................................................
Net operating loss..........................................................................................................................
Fixed assets ...................................................................................................................................
Tax credits .....................................................................................................................................
Other..............................................................................................................................................
Total noncurrent deferred tax assets...........................................................................................
Valuation allowance - Long-term .................................................................................................
Noncurrent deferred tax liabilities, net..........................................................................................
$
$
Fiscal Year Ended June 30,
2016
2017
2,198 $
4,805
41,639
27,719
194
4,488
868
81,911
(81,964)
(53) $
3,309
5,885
47,850
18,812
9
3,874
91
79,830
(79,868)
(38)
The Company recorded a valuation allowance against the majority of the Company’s deferred tax assets at the end of fiscal year
2014 due to the significant negative evidence that the near term realization of certain assets were deemed unlikely. The Company
regularly assesses the continuing need for a valuation allowance against its deferred tax assets. Significant judgment is required to
determine whether a valuation allowance continues to be necessary and the amount of such valuation allowance, if appropriate. The
Company considers all available evidence, both positive and negative to determine, based on the weight of available evidence,
whether it is more likely than not that some or all of the deferred tax assets will not be realized. In evaluating the continued need for a
valuation allowance the Company considers, among other things, the nature, frequency and severity of current and cumulative losses,
forecasts of future profitability, and the duration of statutory carryforward periods. As of June 30, 2017, the Company believes it is not
more likely than not that the net deferred tax assets will be fully realizable and continues to maintain a full valuation allowance against
its deferred tax assets.
61
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
As of June 30, 2017 and 2016, the Company had a federal operating loss carryforward of approximately $69.5 million and $45.3
million. As of June 30, 2017 and 2016, the Company’s state operating loss carryforward was approximately $37.1 million and $28.7
million. Included in the federal, California and other state net operating loss carryovers above were approximately $0.1 million, $0.3
million and $0.2 million related to stock option windfall deductions, which when realized will be credited to equity. The federal and
state net operating losses, if not used, will begin to expire on June 30, 2035 and June 30, 2034. The operating loss carryforward in the
Brazil jurisdiction was approximately $2.3 million and does not have an expiration date. The operating loss carryforward in the India
jurisdiction was approximately $4.8 million which will begin to expire on June 30, 2021. The Company has federal and California
research and development tax credit carry-forwards of approximately $2.1 million and $5.4 million to offset future taxable income.
The federal research and development tax credits, if not used, will begin to expire on June 30, 2033, while the state tax credit carry-
forwards do not have an expiration date and may be carried forward indefinitely.
Utilization of the operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership
change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation
may result in the expiration of operating loss carryforwards and credits before utilization.
United States federal income taxes have not been provided for the $2.8 million of cumulative undistributed earnings of the
Company’s foreign subsidiaries as of June 30, 2017. The Company’s present intention is that such undistributed earnings be
permanently reinvested offshore, with the exception of the undistributed earnings of its Canadian subsidiary. The Company would be
subject to additional United States taxes if these earnings were repatriated. The amount of the unrecognized deferred income tax
liability related to these earnings is not material to the Company’s consolidated financial statements.
A reconciliation of the beginning and ending amounts of unrecognized tax benefits was as follows (in thousands):
Balance at the beginning of the year.................................................................. $
Gross increases - current period tax positions ...................................................
Gross increases - prior period tax positions.......................................................
Gross decreases - prior period tax positions ......................................................
Reductions as a result of lapsed statute of limitations .......................................
Balance at the end of the year ............................................................................ $
3,175 $
295
51
(429)
(254)
2,838 $
3,263 $
362
38
—
(488)
3,175 $
3,077
337
115
(44)
(222)
3,263
2017
Fiscal Year Ended June 30,
2016
2015
The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the Company’s benefit
from (provision for) income taxes. As of June 30, 2017, the Company has accrued $1.0 million for interest and penalties related to the
unrecognized tax benefits. The balance of interest and penalties is recorded as a noncurrent liability in the Company’s consolidated
balance sheet.
As of June 30, 2017, unrecognized tax benefits of $1.1 million, if recognized, would affect the Company’s effective tax rate.
The Company does not anticipate that the amount of existing unrecognized tax benefits will significantly increase or decrease within
the next 12 months.
The Company is no longer subject to U.S. federal, state and local, or non-U.S., income tax examinations by tax authorities for
years before 2013. The Company files income tax returns in the United States, various U.S. states and certain foreign jurisdictions. As
of June 30, 2017, the tax years 2013 through 2016 remain open in the U.S., the tax years 2012 through 2016 remain open in the
various state jurisdictions, and the tax years 2014 through 2016 remain open in various foreign jurisdictions.
8. Debt
Loan Facility
In November 2011, the Company entered into a credit agreement (“Credit Agreement”) with Comerica Bank (the “Bank”), the
administrative agent and lead arranger. The Credit Agreement consisted of a $100.0 million five-year term loan facility, with annual
principal amortization of 5%, 10%, 15%, 20% and 50%, and a $200.0 million five-year revolving loan facility maturing on
November 4, 2016.
On February 15, 2013, the Company entered into the First Amendment to Credit Agreement and Amendment to Guaranty
(“First Amendment”) with the Bank to, among other things: (1) amend the definition of EBITDA; and (2) reduce the $200.0 million
five-year revolving loan facility to $100.0 million. Upfront arrangement fees incurred in connection with the First Amendment totaled
62
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
$0.2 million. In connection with the reduction of the revolving credit line capacity, during the third quarter of fiscal 2013 the
Company accelerated amortization of approximately $0.7 million of unamortized deferred upfront costs.
On July 17, 2014, the Company entered into the Second Amendment to Credit Agreement (“Second Amendment”) with the
Bank to, among other things, amend the financial covenants and reduce the revolving loan facility from $100.0 million to $50.0
million, each effective as of June 30, 2014. Upfront arrangement fees incurred in connection with the Second Amendment totaled $0.3
million and were deferred and amortized over the remaining term of the arrangement. In connection with the reduction of the
revolving loan facility, the Company accelerated amortization of approximately $0.3 million of unamortized deferred upfront costs.
On June 11, 2015, the Company entered into the Third Amendment to Credit Agreement (“Third Amendment”) with the Bank
to, among other things, pay off in full and terminate the term loan facility, amend the financial covenants, reduce the revolving loan
facility from $50.0 million to $25.0 million and extend the expiration date of the Credit Agreement from November 4, 2016 to June
11, 2017. Pursuant to the Third Amendment, each of the revolving loan facility lenders (other than the Bank) assigned its revolving
loan facility commitments to the Bank, resulting in the Bank remaining as sole lender under the Credit Agreement. Upfront
arrangement fees incurred in connection with the Third Amendment were not material. In connection with the termination of the term
loan facility, the Company accelerated amortization of approximately $0.5 million of unamortized deferred upfront costs.
Pursuant to the Second Amendment, (1) the applicable margin for base rate borrowings was set at (a) 1.375% for the revolving
loan facility or (b) 1.75% for the term loan facility, and (2) the applicable margin for Eurodollar rate borrowings was set at (a) 2.375%
for the revolving loan facility or (b) 2.75% for the term loan facility.
Pursuant to the Third Amendment, borrowings under the revolving loan facility yielded interest at a Eurodollar rate plus 3.00%.
The Company’s revolving loan facility expired on June 11, 2017 with no outstanding balance at the time of expiration. As of
June 30, 2016, $15.0 million was outstanding under the revolving loan facility.
Interest Rate Swap
In fiscal year 2015, the Company held an interest rate swap to reduce its exposure to the financial impact of changing interest
rates under its term loan facility. This interest rate swap was designated as a cash flow hedge of the interest rate risk attributable to
forecasted variable interest payments. The effective portion of the fair value gains or losses on this swap was included as a component
of accumulated other comprehensive loss with any hedge ineffectiveness immediately recognized into earnings.
In June 2015, in connection with the repayment in full and termination of the term loan facility, the Company also terminated
the interest rate swap agreement. Upon settlement, the Company recognized an expense of $0.3 million within other (expense)
income, net, in the Company’s consolidated statement of operations.
Letters of Credit
The Company has a $0.4 million letter of credit agreement with a financial institution that is used as collateral for fidelity bonds
placed with an insurance company and a $0.5 million letter of credit agreement with a financial institution that is used as collateral for
the Company’s corporate headquarters’ operating lease. The letters of credit automatically renew annually without amendment unless
cancelled by the financial institutions within 30 days of the annual expiration date.
9. Commitments and Contingencies
Leases
The Company leases office space under non-cancelable operating leases with various expiration dates through fiscal year 2021.
Rent expense for fiscal years 2017, 2016 and 2015 was $3.4 million, $3.4 million and $3.5 million. The Company recognizes rent
expense on a straight-line basis over the lease period and accrues for rent expense incurred but not paid.
63
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Future annual minimum lease payments under noncancelable operating leases as of June 30, 2017 were as follows (in
thousands):
Fiscal Year Ending June 30,
2018....................................................................................................................................................................... $
2019.......................................................................................................................................................................
2020.......................................................................................................................................................................
2021.......................................................................................................................................................................
2022.......................................................................................................................................................................
Thereafter ..............................................................................................................................................................
Total ................................................................................................................................................................... $
Operating
Leases
3,660
1,669
380
46
—
—
5,755
In February 2010, the Company entered into a lease agreement for its corporate headquarters located at 950 Tower Lane, Foster
City, California. The term of the lease began on November 1, 2010 and expires on October 31, 2018. The Company has the option to
extend the term of the lease twice by one additional year. The monthly base rent was abated for the first 12 calendar months under the
lease, and was $0.1 million through the 24th calendar month of the term of the lease. Monthly base rent increased to $0.2 million for
the subsequent 12 months and now increases approximately 3% after each 12-month anniversary during the remaining term, including
any extensions under options to extend.
Guarantor Arrangements
The Company has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the
officer or director is, or was, serving at the Company’s request in such capacity. The term of the indemnification period is for the
officer or director’s lifetime. The maximum potential amount of future payments the Company could be required to make under these
indemnification agreements is unlimited; however, the Company has a director and officer insurance policy that limits its exposure
and enables the Company to recover a portion of any future amounts under certain circumstances and subject to deductibles and
exclusions. As a result of its insurance policy coverage, the Company believes the estimated fair value of these indemnification
agreements is not material. Accordingly, the Company had no liabilities recorded for these agreements as of June 30, 2017 and June
30, 2016.
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 and survives for the duration of the applicable statute of limitations after termination of the
agreement. The potential amount of future payments to defend lawsuits or settle indemnified claims under these indemnification
provisions is generally limited and the Company believes the estimated fair value of these indemnity provisions is not material.
Accordingly, the Company had no liabilities recorded for these agreements as of June 30, 2017 and 2016.
10. Stockholders’ Equity
Stock Repurchases
In November 2016, the Board of Directors authorized a stock repurchase program to repurchase up to 750,000 outstanding
shares of its common stock with an expiration date of November 2017. In fiscal year 2017, the Company repurchased 719,023 shares
of its common stock at a weighted-average price of $3.43 per share, excluding a broker commission of $0.03 per share, at a total cost
of $2.5 million. Repurchases under this program took place in the open market and were made under a Rule 10b5-1 plan. The
repurchased shares of common stock were recorded as treasury stock and were accounted for under the cost method.
Retirement of Treasury Stock
In fiscal year 2017, the Company retired 719,023 shares of its common stock with a carrying value of $2.5 million. The
Company’s accounting policy upon the retirement of treasury stock is to deduct its par value from common stock and reduce
additional paid-in capital by the amount recorded in additional paid-in capital when the stock was originally issued.
64
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
11. Stock Benefit Plans
Stock-Based Compensation
In fiscal years 2017, 2016 and 2015, the Company recorded stock-based compensation expense of $8.9 million, $11.0 million
and $9.9 million. There were no excess tax benefits recognized in fiscal years 2017, 2016 and 2015 due to the Company’s full
valuation allowance. There was no gross benefit of tax deductions recognized in fiscal years 2017, 2016 and 2015 due to the
Company’s full valuation allowance.
Stock Incentive Plans
In November 2009, the Company’s board of directors adopted the 2010 Equity Incentive Plan (the “2010 Incentive Plan”) and
the Company’s stockholders approved the 2010 Incentive Plan in January 2010. The 2010 Incentive Plan became effective upon the
completion of the IPO of the Company’s common stock in February 2010. Awards granted after January 2008 but before the adoption
of the 2010 Incentive Plan continue to be governed by the terms of the 2008 Equity Incentive Plan. All outstanding stock awards
granted before January 2008 continue to be governed by the terms of the Company’s amended and restated 1999 Equity Incentive
Plan.
The 2010 Incentive Plan provides for the grant of incentive stock options (“ISOs”), nonstatutory stock options (“NQSOs”),
restricted stock, restricted stock units (“RSUs”), stock appreciation rights, performance-based stock awards and other forms of equity
compensation, as well as for the grant of performance cash awards. The Company may issue ISOs only to its employees. NQSOs and
all other awards may be granted to employees, including officers, nonemployee directors and consultants.
Prior to fiscal year 2016, the Company granted restricted stock units with a service condition (“service-based RSUs”).
Beginning in fiscal year 2016, the Company also began granting to employees RSUs with a service and market condition (“market-
based RSUs”) that requires that the Company’s stock price achieve a specified price above the grant date stock price before it can be
eligible for service vesting conditions. To date, the Company has issued ISOs, NQSOs, RSUs and performance-based stock awards
under the 2010 Incentive Plan. ISOs and NQSOs are generally granted to employees with an exercise price equal to the market price
of the Company’s common stock at the date of grant. Stock options granted to employees generally have a contractual term of seven
years and vest over four years of continuous service, with 25 percent of the stock options vesting on the one-year anniversary of the
date of grant and the remaining 75 percent vesting in equal monthly installments over the three year period thereafter. RSUs granted to
employees prior to fiscal year 2013 generally vest over five years of continuous service, with 15 percent of the RSUs vesting on the
one-year anniversary of the date of grant, 60 percent vesting in equal quarterly installments over the following three years and the
remaining 25 percent vesting in equal quarterly installments over the last year of the vesting period. RSUs granted to employees
starting in fiscal year 2013 generally vest over four years of continuous service, with 25 percent of the RSUs vesting on the one-year
anniversary of the date of grant and 6.25% vesting quarterly thereafter for the next 12 quarters.
An aggregate of 15,920,578 shares of the Company’s common stock were reserved for issuance under the 2010 Incentive Plan
as of June 30, 2017, and this amount will be increased by any outstanding stock awards that expire or terminate for any reason prior to
their exercise or settlement. The number of shares of the Company’s common stock reserved for issuance is increased annually
through July 1, 2019 by up to five percent of the total number of shares of the Company’s common stock outstanding on the last day
of the preceding fiscal year. The maximum number of shares that may be issued under the 2010 Incentive Plan is 30,000,000. There
were 13,825,928 shares available for issuance under the 2010 Incentive Plan as of June 30, 2017.
In November 2009, the Company’s board of directors adopted the 2010 Non-Employee Directors’ Stock Award Plan (the
“Directors’ Plan”) and the stockholders approved the Directors’ Plan in January 2010. The Directors’ Plan became effective upon the
completion of the Company’s IPO. The Directors’ Plan provides for the automatic grant of NQSOs and RSUs to non-employee
directors and also provides for the discretionary grant of NQSOs and RSUs. Stock options granted to new non-employee directors vest
in equal monthly installments over four years and annual stock option grants to existing directors vest in equal monthly installments
over one year. Prior to fiscal year 2015, the annual service-based RSU grants vested quarterly over a period of four years and the
initial service-based RSU grants vested quarterly over a period of one year. Beginning in fiscal year 2015, initial service-based RSU
grants vest daily over a period of four years and annual service-based RSU grants vest daily over a period of one year.
An aggregate of 3,359,964 shares of the Company’s common stock were reserved for issuance under the Directors’ Plan as of
June 30, 2017. This amount is increased annually, by the sum of 200,000 shares and the aggregate number of shares of the Company’s
common stock subject to awards granted under the Directors’ Plan during the immediately preceding fiscal year. There were
1,498,539 shares available for issuance under the Directors’ Plan as of June 30, 2017.
65
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Valuation Assumptions
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 fair value of the common stock at the date of grant. The Company calculates the weighted-
average expected life of options using the simplified method pursuant to the accounting guidance for share-based payments as its
historical exercise experience does not provide a reasonable basis upon which to estimate expected term. The Company estimates the
expected volatility of its common stock based on its historical volatility over the expected term of the stock option and market-based
RSU. The Company has no history or expectation of paying dividends on its common stock. The risk-free interest rate is based on the
U.S. Treasury yield for a term consistent with the expected term of the stock option and market-based RSU.
The weighted-average Black-Scholes model assumptions and the weighted-average grant date fair value of stock options in
fiscal years 2017, 2016 and 2015 were as follows:
2017
Fiscal Year Ended June 30,
2016
2015
Expected term (in years) ...................................................................................
Expected volatility ............................................................................................
Expected dividend yield....................................................................................
Risk-free interest rate ........................................................................................
Grant date fair value.......................................................................................... $
4.5
45%
—
1.3%
$
1.41
3.9
43%
—
1.0%
$
1.83
4.6
46%
—
1.6%
1.87
The Company estimates the fair value of market-based RSUs at the date of the grant using the Monte Carlo simulation model.
The weighted-average Monte Carlo simulation model assumptions in fiscal years 2017, 2016 and 2015 were as follows:
2017
Fiscal Year Ended June 30,
2016
2015
Expected term (in years)....................................................................................
Expected volatility.............................................................................................
Expected dividend yield ....................................................................................
Risk-free interest rate ........................................................................................
Grant date fair value .......................................................................................... $
4.0
45%
—
1.1%
$
3.01
4.0
47%
—
1.3%
5.04
—
—
—
—
—
The fair value of service-based RSUs is determined based on the closing price of the Company’s common stock on the grant
date. Compensation expense is amortized net of estimated forfeitures on a straight-line basis over the requisite service period of the
stock-based compensation awards.
66
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Stock Option Award Activity
The following table summarizes the stock option award activity under the plans in fiscal years 2017 and 2016:
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual Life
(In years)
Aggregate
Intrinsic
Value
(In thousands)
951
2.88 $
Outstanding at June 30, 2015.............................................................
Granted...............................................................................................
Exercised............................................................................................
Forfeited.............................................................................................
Expired...............................................................................................
Outstanding at June 30, 2016.............................................................
Granted...............................................................................................
Exercised............................................................................................
Forfeited.............................................................................................
Expired...............................................................................................
Outstanding at June 30, 2017.............................................................
Vested and expected-to-vest at June 30, 2017 (1) ...............................
Vested and exercisable at June 30, 2017 ...........................................
Shares
5,878,441 $
297,586
(4,531)
(143,863)
(1,720,385)
4,307,248 $
1,767,018
—
(137,925)
(1,714,762)
4,221,579 $
4,019,351 $
2,482,868 $
10.07
5.41
5.79
7.84
10.18
9.78
3.62
—
4.31
12.15
6.50
6.65
8.40
2.67 $
15
4.17 $
4.07 $
2.85 $
996
891
118
(1) The expected-to-vest options are the result of applying the pre-vesting forfeiture assumption to total outstanding options.
The following table summarizes outstanding and exercisable stock options by range of exercise price as of June 30, 2017:
Options Outstanding
Weighted
Average
Remaining
Contractual Term
6.37
6.08
4.20
4.32
2.58
3.22
3.07
1.71
1.09
1.98
4.17
$
$
$
$
$
$
$
$
$
$
$
Number of Shares
508,618
1,149,000
422,499
458,435
425,627
25,000
425,500
276,500
423,700
106,700
4,221,579
Weighted
Average
Exercise Price
3.48
3.63
4.46
5.82
7.76
9.44
9.55
10.25
11.67
14.82
6.50
Options Exercisable
Number of Shares
87,784
—
339,320
397,299
411,507
23,437
416,621
276,500
423,700
106,700
2,482,868
$
$
$
$
$
$
$
$
$
$
Weighted
Average
Exercise Price
3.05
—
4.45
5.83
7.77
9.44
9.55
10.25
11.67
14.82
8.40
Range or Exercise Prices
$2.70 - $3.59
$3.63 - $3.63
$3.67 - $5.47
$5.50 - $5.94
$5.96 - $9.24
$9.44 - $9.44
$9.55 - $9.55
$9.64 - $11.26
$11.67 - $11.67
$12.43 - $15.60
$2.70 - $15.60
The following table summarizes the total intrinsic value, the cash received and the actual tax benefit of all options exercised in
fiscal years 2017, 2016 and 2015:
Intrinsic value..................................................................................................... $
Cash received .....................................................................................................
Tax benefit .........................................................................................................
— $
—
—
1 $
26
—
131
975
—
As of June 30, 2017, there was $1.8 million of total unrecognized compensation expense related to unvested stock options which
are expected to be recognized over a weighted-average period of 3.05 years.
2017
Fiscal Year Ended June 30,
2016
2015
67
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
Service-Based Restricted Stock Unit Activity
The following table summarizes the service-based RSU activity under the plans in fiscal years 2017 and 2016:
Weighted
Average
Grant Date
Fair Value
Weighted
Average
Remaining
Contractual Life
(In years)
Aggregate
Intrinsic
Value
(In thousands)
24,064
1.32 $
Outstanding at June 30, 2015.............................................................
Granted...............................................................................................
Vested ................................................................................................
Forfeited.............................................................................................
Outstanding at June 30, 2016.............................................................
Granted...............................................................................................
Vested ................................................................................................
Forfeited.............................................................................................
Outstanding at June 30, 2017.............................................................
Shares
3,732,630 $
98,999
(1,481,325)
(438,395)
1,911,909 $
1,904,506
(907,288)
(359,464)
2,549,663 $
7.06
5.99
6.09
6.12
5.79
3.55
6.10
4.90
4.12
1.33 $
6,691
1.11 $
10,632
At the time of vesting, a portion of service-based RSUs are relinquished and cancelled by the Company to provide for federal
and state tax withholding obligations resulting from the service-based RSU release. As of June 30, 2017, there was $7.2 million of
total unrecognized compensation expense related to service-based RSUs which are expected to be recognized over a weighted-average
period of 2.45 years.
Market-Based Restricted Stock Unit Activity
The following table summarizes the market-based RSU activity under the 2010 Incentive Plan in fiscal years 2017 and 2016:
Weighted
Average
Grant Date
Fair Value
Shares
Weighted
Average
Remaining
Contractual Life
(In years)
Aggregate
Intrinsic
Value
(In thousands)
—
— $
Outstanding at June 30, 2015.............................................................
Granted...............................................................................................
Vested ................................................................................................
Forfeited.............................................................................................
Outstanding at June 30, 2016.............................................................
Granted...............................................................................................
Vested ................................................................................................
Forfeited.............................................................................................
Outstanding at June 30, 2017.............................................................
— $
1,069,162
—
(63,560)
1,005,602 $
312,660 $
—
(224,973)
1,093,289 $
—
5.03
—
5.11
5.03
3.01
—
4.20
4.57
1.36 $
3,570
1.22 $
4,559
As of June 30, 2017, there was $1.0 million of total unrecognized compensation expense related to market-based RSUs which
are expected to be recognized over a weighted average period of 1.22 years.
12. 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.
68
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)
The following tables set forth net revenue and long-lived assets by geographic area (in thousands):
Net revenue:
United States................................................................................................. $
International..................................................................................................
Total net revenue................................................................................................ $
292,370 $
7,415
299,785 $
291,526 $
6,180
297,706 $
276,182
5,958
282,140
2017
Fiscal Year Ended June 30,
2016
2015
Property and equipment, net:
United States ............................................................................................................................... $
International ................................................................................................................................
Total property and equipment, net ................................................................................................... $
5,116 $
497
5,613 $
6,973
705
7,678
June 30,
2017
June 30,
2016
13. Restructuring Costs
In November 2016, the Company announced a corporate restructuring in order to accelerate margin expansion and grow cash
flow. The following table summarizes the restructuring charges for the period (in thousands):
Employee severance and benefits .............................................................................................................. $
Non-cash employee severance and benefits - stock-based compensation .................................................
Total restructuring charges ................................................................................................................... $
2,399
42
2,441
The costs were paid in cash in fiscal year 2017. The corporate restructuring was complete as of June 30, 2017.
Fiscal Year Ended
June 30, 2017
14. Subsequent Events
In July 2017, the Company repurchased 30,977 shares of its common stock at a weighted average price of $3.99, excluding a
broker commission of $0.03 per share, at a total cost of $0.1 million. This completed the share repurchase program authorized by the
Board of Directors in November 2016.
In July 2017, the Board of Directors authorized a stock repurchase program allowing the Company to repurchase up to 905,000
outstanding shares of its common stock to offset annual dilution due to equity compensation. The Board of Directors will continue to
assess the repurchase program on an ongoing basis as circumstances change.
69
Item 9.
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the
effectiveness of our disclosure controls and procedures as of June 30, 2017. The term “disclosure controls and procedures,” as defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and
other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it
files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the
SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and
communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow
timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its
judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure
controls and procedures as of June 30, 2017, our Chief Executive Officer and Chief Financial Officer concluded that, due to the
existence of a material weakness as discussed further below, our disclosure controls and procedures were not effective at the
reasonable assurance level. Notwithstanding the identified material weaknesses, our management believes the consolidated financial
statements included in this Annual Report on Form 10-K fairly represent in all material respects our consolidated position, results of
operations and cash flows at and for the periods presented in accordance with U.S. GAAP.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes
in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and
procedures that:
(i)
(ii)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of its assets,
provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made
only in accordance with authorizations of our management and directors, and
(iii) provide reasonable assurance regarding prevention or timely detection of any unauthorized acquisition, use or disposition
of our assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of the effectiveness of internal controls over financial reporting to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Our management has assessed the effectiveness of the internal control over financial reporting as of June 30, 2017. In making
this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”) in Internal Control — Integrated Framework (2013).
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of our annual or quarterly financial statements will not be prevented or detected
on a timely basis.
We did not maintain effective internal control over financial reporting over the completeness and accuracy of the accounting for
non-standard revenue credits. Specifically, our internal controls did not identify non-standard revenue credits authorized but not timely
communicated to finance to ensure proper accounting evaluation. As a result, during the fourth quarter of 2017, we identified a non-
standard revenue credit that was not accounted for in the correct period.
This control deficiency resulted in an overstatement to revenue of $0.5 million for the quarterly period ended September 30,
2016 and an understatement to revenue for the quarterly periods ended December 31, 2016, March 31, 2017 and June 30, 2017 of $0.1
70
million, $0.1 million and $0.3 million. Management has concluded that such amounts were not material to our quarterly financial
statements for the periods ended September 30, 2016, December 31, 2016 and March 31, 2017. Additionally, the impact of correcting
this error as an out-of-period correction in the three months ended June 30, 2017 was not material. However; management assessed
that this control deficiency could result in a misstatement of the aforementioned account balance or disclosures that would result in a
material misstatement to our annual or quarterly financial statements that would not be prevented or detected on a timely basis.
Accordingly; we determined that this control deficiency constitutes a material weakness. Based on this evaluation, management has
concluded that our internal control over financial reporting was not effective as of June 30, 2017.
The effectiveness of our
internal control over financial reporting as of June 30, 2017 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in this Annual
Report on Form 10-K.
Plan for Remediation of Material Weakness in Internal Control over Financial Reporting
We have begun taking steps to remediate the material weakness identified above primarily through the development of
transactional and monitoring controls over non-standard revenue credits and revenue recognition trainings focused on senior-level
management, customer-facing employees as well as finance, sales and marketing personnel.
Remediation of Previously Reported Material Weakness in Internal Control over Financial Reporting
As disclosed in our fiscal year 2016 Annual Report on Form 10-K, management determined that we had a material weakness in
the design of our internal controls related to the accounting for stock-based compensation. We have taken steps to remediate the
material weakness previously reported. Specifically, we enhanced the stock-based compensation process to include formal
documentation and review of the expense recognition policy for new award types granted and significant modifications to existing
awards. Based on our evaluation and testing of the control implemented, we believe it is designed appropriately and operating
effectively. As such, management determined that, as of June 30, 2017, our implementation of the enhanced control fully remediated
the material weakness previously reported.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation required by
Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended June 30, 2017 that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.
Other Information
None
Item 10.
Directors, Executive Officers and Corporate Governance
PART III
The information required by this item concerning directors and executive officers is incorporated herein by reference from the
sections to be titled “Election of Class III Directors,” “Board of Directors” and “Directors and Executive Officers” in our definitive
proxy statement to be filed with the Securities and Exchange Commission in connection with our 2017 annual meeting of stockholders
(the “Proxy Statement”). The Proxy Statement is expected to be filed no later than 120 days after the end of our fiscal year ended June
30, 2017.
The information required by this item with respect to Section 16(a) of the Exchange Act is incorporated herein by reference
from the section to be titled “Section 16(a) Beneficial Ownership Reporting Compliance” in our Proxy Statement.
Code of Ethics
We have adopted a Code of Conduct and Ethics that applies to all of our employees, officers (including our principal executive
officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions), agents and
representatives, including directors and consultants. We will make any required disclosure of future amendments to our Code of
Conduct and Ethics, or waivers of such provisions, applicable to any principal executive officer, principal financial officer, principal
71
accounting officer or controller, or persons performing similar functions or our directors on the investor relations page of our
corporate website (www.quinstreet.com).
Item 11.
Executive Compensation
The information required by this item will be set forth in the sections to be titled “Report of the Compensation Committee,”
“Board of Directors” and “Executive Compensation” in our Proxy Statement and is incorporated herein by reference.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item will be set forth in the sections to be titled “Executive Compensation” and “Stock
Ownership of Certain Beneficial Owners and Management” in our Proxy Statement and is incorporated herein by reference.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
The information required by this item will be included in the section to be titled “Stock Ownership of Certain Beneficial Owners
and Management” and “Board of Directors” in the Proxy Statement and is incorporated herein by reference.
Item 14.
Principal Accountant Fees and Services
The information required by this item will be set forth in the section to be titled “Ratification of the Selection of
PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm” in our Proxy Statement and is incorporated
herein by reference.
72
Item 15.
Exhibits, Financial Statement Schedules
(a) We have filed the following documents as part of this Annual Report on Form 10-K:
1. Consolidated Financial Statements
PART IV
Report of Independent Registered Public Accounting Firm............................................................................................................
Consolidated Balance Sheets ...........................................................................................................................................................
Consolidated Statements of Operations...........................................................................................................................................
Consolidated Statements of Comprehensive Loss...........................................................................................................................
Consolidated Statements of Stockholders’ Equity ..........................................................................................................................
Consolidated Statements of Cash Flows..........................................................................................................................................
Notes to Consolidated Financial Statements ...................................................................................................................................
Page
46
47
48
49
50
51
52
2. Financial Statement Schedules
The following financial statement schedule is filed as a part of this report:
Schedule II: Valuation and Qualifying Accounts
The activity in the allowance for doubtful accounts, sales returns and the deferred tax asset valuation allowance are as follows
(in thousands):
Balance at the
beginning of the
year
Charged to
expenses/against
revenue
Write-offs
net of recoveries
Balance at the end
of the year
Allowance for doubtful accounts and sales returns
Fiscal year 2015 ................................................................................. $
Fiscal year 2016 ................................................................................. $
Fiscal year 2017 ................................................................................. $
1,922 $
2,064 $
2,285 $
923 $
789 $
291 $
Deferred tax asset valuation allowance
Fiscal year 2015 ................................................................................. $
Fiscal year 2016 ................................................................................. $
Fiscal year 2017 ................................................................................. $
68,172 $
73,241 $
79,868 $
5,069 $
6,627 $
2,096 $
(781) $
(568) $
(626) $
— $
— $
— $
2,064
2,285
1,950
73,241
79,868
81,964
Note: Additions to the allowance for doubtful accounts and the valuation allowance are charged to expense. Additions to the
allowance for sales credits are charged against revenue.
All other schedules are omitted because they are not required or the required information is shown in the financial statements or
notes thereto.
(b) Exhibits
See the exhibit index immediately following the signature page of this Annual Report on Form 10-K.
73
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized, on September 8, 2017.
SIGNATURES
QuinStreet, Inc.
By:
/s/ Douglas Valenti
Douglas Valenti
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints
Douglas Valenti and Gregory Wong, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution and re-substitution, for him in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K
and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange
Commission hereby ratifying and confirming that each of said attorneys-in-fact and agents, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated.
Signature
Title
/s/ Douglas Valenti
Douglas Valenti
/s/ Gregory Wong
Gregory Wong
/s/ Matthew Glickman
Matthew Glickman
/s/ Stuart Huizinga
Stuart Huizinga
/s/ Robin Josephs
Robin Josephs
/s/ John G. McDonald
John G. McDonald
/s/ David Pauldine
David Pauldine
/s/ Gregory Sands
Gregory Sands
/s/ Marjorie T. Sennett
Marjorie T. Sennett
/s/ Andrew Sheehan
Andrew Sheehan
/s/ James Simons
James Simons
Chairman of the Board and Chief
Executive Officer (Principal Executive
Officer)
Chief Financial Officer and Senior Vice President
(Principal
Financial and Accounting Officer)
Director
Director
Director
Director
Director
Director
Director
Director
Director
74
Date
September 8, 2017
September 8, 2017
September 8, 2017
September 8, 2017
September 8, 2017
September 8, 2017
September 8, 2017
September 8, 2017
September 8, 2017
September 8, 2017
September 8, 2017
EXHIBIT INDEX
Exhibit
Number
2.1
3.1
3.2
4.1
10.1+
10.2+
10.3+
10.4+
10.5+
10.6+
10.7+
10.8+
10.9+
10.10+
10.11+
10.12+
10.13+
Description of Exhibit
Stock Purchase Agreement, dated November 5, 2010, by
and among QuinStreet, Inc., Car Insurance.com, Inc.,
Car Insurance Agency, Inc., Car Insurance Holdings,
Inc., CarInsurance.com, Inc., Lloyd Register IV, Lloyd
Register III, David Fitzgerald, Timothy Register, Randy
Horowitz and Erick Pace.
Amended and Restated Certificate of Incorporation.
Bylaws.
Form of QuinStreet, Inc.’s Common Stock Certificate.
QuinStreet, Inc. 2008 Equity Incentive Plan.
Forms of Option Agreement and Option Grant Notice
under 2008 Equity Incentive Plan (for non-executive
officer employees).
Forms of Option Agreement and Option Grant Notice
under 2008 Equity Incentive Plan (for executive
officers).
Forms of Option Agreement and Option Grant Notice
under 2008 Equity Incentive Plan (for non-employee
directors).
QuinStreet, Inc. 2010 Equity Incentive Plan.
Forms of Option Agreement and Option Grant Notice
under 2010 Equity Incentive Plan (for non-executive
officer employees).
Forms of Option Agreement and Option Grant Notice
under 2010 Equity Incentive Plan (for executive
officers).
Forms of Senior Management Restricted Stock Unit
(RSU) Grant Notice and Agreement under 2010 Equity
Incentive Plan (for executive officers).
Forms of Restricted Stock Unit (RSU) Grant Notice and
Agreement under 2010 Equity Incentive Plan (for non-
executive officer employees).
Form of Restricted Stock Unit Agreement under 2010
Equity Incentive Plan (for non-employee directors).
QuinStreet, Inc. 2010 Non-Employee Directors’ Stock
Award Plan.
Forms of Option Agreement and Option Grant Notice for
Initial Grants under the 2010 Non-Employee Directors’
Stock Award Plan.
Forms of Option Agreement and Option Grant Notice for
Annual Grants under the 2010 Non-Employee Directors’
Stock Award Plan.
Form
8-K
S-1/A
S-1/A
S-1/A
S-1
S-1
File Number
Exhibit
Filing Date
001-34628
2.1
November 8, 2010
333-163228
333-163228
333-163228
333-163228
333-163228
3.2
3.4
4.1
10.1
10.2
December 22, 2009
December 22, 2009
January 14, 2010
November 19, 2009
November 19, 2009
S-1
333-163228
10.3
November 19, 2009
S-1
333-163228
10.4
November 19, 2009
S-8
S-8
333-165534
99.9
March 17, 2010
333-165534
99.10
March 17, 2010
S-8
333-165534
99.11
March 17, 2010
10-K
001-34628
10.8
August 23, 2012
10-K
001-34628
10.9
August 23, 2012
10-K
001-34628
10.10
August 20, 2013
S-8
S-8
333-165534
99.12
March 17, 2010
333-165534
99.13
March 17, 2010
S-8
333-165534
99.14
March 17, 2010
10.15+
Annual Incentive Plan.
S-1/A
333-163228
10.12
January 14, 2010
75
10.16
10.17
10.18
10.19+
10.20
10.21
10.23
10.24
10.26
10.27+
10.28+
10.29
Second Amended and Restated Revolving Credit and
Term Loan Agreement, by and among QuinStreet, Inc.,
the lenders thereto and Comerica Bank as Administrative
Agent Sole Lead Arranger and Sole Bookrunner, Bank
of America N.A. as Syndication Agent, and Union Bank,
N.A. as Documentation Agent dated as of
November 4, 2011.
First Amendment to Second Amended and Restated
Revolving Credit and Term Loan Agreement and
Amendment to Guaranty dated as of February 15, 2013.
Office Lease Metro Center, dated as of February 25,
2010, between the registrant and CA-Metro Center
Limited Partnership.
Form of Indemnification Agreement made by and
between QuinStreet, Inc. and each of its directors and
executive officers.
Assurance of Voluntary Compliance dated June 26, 2012
by and among QuinStreet, Inc. and the Attorneys
General of the States of Alabama, Arizona, Arkansas,
Delaware, Florida, Idaho, Illinois, Iowa, Kentucky,
Massachusetts, Mississippi, Missouri, Nevada, New
York, North Carolina, Ohio, Oregon, South Carolina,
Tennessee and West Virginia.
License and Investment Agreement by and among
QuinStreet, Inc., Bronwyn Syiek and TownB
Corporation dated August 23, 2012.
Transition Agreement dated September 18, 2013
between the Company and Scott Mackley.
Transition Agreement dated September 18, 2013
between the Company and Bronwyn Syiek.
Second Amendment to the Second Amended and
Restated Revolving Credit and Term Loan Agreement,
as amended from time to time, dated as of July 17, 2014,
by and among QuinStreet, Inc., Comerica Bank, as
administrative agent, and certain lenders party thereto.
Forms of Senior Management Performance-Based
Restricted Stock Unit (RSU) Grant Notice and
Agreement under 2010 Equity Incentive Plan (for
executive officers).
Form of Deferred Restricted Stock Unit Agreement
under 2010 Non-Employee Directors’ Stock Award Plan.
Third Amendment, to the Second Amended and Restated
Revolving Credit and Term Loan Agreement, as
amended from time to time, dated as of June 11, 2015,
by and among QuinStreet, Inc., Comerica Bank, as
administrative agent, and certain lenders party thereto.
10-Q
001-34628
10.1
November 8, 2011
10-Q
001-34628
10.1
February 15, 2013
10-Q
001-34628
10.1
May 12, 2010
S-1/A
333-163228
10.19
January 26, 2010
8-K
001-34628
10.1
June 27, 2012
10-K
001-34628
10.19
August 23, 2012
8-K
8-K
8-K
001-34628
10.1
September 19, 2013
001-34628
10.2
September 19, 2013
001-34628
10.1
July 22, 2014
10-K
001-34628
10.27
September 12, 2014
10-Q
001-34628
10.1
February 6, 2015
8-K
001-34628
10.1
June 12, 2015
10.30+
Forms of Performance-Based Restricted Stock Unit
(RSU) Grant Notice and Agreement under 2010 Equity
Incentive Plan (for non-executive officer employees).
10.31
Counselor Agreement dated December 31, 2015 between
the Company and William Bradley.
76
10-K
001-34628
10.30
August 19, 2015
10-Q
001-34628
10.1
February 9, 2016
10.32
Form of Change in Control Severance Agreement.
10-Q
001-34628
10.1
November 9, 2016
10.33*+
Forms of Restricted Stock Unit (RSU) Grant Notice and
Agreement under 2010 Equity Incentive Plan (for
employees with a Change in Control Severance
Agreement).
10.34*+
Forms of Option Agreement and Option Grant Notice
under 2010 Equity Incentive Plan (for employees with a
Change in Control Severance Agreement).
23.1*
24.1*
31.1*
31.2*
Consent of Independent Registered Public Accounting
Firm.
Power of Attorney (incorporated by reference to the
signature page of this Annual Report on Form 10-K).
Certification of the Chief Executive Officer of
QuinStreet, Inc. pursuant to Section 302 of the Sarbanes-
Oxley Act.
Certification of the Chief Financial Officer of
QuinStreet, Inc. pursuant to Section 302 of the Sarbanes-
Oxley Act.
32.1**
Section 1350 Certifications of Chief Executive Officer
and Chief Financial Officer.
101.INS* XBRL Instance Document
101.SCH* XBRL Taxonomy Extension Schema Document
101.CAL* XBRL Taxonomy Extension Calculation Linkbase
Document
101.DEF* XBRL Taxonomy Extension Definition Linkbase
Document
101. LAB* XBRL Taxonomy Extension Label Linkbase Document
101. PRE* XBRL Taxonomy Extension Presentation Linkbase
Document
Filed herewith.
Furnished herewith.
Indicates management contract or compensatory plan.
*
**
+
77
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-213220, 333-206472, 333-
198714, 333-190735, 333-183517, 333-176272, 333-168322, 333-165534) of QuinStreet, Inc. of our report dated September 8, 2017
relating to the consolidated financial statements, financial statement schedule and the effectiveness of internal control over financial
reporting, which appears in this Form 10-K.
Exhibit 23.1
/s/ PricewaterhouseCoopers LLP
San Jose, California
September 8, 2017
Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT
I, Douglas Valenti, certify that:
1. I have reviewed this annual report on Form 10-K of QuinStreet, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in
this report;
4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report
based on such evaluation; and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the
company’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the
equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report
financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: September 8, 2017
/s/ Douglas Valenti
Douglas Valenti
Chairman and Chief Executive Officer
(Principal Executive Officer)
Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT
I, Gregory Wong, certify that:
1. I have reviewed this annual report on Form 10-K of QuinStreet, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with
respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in
this report;
4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report
based on such evaluation; and
(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the
company’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the
equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report
financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: September 8, 2017
/s/ Gregory Wong
Gregory Wong
Chief Financial Officer and Senior Vice President
(Principal Financial and Accounting Officer)
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF
FINANCIAL OFFICER PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
The certification set forth below is being submitted in connection with the report on Form 10-K of QuinStreet, Inc. (the
“Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the
“Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
Douglas Valenti, the Chief Executive Officer and Gregory Wong, the Chief Financial Officer of QuinStreet, Inc., each certifies
that, to the best of his knowledge:
1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of QuinStreet, Inc.
Date: September 8, 2017
/s/ Douglas Valenti
Name: Douglas Valenti
Chairman and Chief Executive Officer
(Principal Executive Officer)
/s/ Gregory Wong
Name: Gregory Wong
Chief Financial Officer and Senior Vice President
(Principal Financial and Accounting Officer)
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