UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended June 30, 2021
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
Trading Symbol
QNST
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 every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
Emerging growth company
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☐
☐
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Yes ☒ No ☐
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, 2020, 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 $1,065,707,917. 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 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 16, 2021: 54,122,667
Documents Incorporated by Reference:
Portions of the registrant’s definitive proxy statement relating to its 2021 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, 2021
TABLE OF CONTENTS
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
PART I.
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.
Item 9A.
Item 9B.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Item 16.
Financial Statements and Supplementary Data
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
PART III.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Exhibits, Financial Statement Schedules
Form 10-K Summary
Signatures
PART IV.
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CAUTIONARY NOTE ON 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 general economic conditions and market dynamics in the United States, or in the specific markets in which we currently do
business, including as a result of the COVID-19 pandemic;
the impact of the COVID-19 pandemic and its aftermath on us, our third-party publishers’, and our clients’ businesses, the extent of which
will depend on future actions and outcomes that are highly uncertain and cannot be predicted, including the duration and scope of the
pandemic; business and individuals' actions in response to the pandemic; further actions taken by governmental authorities to limit the human
and economic impact of the pandemic (e.g., stimulus payments); the development, efficacy and distribution of vaccines for COVID-19; and
the impact on economic activity including the length and depth of the economic downturn or financial market instability;
changes in the regulatory enforcement or legislative environment;
our dependence on the availability and affordability of quality media from third-party media sources 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;
our ability to implement our enhanced products across our business and achieve client adoptions of such products;
our ability to successfully complete acquisitions, divestitures and other business development transactions including our ability to enter into,
and manage the relationship and risks associated with, strategic partnerships; 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 marketplaces and technologies for the financial services and home services industries. 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 clicks, leads, calls, applications and
customers. We specialize in customer
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acquisition for clients in high value, information-intensive markets, or “verticals,” including financial services and home services. Our clients include some
of the world’s largest companies and brands in those markets. The majority of our operations and revenue are in North America.
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 click,” “per lead,” 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 media sources, strategic partners
and other online media sources to generate qualified clicks, leads, 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 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 22 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.
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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.
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 clicks, leads, 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 qualified inquiries such as clicks, leads, calls,
applications, or customers. Clicks, leads, 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 inquiries in the form of clicks, leads, 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., funded loans, 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 clicks, leads, 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 with online publisher partners, large and
small) or by purchasing media (e.g., clicks from major search engines);
run advertisements or other forms of marketing messages and programs in that media that result in consumer or visitor responses, typically in
the form of clicks (by a consumer to further qualification or matching steps, or to online client applications or offerings), leads (e.g.,
consumer contact information), calls (from a consumer or to a consumer by our owned and operated or contracted call centers or by that of
our clients or their agents), applications (e.g., for enrollment or a financial product), or customers (e.g., funded personal loans); and
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continuously seek to display clients and client offerings to visitors or consumers that result in the maximum number of consumers finding
solutions that can meet their needs and to which they will take action to respond, resulting in media buying efficiency (e.g., by segmenting
media or traffic so that the most appropriate clients or client offerings can be displayed or “matched” to each segment based on fit, response
rates or conversion rates);
through technology and analytics, seek to optimize combination of objectives to satisfy the maximum number of shopping or researching
visitors or consumers, deliver on client marketing objectives, effectively compete for online media, and generate 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 clicks, leads, 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 clicks, leads, 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 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 media sources (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;
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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 2021, 2020 and 2019, we had one client, The Progressive Corporation, that accounted for 23%, 21% and 22% of net revenue. No
other client accounted for 10% or more of net revenue in fiscal years 2021, 2020 and 2019. Our top 20 clients accounted for 58%, 55% and 54% of net
revenue in fiscal years 2021, 2020 and 2019. 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 media sources, 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 2021, 2020 and 2019, we spent $19.3 million, $14.2 million and $12.3 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.
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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 and MediaAlpha in the financial services client vertical. Some of our competition also comes
from agencies or clients spending directly with larger websites or portals, including Google, Yahoo! and Microsoft.
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. In our financial services client 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. 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.
Human Capital Resources
Our business success depends on our people. We are committed to the development, attraction and retention of our employees. We are dedicated to
our core principles and values which include: leading and taking ownership of results and growth, embracing new ideas and approaches as opportunities to
improve our performance, striving to better understand and anticipate the needs of all stakeholders, and holding ourselves to high standards of performance
and excellence. We strive to invest in professional learning and personal development opportunities that would develop talent and support personal, career
and leadership growth. We hold ourselves accountable and we are committed to pay equity and parity. Our compensation philosophy is designed with both
short- and long-term incentives. We prioritize the health, safety and wellness of our employees and strive to create an environment where our employees
are productive and also physically and mentally healthy, safe and well. As a result of the COVID-19 pandemic and related public health measures including
restrictions, we closed our offices and required our employees to work remotely. The health of our workforce remains our top priority while we work to
ensure a safe re-opening of our offices around the world.
As of June 30, 2021, we had 614 employees, which consisted of 165 employees in product development, 47 in sales and marketing, 40 in general
and administration and 362 in operations. None of our employees are represented by a labor union.
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.
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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.
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.
Summary of Risks Associated with Our Business
The following is a summary of the principal factors that make an investment in our common stock speculative or risky. These risks, and others, are
described in further detail below this summary.
• 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.
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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 depend on third-party media sources, 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.
• We are exposed to online security risks particularly given that we gather, transmit and store personally identifiable information. If we fail to
maintain adequate reasonable safeguards to protect the security, confidentiality and integrity of personally identifiable information including
failure to develop, implement and support our technology infrastructure and assessment processes, we may be in breach of our commitments to our
clients and consumers. Unauthorized access to or accidental disclosure of confidential or proprietary data in our network systems may cause us to
incur significant expenses and may negatively affect our reputation and business.
• 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.
• We face risks and uncertainties related to the COVID-19 pandemic and its aftermath, which could significantly disrupt our operations and which
could have a material adverse impact on our business, financial condition, operating results and cash flows. These risks and uncertainties could
pertain to other viruses, pandemics or other such unforeseen and broad-based public health crises.
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Negative changes in economic 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.
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.
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.
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Limitations restricting our ability to market to users or collect and use data derived from user activities by technologies, service providers or
otherwise could significantly diminish the value of our services and have an adverse effect on our ability to generate revenue.
If we do not adequately protect our intellectual property rights, our competitive position and business may suffer.
• We are subject to risks with respect to counterparties, and failure of such counterparties to meet their obligations could cause us to suffer losses or
negatively impact our results of operations and cash flows.
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. We believe that our implementation of our enhanced products and media
strategies across our business is in a relatively early stage. For example, we introduced our new QuinStreet Rating Platform (“QRP”) product for insurance
agents. 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 and products such as QRP;
changes in the general economic conditions and market dynamics in the United States, or in the specific markets in which we currently do
business, including as a result of the COVID-19 pandemic;
the impact of the COVID-19 pandemic and its aftermath on us, our third-party publishers’, and our clients’ businesses, the extent of which
will depend on future actions and outcomes that are highly uncertain and cannot be predicted, including the duration and scope of the
pandemic; business and individuals' actions in response to the pandemic; further actions taken by governmental authorities to limit the human
and economic impact of the pandemic (e.g., stimulus payments); the development, efficacy and distribution of vaccines for COVID-19; and
the impact on economic activity including the length and depth of the economic downturn or financial market instability;
changes in the regulatory enforcement or legislative environment;
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;
our ability to implement our enhanced products across our business and achieve client adoptions of such products;
our ability to successfully complete acquisitions, divestitures and other business development transactions including our ability to enter into,
and manage the relationship and risks associated with, strategic partnerships; 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.
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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 inquiries such as clicks, leads,
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 marketing results
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. For example, macroeconomic conditions such as an economic downturn or public health crises such as the COVID-19
pandemic have impacted and may continue to impact our clients’ marketing spend in the short-term and potentially in the long-term. If any of our clients
decided not to continue to place 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 marketing results from us, could have a material adverse effect on our business,
financial condition, operating results and cash flows.
Furthermore, a substantial portion of our revenue is generated from a limited number of clients, including one client that accounted for 23% of our net
revenue for fiscal year 2021. Our clients can generally terminate their contracts with us at any time or pause marketing spending without contract
termination, 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 such future price or volume reductions, or drop in media monetization, could result in lower revenue or margin
which could have a material adverse effect on our business, financial condition, operating results and cash flows. 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.
We depend on third-party media sources, 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 its media channel or 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.
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We are exposed to online data privacy and security risks particularly given that we gather, transmit and store personally identifiable information. If
we fail to maintain adequate reasonable safeguards to protect the security, confidentiality and integrity of personally identifiable information including
failure to develop, implement and support our technology infrastructure and assessment processes, we may be in breach of our commitments to our
clients and consumers. Unauthorized access to or accidental disclosure of confidential or proprietary data in our network systems 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 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 may also make commitments to our clients regarding our
security practices in connection with clients’ due diligence. 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 or third-party, such that electronic or physical computer break-ins, cyber-attacks, malware/ransomware, 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 public
disclosure of 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 Capital
One, Equifax, 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.
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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. If one or more of the search engines or other online sources
on which we rely for purchased listings modifies or terminates its relationship with us, our expenses could rise, we could lose consumers, and traffic to our
websites could decrease. Changes in how search engines elect to operate, including with respect to the breadth of keyword matching, could also have an
adverse impact on our campaigns. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.
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 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.
Negative changes in the economic 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 and, following the disposition of our education client vertical in the first quarter of fiscal year 2021, we expect that our revenue will be derived
primarily from our financial services and home services client verticals. Changes in the macroeconomic or market conditions and changes in the regulatory
environment have in the past affected, and may continue to negatively affect, our clients’ businesses, marketing practices and budgets and, therefore,
impact our business, financial condition, operating results and cash flows.
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We, 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 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. Keeping our business in compliance with or bringing our business into compliance with new laws, therefore, may be costly, affect
our revenue and harm our financial results. We believe increased regulation may continue to occur in the area of data privacy, and laws and regulations
applying to the solicitation, collection, retention, deletion and processing, sharing or use of personally identifiable information. For example, the State of
California enacted the California Consumer Privacy Act of 2018 (“CCPA”) that took effect on January 1, 2020 and in November 2020, California voters
passed ballot Proposition 24, the California Privacy Rights Act of 2020 (“CPRA”). CPRA brings several changes to the CCPA, the majority of which will
become operative on January 1, 2023. CCPA and CPRA apply to our business and marketing activities. Among other things, CCPA requires covered
businesses to provide new disclosures to California consumers about their data collection, use and sharing practices and with limited business exceptions,
CCPA affords such consumers new rights to request deletion of data collected about them as well as to opt-out of certain data sharing practices. Further,
foreign laws and regulations such as the General Data Protection Regulation (“GDPR”), which became effective in May 2018, may apply to our business
and marketing activities that are offered to European Union users. The GDPR created a range of new compliance obligations and penalties for non-
compliance are significant. The foregoing could affect our ability to use and share data and may result in expenditures to ensure our ability to store, use,
process and share data in accordance with applicable laws and regulations. Violations or alleged violations of laws by us, our third-party publishers or our
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 including amendments thereof 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.
For example, the Federal Communications Commission amended the Telephone Consumer Protection Act (the “TCPA”) that affects telemarketing calls
including SMS or text messaging. 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 have 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. The changes to the TCPA regulations have resulted in
an increase in individual and class action litigation against marketing companies for alleged TCPA violations. Additionally, we generate inquiries from
users that 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 inquiry 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 performance
marketing 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
our dispositioned assets or businesses, we retain certain liabilities or obligations in connection with our pre-closing actions or omissions, contractual or
otherwise. 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
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vertical that was conducted by the attorneys general of a number of states; and, in the first quarter of fiscal year 2021, we dispositioned our education client
vertical. Because our subsidiary CloudControlMedia, LLC (“CCM”) provides performance marketing agency and technology services for education clients,
we may still be subject to investigations, audits, inquiries, claims or litigation related to education. If any 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
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.
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 or enhanced 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 services obsolete and unmarketable or require unanticipated
investments in technology. We continually make enhancements and other modifications to our proprietary technologies as well as our product and service
offerings. This includes expansion into new categories (e.g., health insurance). Our product changes may contain design or performance defects that are not
readily apparent. Expanded category offerings may experience issues as we launch new products and services. If our proprietary technologies or our new or
enhanced products and services fail to achieve their intended purpose or are less effective than technologies or products and services 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. For example, the COVID-19 pandemic has in the short-run, and may over the longer term, make our results of operations difficult to
predict, especially for our credit-driven businesses. Furthermore, changes in monetary or fiscal policy as the result of the pandemic or otherwise may have
consequences to our businesses, including our credit-driven businesses, which are unprecedented or otherwise difficult to predict. 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 changes and evolves over time, 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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loss of or reduced demand by existing clients and agencies;
the availability and price of quality media;
consolidation of media sources;
seasonality;
development and implementation of our media strategies and client initiatives;
changes in our revenue mix and shifts in margins related to changes in our media, client, or corporate development strategies;
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 clients’ industries.
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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 new products and investments and may experience inadequate or unpredictable return of capital on our investments. As a
result of these new products and investments, we may 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.
Our visitor traffic and our clients’ spend can be impacted by interest rate volatility.
Visitor traffic to our online platforms in our lending and banking client verticals may change as interest rates change. A decrease in interest rates may
lead to more consumers looking to lower their borrowing costs. These consumers may visit our websites, websites within or outside our publisher network,
or our clients’ websites. To the extent consumers visit websites not in our network our lending client vertical may be adversely impacted. A decrease in
interest rates may also reduce consumer demand for banking products. Interest rate increases may decrease demand for lending products but may not
increase demand for banking products. Federal Reserve Board actions, regulations restricting the amount of interest and fees that may be charged to
consumers, increased borrower default levels, tightening or uncertainty with respect to underwriting standards, and general market conditions affecting
access to credit could also cause significant fluctuations in consumer behavior, as well as volatility in client spending and demand for media, each of which
could 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 clients’ 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 and MediaAlpha in the financial services 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 performance
marketing services 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.
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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 Bing, 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.
Many people are using mobile devices to access the Internet. If we fail to optimize our websites for mobile access with respect to user interfaces, 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. For example, a user’s experience on a mobile device with respect to user interfaces such as an online
marketing website and content originally designed for desktop or laptop computers will be suboptimal unless such website and content are designed to
accommodate and improve mobile access to ensure a positive user experience. It also requires us to develop new product offerings specifically designed for
mobile devices, such as social media advertising opportunities. 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 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. 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.
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If we are unable to collect our receivables from our clients, our results of operations and cash flows could be adversely affected.
We expect to obtain payment from our clients for work performed and maintain an allowance against receivables for potential losses on client accounts.
Actual losses on client receivables could differ from those that we currently anticipate and, as a result, we might need to adjust our allowances. We may not
accurately assess the creditworthiness of our clients. Macroeconomic conditions, such as any evolving industry standards, economic downturns, changing
regulatory conditions and changing visitor and client demands, could also result in financial difficulties for our clients, including insolvency or bankruptcy.
As a result, this could cause clients to delay payments to us, request modifications to their payment arrangements that could extend the timing of cash
receipts or default on their payment obligations to us. For example, in the third quarter of fiscal year 2019, we recorded a one-time charge of $8.7 million
for bad debt expense related to a large former education client, which arose in part due to the U.S. Department of Education restricting one of its for-profit
schools from participating in Title IV programs. If we experience an increase in the time to bill and collect for our services, our results of operations and
cash flows could be adversely affected.
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 when 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.
If we do not effectively manage any future growth or if we are not able to scale our products or upgrade our technology or network hosting
infrastructure 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 may 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, including our acquisitions of Modernize, Inc.
(“Modernize”), Mayo Labs, LLC (“Mayo Labs”) and FC Ecosystem, LLC (“FCE”) completed in fiscal year 2021, and the acquisitions of
AmOne Corp. (“AmOne”), CloudControlMedia, LLC (“CCM”) and MyBankTracker.com, LLC (“MBT”) completed in fiscal year 2019;
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. Any such expansion could be expensive and complex and could result
in inefficiencies or operational failures. If we do not implement such 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.
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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.
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, and continue to be, an important element of our overall corporate strategy and use of capital. In addition, although
we announced that we paused our financial advisor-led review of strategic alternatives due in large part to market uncertainties as a result of the COVID-
19 pandemic, we regularly review and assess strategic alternatives in the ordinary course of business, including potential acquisitions, investments or
divestitures. These potential strategic alternatives may result in a wide array of potential strategic transactions that could be material to our financial
condition and results of operations. For example, we acquired Modernize, Mayo Labs and FCE in fiscal year 2021, and acquired AmOne, CCM and MBT
in fiscal year 2019. Furthermore, we divested our education client vertical in fiscal year 2021, and we divested our B2B client vertical, our businesses in
Brazil consisting of QuinStreet Brasil Online Marketing e Midia Ltda (“QSB”) and VEMM, LLC (“VEMM”) along with its interests in EDB, and our
mortgage client vertical in the second half of fiscal year 2020.
Acquisitions, investments or divestitures, and the process of evaluating strategic alternatives, involves a number of risks and uncertainties. For example,
the process of integrating an acquired company, business or technology has in the past created, and may create in the future, unforeseen operating
challenges, risks and expenditures, including with respect to: (i) integrating an acquired company’s accounting, financial reporting, management
information and information security, human resource, and other administrative systems to permit effective management, and the lack of control if such
integration is delayed or not implemented; (ii) integrating the controls, procedures and policies at companies we acquire appropriate for a public company;
and (iii) transitioning the acquired company’s operations, users and customers onto our existing platforms. The success of our acquisitions and other
investments will depend in part on our ability to successfully integrate and leverage them to enhance our existing products and services or develop
compelling new ones. It may take longer than expected to realize the full benefits from these acquisitions or investments, such as increased revenue,
enhanced efficiencies, or increased market share, or the benefit may ultimately be smaller than we expected. Our failure to address these risks or other
problems encountered in connection with our 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.
In addition, evaluating, negotiating and completing strategic transactions, including acquisitions, investments or divestitures, may distract management
from our other businesses and result in significant expenses. Moreover, we may invest significant resources towards evaluating and negotiating strategic
alternatives that do not ultimately result in a strategic transaction.
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Our acquisitions or investments could also result in dilutive issuances of our equity securities, the incurrence of debt or deferred purchase price
obligations, contingent liabilities, amortization expense, impairment of goodwill or restructuring charges, any of which could harm our financial condition
or results. For example, under our acquisition agreement with MBT, we are required to pay $4.0 million in post-closing payments and an estimated fair
value of contingent consideration of $1.5 million of which the contingent consideration was paid off in the third quarter of fiscal year 2020. Under our
acquisition agreement with CCM, we are required to pay $7.5 million in post-closing payments and an estimated fair value of contingent consideration of
$3.6 million. Under our acquisition agreement with AmOne, we are required to pay $8.0 million in post-closing payments. Under our acquisition
agreement with Modernize, we are required to pay $27.5 million in post-closing payments. Under our acquisition agreement with Mayo Labs, we are
required to pay $2.0 million in post-closing payments. Under our acquisition agreement with FCE, we are required to pay $4.0 million in post-closing
payments and contingent consideration of up to an additional $9.0 million. Also, the anticipated benefit of many of our strategic transactions, including
anticipated synergies, may not materialize. Employee retention may be adversely impacted as the result of acquisitions, and our ability to manage across
multiple remote locations and business cultures could adversely affect the realization of anticipated benefits. In connection with a disposition of assets or a
business, we may also 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. Other than our data privacy and security assessment processes, 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.
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 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 media 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 home services products
are historically subject to seasonal trends. These trends reflect the general patterns of the home services industry, which typically peak in the spring and
summer seasons. Other factors affecting our 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 and damage or interruption in our
clients’ operations, either of which can lead 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, operating results and cash flows.
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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.
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.
Limitations restricting our ability to market to users or collect and use data derived from user activities by technologies, service providers or
otherwise 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. 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 for optimization. The use of cookies is the subject of litigation, regulatory scrutiny
and industry self-regulatory activities, including the discussion of “do-not-track” technologies, guidelines and substitutes to cookies. With respect to
industry self-regulatory activities, the leading web browsing companies have started or announced their intent to block or phase out third-party cookies
from their web browsers. 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.
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Furthermore, actions by service providers could restrict our ability to deliver Internet-based advertising. For example, if email service providers
(“ESPs”) categorize our emails as “promotional,” then these emails may be directed to an alternate and less readily accessible section of a consumer’s
inbox. In the event ESPs materially limit or halt the delivery of our emails, or if we fail to deliver emails to consumers in a manner compatible with ESPs’
email handling or authentication technologies, our ability to contact consumers through email could be significantly restricted. In addition, if we are placed
on “spam” lists or lists of entities that have been involved in sending unwanted, unsolicited emails, or if internet service providers prioritize or provide
superior access to our competitors’ content, our business and results of operations may be adversely affected.
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.
Risks Related to Our Intellectual Property
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. For example, past
or current employees, contractors or agents may reveal confidential or 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 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.
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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.
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,
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.
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.
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, including outlook, that are not in line with analyst expectations;
geopolitical and predominantly domestic as well as potentially international economic conditions in addition to public health crises such as the
COVID-19 pandemic;
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;
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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;
fluctuations in the stock price and operating results of our competitors or perceived competitors that operate in our industries;
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, 2021, our directors and executive officers, together with their affiliates, beneficially or otherwise owned approximately 7% 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:
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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.
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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.
Our board of directors has authorized a stock repurchase program allowing us to repurchase up to 966,000 outstanding shares of our common stock that
commenced in October 2017. As of June 30, 2021, the number of shares that remains available for repurchase pursuant to our stock repurchase program is
903,636 shares. 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, authorized by our board of directors, does not obligate us to repurchase any specific dollar amount or to
acquire any specific number of shares and does not have an expiration date. 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.
We may be subject to short selling strategies that may drive down the market price of our common stock.
Short sellers may attempt to drive down the market price of our common stock. Short selling is the practice of selling securities that the seller does not
own but may have borrowed with the intention of buying identical securities back at a later date. The short seller hopes to profit from a decline in the value
of the securities between the time the securities are borrowed and the time they are replaced. As it is in the short seller’s best interests for the price of the
stock to decline, many short sellers (sometime known as “disclosed shorts”) publish, or arrange for the publication of, negative opinions regarding the
relevant issuer and its business prospects to create negative market momentum. Although traditionally these disclosed shorts were limited in their ability to
access mainstream business media or to otherwise create negative market rumors, the rise of the Internet and technological advancements regarding
document creation, videotaping and publication by weblog (“blogging”) have allowed many disclosed shorts to publicly attack a company’s credibility,
strategy and veracity by means of so-called “research reports” that mimic the type of investment analysis performed by large Wall Street firms and
independent research analysts. These short attacks have, in the past, led to selling of shares in the market. Further, these short seller publications are not
regulated by any governmental, self-regulatory organization or other official authority in the U.S. and they are not subject to certification requirements
imposed by the Securities and Exchange Commission. Accordingly, the opinions they express may be based on distortions, omissions or fabrications.
Companies that are subject to unfavorable allegations, even if untrue, may have to expend a significant amount of resources to investigate such allegations
and/or defend themselves, including shareholder suits against the company that may be prompted by such allegations. We have in the past, and may in the
future, be the subject of shareholder suits that we believe were prompted by allegations made by short sellers.
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.
25
If we identify material weaknesses in our internal control over financial reporting 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 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.
In fiscal years 2017 and 2016, we 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. While no material weaknesses were identified in our internal control
over financial reporting as of June 30, 2021, we cannot assure you that we will not in the future identify material weaknesses. In addition, 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. 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 reputation may be harmed and our stock price may decline.
We may be required to record a significant charge to earnings if our goodwill or intangible assets become impaired.
We have a substantial amount of goodwill and purchased intangible assets on our consolidated balance sheet as a result of 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 and acquired technology, among
others, as of the acquisition date, and are amortized based on their economic lives. We are required to evaluate our intangible assets for impairment when
events or changes in circumstances indicate the 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.
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.
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:
26
•
•
•
•
•
•
•
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 acquirer from conducting a solicitation of proxies to
elect the acquirer’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.
General Risk Factors
We face risks and uncertainties related to the COVID-19 pandemic and its aftermath, which could significantly disrupt our operations and which
could have a material adverse impact on our business, financial condition, operating results and cash flows. These risks and uncertainties could
pertain to other viruses, pandemics or other such unforeseen and broad-based public health crises.
Our business has been and may continue to be adversely impacted by the effects of COVID-19 and its aftermath. In addition to negative
macroeconomic effects on our business, decreased consumer demand for products offered by our clients, and reduced client budgets, the COVID-19
pandemic and any other related adverse public health developments have caused and may further cause declines in revenue and margin, and disruption to
our business may continue or worsen over a prolonged period. The businesses of our clients and third-party media publishers (including strategic partners)
have also been negatively affected and may continue to be disrupted by reduced demand, consumer creditworthiness, delinquencies, absenteeism,
quarantines, economic responses our government is taking to limit the human and economic impact of the COVID-19 pandemic (e.g., stimulus payments)
and restrictions on employees’ ability to work, office closures and travel or health-related restrictions. In addition, in the aftermath of the pandemic, it may
be the case that consumers spend less time researching and comparing online, which could represent decreased demand for the online products and services
that we market for our clients. Depending on the magnitude and duration of such disruptions and their effect on client spending and/or the availability of
quality media from third-party publishers including strategic partners, our business, financial condition, operating results and cash flows could be adversely
affected.
27
In addition, COVID-19 or other disease outbreaks has in the short-run, and may over the longer term, adversely affect the economies and financial
markets within many countries, including in the United States, resulting in an economic downturn that has and could continue to negatively affect
marketing and advertising spend in products offered by our clients or on media availability or performance. For example, certain companies that operate in
the credit-driven markets such as credit cards and personal loans have been negatively impacted by economic and employment conditions. Such continuing
effects of COVID-19, and other similar effects, have resulted and may continue to result in reduced marketing and advertising spend or drops in media
availability or performance, which could have a material adverse effect on our business, financial condition, operating results and cash flows. There can be
no assurance that any decrease in revenue or margin resulting from COVID-19 will be offset by increased revenue or margin in subsequent periods or that
our business, financial condition, operating results and cash flows will remain consistent with pre-pandemic expectations and/or performances.
Furthermore, we may experience disruptions to our business operations resulting from quarantines, self-isolations, or other movement and restrictions
on the ability of our employees to perform their jobs that may impact our sales and marketing activities and our ability to design, develop or deliver our
products and services in a timely manner or meet customer commitments, which could have a material adverse impact on our business, financial condition,
operating results and cash flows. In addition, we previously announced that we paused our financial advisor-led process to review strategic alternatives in
large part due to market uncertainties resulting from the COVID-19 pandemic.
Moreover, to the extent the COVID-19 pandemic or any worsening of the global business and economic environment as a result thereof adversely
affects our business, financial condition, operating results and cash flows, it may also have the effect of heightening or exacerbating many of the other risks
described in these risk factors, such as those relating to a reduction in online marketing spend by our clients, a loss of clients or lower advertising yields,
our dependence on third-party publishers including strategic partners, risks with respect to counterparties, annual and quarterly fluctuations in our results of
operations, the impact of interest rate volatility on our visitor traffic, internal control over financial reporting, seasonal fluctuations, our ability to collect our
receivables from our clients and risks relating to our ability to raise additional capital when and as needed.
Given that the magnitude and duration of COVID-19’s impact on our business and operations remain uncertain, the continued spread of COVID-19
(including the emergence and persistency of variants relating thereto) and the imposition of related public health containment measures and travel and
business restrictions could have a material adverse impact on our business, financial condition, operating results and cash flows.
We are subject to risks with respect to counterparties, and failure of such counterparties to meet their obligations could cause us to suffer losses or
negatively impact our results of operations and cash flows.
We have entered into, and expect to enter into in the future, various contracts, including contracts with clients, third-party publishers and strategic
partners, that subject us to counterparty risks. The ability and willingness of our counterparties to perform their obligations under any contract will depend
on a number of factors that are beyond our control and may include, among other things, general economic conditions including any economic downturn,
public health crises including the COVID-19 pandemic, specific industry vertical conditions and the overall financial condition of the counterparty. As a
result, clients, third-party publishers or strategic partners may seek to renegotiate the terms of their existing agreements with us, terminate their agreements
with us for convenience (where permitted) or avoid performing their obligations under those agreements. Should a counterparty fail to honor its contractual
obligations with us or terminate its agreements with us for convenience (where permitted), we could sustain significant losses or write-offs, or we could be
involved in costly litigation to defend, enforce and protect our contractual rights, both of which could have a material adverse effect on our business,
financial condition, results of operations and cash flows.
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, in the past, 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.
28
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
inquiries in the form of clicks, leads, calls, applications and customers to our clients, which depend 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 former education client vertical 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 actions by the government and increased
litigation, or harm to 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.
Any damage to our reputation, including from publicity from legal proceedings against us or companies that work within our industry, governmental
proceedings, users impersonating or scraping our websites, unfavorable media coverage, 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.
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.
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.
We may face additional risks in conducting business in international markets.
We have entered into and exited certain international markets and may enter into 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.
There are risks and challenges inherent in conducting business in international markets, such as:
•
•
•
•
•
•
•
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;
29
•
•
•
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.
Item 1B.
Unresolved Staff Comments
None.
Item 2.
Properties
Our principal executive office is located in a leased facility in Foster City, California, consisting of approximately 44,556 square feet of office space
under a lease with an expiration date in October 2023. 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 and operations in 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 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
financial position, results of operations and cash flows. However, the outcome of such legal matters is subject to significant uncertainties.
Item 4.
Mine Safety Disclosures
Not Applicable.
30
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
PART II
periods indicated:
Fiscal Year Ended June 30, 2021
First quarter ended September 30, 2020
Second quarter ended December 31, 2020
Third quarter ended March 31, 2021
Fourth quarter ended June 30, 2021
Fiscal Year Ended June 30, 2020
First quarter ended September 30, 2019
Second quarter ended December 31, 2019
Third quarter ended March 31, 2020
Fourth quarter ended June 30, 2020
$
$
$
$
$
$
$
$
High
High
15.84
22.34
24.76
21.18
16.95
16.22
15.36
11.63
$
$
$
$
$
$
$
$
Low
Low
10.10
15.59
19.70
17.59
10.38
11.64
6.11
6.57
On August 16, 2021, the closing price as reported on the Nasdaq Global Select Market of our common stock was $16.76 per share and we had
approximately 46 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 July 2017, the Board of Directors authorized a stock repurchase program allowing us to repurchase up to 905,000 outstanding shares of our
common stock. In October 2017, the Board of Directors increased the number of outstanding shares that may be repurchased to 966,000 shares. 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. There were no repurchases
under this stock repurchase program during fiscal year 2021. As of June 30, 2021, the number of shares that remains available for repurchase pursuant to
our stock repurchase program is 903,636 shares.
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 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.
31
The following performance graph shows a comparison from June 30, 2016 through June 30, 2021 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.
Recent Sales of Unregistered Securities
There were no unregistered sales of our equity securities in fiscal year 2021.
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.
32
We derived the consolidated statements of operations data for fiscal years ended June 30, 2021, 2020 and 2019 and the consolidated balance sheets
data as of June 30, 2021 and 2020 from our audited consolidated financial statements appearing elsewhere in this report. The consolidated statements of
operations data for fiscal years ended June 30, 2018 and 2017 and the consolidated balance sheets data as of June 30, 2019, 2018 and 2017 are derived
from our audited consolidated financial statements, which are not included in this report.
Consolidated Statements of Operations Data:
Net revenue
Cost of revenue (1)
Gross profit
Operating expenses: (1)
Product development
Sales and marketing
General and administrative
Restructuring charges
Total operating expenses
Operating income (loss)
Interest income
Interest expense
Other income (expense), net
Interest and other income (expense), net
Income (loss) before income taxes
(Provision for) benefit from income taxes
Net income (loss)
Net income (loss) per share: (2)
Basic
Diluted
2021
2020
2019
2018
2017
(In thousands, except per share data)
Fiscal Year Ended June 30,
578,487 $
507,956
70,531
490,339 $
437,864
52,475
455,154 $
393,509
61,645
404,358 $
345,947
58,411
19,344
10,991
26,270
—
56,605
13,926
39
(1,296)
16,660
15,403
29,329
(5,774)
23,555 $
14,206
8,876
23,188
—
46,270
6,205
230
(696)
12,947
12,481
18,686
(584)
18,102 $
12,329
8,755
29,834
—
50,918
10,727
290
(367)
69
(8)
10,719
51,761
62,480 $
13,805
10,414
18,556
—
42,775
15,636
181
—
687
868
16,504
(574)
15,930 $
299,785
269,409
30,376
13,476
9,189
15,934
2,441
41,040
(10,664)
138
(346)
(2,416)
(2,624)
(13,288)
1,080
(12,208)
0.44 $
0.43 $
0.35 $
0.34 $
1.26 $
1.18 $
0.34 $
0.32 $
(0.27)
(0.27)
$
$
$
$
Weighted-average shares used in computing net income (loss) per share:
Basic
Diluted
53,166
55,129
51,529
53,387
49,581
52,754
46,417
49,872
45,594
45,594
(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
$
8,997 $
2,339
2,459
5,838
—
8,569 $
1,819
1,701
4,628
—
7,354 $
1,606
1,358
3,810
—
3,982 $
1,949
1,222
3,029
—
3,109
1,834
1,154
2,759
42
(2) See Note 4, Net Income per Share, to our consolidated financial statements for an explanation of the method used to calculate basic and diluted net
income (loss) per share of common stock.
Consolidated Balance Sheets Data:
Cash and cash equivalents
Working capital
Total assets
Long-term liabilities
Total stockholders' equity
2021
2020
June 30,
2019
(In thousands)
2018
2017
$
110,318 $
90,565
449,515
38,756
295,148
33
107,509 $
99,735
358,407
16,626
255,944
62,522 $
59,679
324,611
18,083
222,829
64,700 $
69,592
220,296
3,938
148,326
49,571
47,301
174,308
3,672
118,082
Consolidated Statements of Cash Flows Data:
Net cash provided by operating activities
Depreciation and amortization
Capital expenditures
Other Financial Data:
Adjusted EBITDA (1)
2021
2020
2019
2018
2017
Fiscal Year Ended June 30,
(In thousands)
$
50,615 $
16,201
1,969
47,608 $
11,476
1,962
37,965 $
8,975
1,972
26,979 $
7,767
610
18,536
11,377
1,160
2021
2020
2019
2018
2017
Fiscal Year Ended June 30,
(In thousands)
$
52,188 $
36,229 $
34,489 $
34,679 $
12,010
(1) We define adjusted EBITDA as net income (loss) less interest and other expense (income), net, provision for (benefit from) income taxes, depreciation
expense, amortization expense, stock-based compensation expense, acquisition and divestiture costs, gain on divestitures of businesses, net, strategic
review costs, contingent consideration adjustment, litigation settlement expense, tax settlement expense, external expenses related to the material
weakness disclosed in our FY 2017 Annual Report on Form 10-K, and restructuring costs. 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 income (loss) calculated in accordance with U.S. generally accepted
accounting principles (GAAP), the most comparable GAAP measure, for each of the periods indicated:
Net income (loss)
Interest and other expense (income), net
Provision for (benefit from) income taxes
Depreciation and amortization
Stock-based compensation expense
Acquisition and divestiture costs
Gain on divestitures of businesses, net
Strategic review costs
Contingent consideration adjustment
Litigation settlement expense
Tax settlement expense
Material weakness related expense
Restructuring costs
Adjusted EBITDA
2021
2020
2019
2018
2017
Fiscal Year Ended June 30,
(In thousands)
18,102 $
1,097
584
11,476
16,717
985
(13,578)
330
—
95
—
—
421
36,229 $
62,480 $
8
(51,761)
8,975
14,128
736
—
—
(100)
23
—
—
—
34,489 $
15,930 $
(868)
574
7,767
10,182
667
—
—
(152)
16
—
563
—
34,679 $
(12,208)
2,624
(1,080)
11,377
8,856
—
—
—
—
—
—
—
2,441
12,010
$
$
23,555 $
1,212
5,774
16,201
19,633
811
(16,615)
—
—
231
310
—
1,076
52,188 $
34
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 “Cautionary Note on Forward-
Looking Statements” and “Risk Factors.”
Management Overview
We are a leader in performance marketplaces and technologies for the financial services and home services industries. We specialize in customer
acquisition for clients in high value, information-intensive markets or “verticals,” including financial services and home services. Our clients include some
of the world’s largest companies and brands in those markets. The majority of our operations and revenue are in North America.
We deliver measurable and cost-effective marketing results to our clients, typically in the form of qualified inquiries such as clicks, leads, calls,
applications, or customers. Clicks, leads, 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 inquiries in the form of clicks, leads, 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., funded loans, 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 clicks, leads, calls, applications, and customers to our
clients, generally we:
•
•
•
•
own or access targeted media through business arrangements (e.g., revenue sharing arrangements with online publisher partners, large and
small) or by purchasing media (e.g., clicks from major search engines);
run advertisements or other forms of marketing messages and programs in that media that result in consumer or visitor responses, typically in
the form of clicks (by a consumer to further qualification or matching steps, or to online client applications or offerings), leads (e.g., consumer
contact information), calls (from a consumer or to a consumer by our owned and operated or contracted call centers or by that of our clients or
their agents), applications (e.g., for enrollment or a financial product), or customers (e.g., funded personal loans); and
continuously seek to display clients and client offerings to visitors or consumers that result in the maximum number of consumers finding solutions
that can meet their needs and to which they will take action to respond, resulting in media buying efficiency (e.g., by segmenting media or traffic so
that the most appropriate clients or client offerings can be displayed or “matched” to each segment based on fit, response rates or conversion rates);
through technology and analytics, seek to optimize combination of objectives to satisfy the maximum number of shopping or researching visitors or
consumers, deliver on client marketing objectives, effectively compete for online media, and generate 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 short-term 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 primarily from fees earned through the delivery of qualified inquiries such as clicks, leads, calls, applications,
or customers. Through a vertical focus, targeted media presence and our technology platform, we are able to deliver targeted, measurable marketing results
to our clients.
Our financial services client vertical represented 74%, 75% and 68% of net revenue in fiscal years 2021, 2020 and 2019. Our home services client
vertical represented 23%, 10% and 9% of net revenue in fiscal years 2021, 2020 and 2019. Our results of operations for fiscal year 2021 reflected our
acquisition of Modernize, which was completed at the beginning of the fiscal year. Other revenue, which primarily includes our performance marketing
agency and technology services, represented 1% of net revenue in fiscal year 2021. In addition, revenue recognized from our divested businesses (including
our former education client vertical, business-to-business technology client vertical, mortgage business, and Brazil businesses) represented 2%, 15%, and
23% of net revenue for fiscal years 2021, 2020 and 2019. See Note 7, Divestitures, to our consolidated financial statements for more information related to
the divestitures. We generated the majority of our revenue from sales to clients in the United States.
35
Trends Affecting our Business
COVID-19
We continue to monitor COVID-19 for impacts that may unfavorably affect our business, such as reductions in client spending on marketing and
advertising, drops in media availability or performance, deteriorating consumer spending, fluctuations in interest rates, and credit quality of our receivables.
The COVID-19 pandemic has affected and may continue to affect our business operations, including our employees, clients, publishers, business partners,
and communities, and there is substantial uncertainty in the nature and degree of its continued effects over time. For example, within our financial services
client vertical, certain credit-driven lines of business, such as personal loans and credit cards, have seen and may continue to see reductions in near-term
demand for our services due to weakening economic and employment conditions, and the uncertainty over the length and depth of the economic downturn.
The extent to which the COVID-19 pandemic impacts our business going forward will depend on numerous evolving factors we cannot reliably predict,
including the duration and scope of the pandemic; business and individuals' actions in response to the pandemic; further actions taken by governmental
authorities to limit the human and economic impact of the pandemic (e.g., stimulus payments); the development, efficacy and distribution of vaccines for
COVID-19; and the impact on economic activity including the length and depth of the economic downturn or financial market instability. These factors
may adversely impact consumer, business, and government spending as well as our clients' ability to pay for our services on an ongoing basis. While there
is optimism that the pandemic will come to an end with the development and prevalence of vaccines, there are still significant uncertainties. For example,
the resurgence of cases due to emergence and persistency of new variants to COVID-19 and the economic impact due to varying levels of restrictions
imposed by each state. Refer to Risk Factors (Part I, Item 1A of this Form 10-K) for a discussion of these factors and other risks.
Client Verticals
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 the acquisition of media sources by competitors, increased competition for high quality media and changes in search
engine algorithms. These factors may impact our business in the future again. To offset this impact, we have enhanced our product set to provide greater
segmentation, matching, transparency and right pricing of media that have enabled better monetization to provide greater access to high quality media
sources. Moreover, we have entered into strategic partnerships and acquisitions to increase and diversify our access to quality media and client budgets.
Our financial services client vertical also benefits from more spending by clients in digital media and performance marketing as digital marketing continues
to evolve.
In the first quarter of fiscal year 2021, we completed the acquisition of Modernize, a leading home improvement performance marketing company,
to broaden our customer and media relationships in the home services client vertical. Our home services client vertical has been expanding over the past
several years, primarily driven by successful execution of growth initiatives and ahead-of-schedule integration and synergies with the Modernize
acquisition.
In addition, in the first quarter of fiscal year 2021, as a result of the decision to narrow our focus to the best performing businesses and market
opportunities, we entered into an agreement with a third-party and completed the divestiture of our former education client vertical.
Acquisitions and Divestitures
Acquisitions have historically been, and continue to be, an important element of our overall corporate strategy and use of capital. We have completed
several strategic acquisitions during the past three fiscal years, including the acquisitions of Modernize, Mayo Labs and FCE completed in fiscal year 2021,
and the acquisitions of AmOne, CCM, and MBT completed in fiscal year 2019.
Furthermore, as a result of the decision to narrow our focus to the best performing businesses and market opportunities, we completed a series of
business divestitures in the past two fiscal years, including the divestiture of our former education client vertical completed in fiscal year 2021, and the
divestitures of our former B2B client vertical, our businesses in Brazil consisting of QSB and VEMM along with its interests in EDB, and our mortgage
business completed in fiscal year 2020.
For detailed information regarding our acquisitions and divestitures, refer to Note 6, Acquisitions, and Note 7, Divestitures, respectively, to our
consolidated financial statements.
36
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, or acquire 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 and acquisitions. 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 call center, email, 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 generally lower availability 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 media 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 home services client vertical
is subject to cyclical and seasonal trends, as the consumer demand for home services typically rises during the spring and summer seasons and declines
during the fall and winter seasons. Other factors affecting our clients’ businesses include macro factors such as credit availability in the market, interest
rates, 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. 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 clients may make business decisions based on their own experiences with the TCPA regardless of our products and
compliance practices. Those decisions may negatively affect our revenue and profitability.
37
Basis of Presentation
Net Revenue
Our business generates revenue primarily from fees earned through the delivery of qualified inquiries such as clicks, leads, calls, applications, or
customers. We deliver targeted and measurable results through a vertical focus, which includes financial services client vertical and home services client
vertical. All remaining businesses that are not significant enough for separate reporting are included in other revenue. Our revenue recognized in fiscal
years 2021, 2020 and 2019 also included the revenue generated from the divested businesses (including our former education client vertical, business-to-
business technology client vertical, mortgage business, and Brazil businesses). See Note 7, Divestitures, to our consolidated financial statements for more
information related to the divestitures.
Cost of Revenue
Cost of revenue consists primarily of media and marketing costs, personnel costs, amortization of intangible assets, depreciation expense and
facilities expense. 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, or cost-per-click, or
CPC, 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 to 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 related taxes, 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, accounting and legal professional services fees, facilities fees and bad debt expense. We
are constraining expenses generally to the extent practicable.
Interest and Other Income, Net
Interest and other income, net, consists primarily of interest expense, interest income, and other income and expense. Interest expense is related to
imputed interest on post-closing payments related to our acquisitions. We have no borrowing agreements outstanding as of June 30, 2021; however interest
expense could increase if, among other things, we enter into a new borrowing agreement to manage liquidity or make additional acquisitions through debt
financing. Interest income represents interest earned on our cash and cash equivalents, which may increase or decrease depending on market interest rates
and the amounts invested. Other income and expense includes gains and losses on foreign currency exchange, gains and losses on divestitures of
subsidiaries, client verticals and assets that were not considered to be strategically important to our business, and other non-operating items.
(Provision for) Benefit from 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.
38
Results of Operations
The following table sets forth our consolidated statements of operations for the periods indicated:
$
Net revenue
Cost of revenue (1)
Gross profit
Operating expenses: (1)
Product development
Sales and marketing
General and administrative
Operating income
Interest income
Interest expense
Other income, net
Income before income taxes
(Provision for) benefit from income taxes
$
Net income
2021
578,487
507,956
70,531
19,344
10,991
26,270
13,926
39
(1,296)
16,660
29,329
(5,774)
23,555
Fiscal Year Ended June 30,
2020
(In thousands, except percentages)
100.0% $
87.8
12.2
3.3
1.9
4.6
2.4
—
(0.2)
2.9
5.1
(1.0)
4.1% $
490,339
437,864
52,475
14,206
8,876
23,188
6,205
230
(696)
12,947
18,686
(584)
18,102
100.0% $
89.3
10.7
2.9
1.8
4.7
1.3
—
(0.1)
2.6
3.8
(0.1)
3.7% $
2019
455,154
393,509
61,645
12,329
8,755
29,834
10,727
290
(367)
69
10,719
51,761
62,480
(1) Cost of revenue and operating expenses include stock-based compensation expense as follows:
$
8,997
2,339
2,459
5,838
1.6% $
0.4
0.4
1.0
8,569
1,819
1,701
4,628
1.7% $
0.4
0.3
0.9
7,354
1,606
1,358
3,810
100.0%
86.5
13.5
2.6
1.9
6.6
2.4
—
—
—
2.4
11.3
13.7%
1.6%
0.4
0.3
0.8
2021
Fiscal Year Ended June 30,
2020
(In thousands)
2019
2021 - 2020
% Change
2020- 2019
% Change
$
$
578,487 $
507,956
70,531 $
490,339 $
437,864
52,475 $
455,154
393,509
61,645
18%
16%
34%
8%
11%
(15%)
Net revenue increased by $88.1 million, or 18%, in fiscal year 2021 compared to fiscal year 2020. Revenue from our home services client vertical
increased by $84.6 million, or 169%, primarily as a result of inorganic and organic (synergy) revenue effects from the acquisition of Modernize completed
in fiscal year 2021. Revenue from our financial services client vertical increased by $60.5 million, or 17%, primarily due to our enhanced product set and
data analytics that enabled access to more media and an increase in client budgets in our insurance business, offset by a decline in revenue in the credit-
driven businesses due to weakening economic and employment conditions caused by COVID-19. Other revenue, which primarily includes performance
marketing agency and technology services, contributed $5.5 million of revenue for fiscal year 2021. The business divestitures completed in fiscal years
2021 and 2020 decreased revenue by $62.5 million for fiscal year 2021.
Net revenue increased by $35.2 million, or 8%, in fiscal year 2020 compared to fiscal year 2019. Revenue from our financial services client vertical
increased by $57.7 million, or 19%, primarily due to our enhanced product set and data analytics that enabled access to more media and an increase in
client budgets in our insurance business. The change in revenue from our financial services client vertical was also driven by increased revenue from our
personal loans business, primarily as a result of the acquisition of AmOne completed in the first quarter of fiscal year 2019, and increased revenue from our
credit cards and banking businesses driven by expanding media sources, offset by a decline in revenue in the credit-driven businesses during the last fiscal
quarter due to
39
Cost of revenue
Product development
Sales and marketing
General and administrative
Gross Profit
Net revenue
Cost of revenue
Gross profit
Net Revenue
weakening economic and employment conditions caused by COVID-19. Revenue from our home services client vertical increased by $9.7 million, or 24%,
primarily attributable to increased client demand. Revenue from our former education client vertical (disposed in fiscal year 2021) decreased by $7.3
million, or 11%, primarily due to the loss of a large not-for-profit education client who entered federal receivership in January 2019. The business
divestitures completed in fiscal year 2020 decreased revenue by $24.9 million for fiscal year 2020.
Cost of Revenue and Gross Profit Margin
Cost of revenue increased by $70.1 million, or 16%, in fiscal year 2021 compared to fiscal year 2020. This was primarily driven by increased media
and marketing costs of $58.0 million, increased personnel costs including stock-based compensation expense of $6.0 million, and increased amortization of
intangible assets of $4.7 million. The increase in media and marketing costs was associated with higher revenue volumes. The increase in personnel costs
was primarily due to higher headcount associated with the Modernize acquisition, increased incentive compensation associated with the achievement of
performance objectives for fiscal year 2021 and increased stock-based compensation expense. The increase in amortization expense was primarily due to
the acquisitions of intangible assets in fiscal year 2021. Gross profit margin, which is the difference between net revenue and cost of revenue as a
percentage of net revenue, was 12% in fiscal year 2021 compared to 11% in fiscal year 2020. The increase in gross profit margin was primarily attributable
to decreased media and marketing costs as a percentage of revenue.
Cost of revenue increased by $44.4 million, or 11%, in fiscal year 2020 compared to fiscal year 2019. This was primarily driven by increased media
and marketing costs of $34.0 million, increased personnel costs including stock-based compensation expense of $7.6 million, and increased amortization of
intangible assets of $2.5 million. The increase in media and marketing costs was associated with higher revenue volumes. The increase in personnel costs
and stock-based compensation was primarily due to higher headcount as a result of the acquisitions completed in fiscal year 2019. The increase in
amortization expense was primarily due to the acquisitions of intangible assets in fiscal year 2019. Gross profit margin was 11% in fiscal year 2020
compared to 14% in fiscal year 2019. The decrease in gross profit margin was attributable to increased media fees and personnel costs as a percentage of
revenue.
Operating Expenses
Product development
Sales and marketing
General and administrative
Operating expenses
Product Development Expenses
2021
Fiscal Year Ended June 30,
2020
(In thousands)
19,344 $
10,991
26,270
56,605 $
14,206 $
8,876
23,188
46,270 $
$
$
2019
2021 - 2020
% Change
2020- 2019
% Change
12,329
8,755
29,834
50,918
36%
24%
13%
22%
15%
1%
(22%)
(9%)
Product development expenses increased by $5.1 million, or 36%, in fiscal year 2021 compared to fiscal year 2020. This was primarily due to
increased personnel costs of $4.5 million as a result of higher headcount associated with the Modernize acquisition, increased incentive compensation
associated with the achievement of performance objectives for fiscal year 2021 and increased stock-based compensation expense.
Product development expenses increased by $1.9 million, or 15%, in fiscal year 2020 compared to fiscal year 2019, primarily due to increased
personnel costs of $1.8 million as a result of annual compensation increases.
Sales and Marketing Expenses
Sales and marketing expenses increased by $2.1 million, or 24%, in fiscal year 2021 compared to fiscal year 2020. This was primarily due to
increased personnel costs of $2.2 million as a result of increased incentive compensation associated with the achievement of performance objectives for
fiscal year 2021 and increased stock-based compensation expense.
Sales and marketing expenses increased by $0.1 million, or 1%, in fiscal year 2020 compared to fiscal year 2019.
40
General and Administrative Expenses
General and administrative expenses increased by $3.1 million, or 13%, in fiscal year 2021 compared to fiscal year 2020. This was primarily due to
increased personnel costs of $2.0 million as a result of increased stock-based compensation expense and increased incentive compensation associated with
the achievement of performance objectives for fiscal year 2021.
General and administrative expenses decreased by $6.6 million, or 22%, in fiscal year 2020 compared to fiscal year 2019, primarily due to a charge
of $8.7 million for bad debt expense related to a large former education client recorded in fiscal year 2019, offset by increased personnel costs including
stock-based compensation expense of $1.4 million, and increased facilities expense of $0.6 million.
Interest and Other Income, Net
Interest income
Interest expense
Other income, net
Interest and other income, net
NM – not meaningful
2021
Fiscal Year Ended June 30,
2020
(In thousands)
39 $
(1,296)
16,660
15,403 $
230 $
(696)
12,947
12,481 $
$
$
2019
2021 - 2020
% Change
2020- 2019
% Change
290
(367)
69
(8)
(83%)
86%
29%
23%
(21%)
90%
NM
NM
Interest income relates to interest earned on our cash and cash equivalents in fiscal years 2021, 2020 and 2019.
Interest expense increased by $0.6 million, or 86%, in fiscal year 2021 compared to fiscal year 2020 primarily due to increased imputed interest on a
higher average outstanding balance of the post-closing payments related to our business acquisitions completed in fiscal year 2021. Interest expense
increased by $0.3 million, or 90%, in fiscal year 2020 compared to fiscal year 2019 primarily due to increased imputed interest on a higher average
outstanding balance of the post-closing payments related to our business acquisitions completed in fiscal year 2019.
Other income, net, was $16.7 million in fiscal year 2021 primarily due to a gain of $16.6 million recognized from the divestiture of our education
client vertical. Other income, net, was $12.9 million in fiscal year 2020 primarily due to a net disposition gain of $13.6 million recognized from the
business divestitures completed during the fiscal year. Other income, net, was immaterial in fiscal year 2019.
(Provision for) Benefit from Income Taxes
(Provision for) benefit from income taxes
Effective tax rate
2021
Fiscal Year Ended June 30,
2020
(In thousands)
2019
$
(5,774) $
19.7%
(584) $
3.1%
51,761
(482.9%)
We recorded a provision for income taxes of $5.8 million in fiscal year 2021, primarily as a result of deferred federal and state income taxes of $5.3
million and current state and foreign taxes of $0.4 million.
We recorded a provision for income taxes of $0.6 million in fiscal year 2020, primarily as a result of deferred federal and state income taxes of $3.5
million, offset by an expected tax refund of $3.1 million to be received from the California Franchise Tax Board, based on a settlement reached in the third
quarter of fiscal year 2020.
We recorded a valuation allowance against the majority of our deferred tax assets at the end of fiscal year 2014. In the second quarter of fiscal year
2019, due to the preponderance of positive evidence, including our cumulative profit before taxes and future forecasts of continued profitability in the
United States, we determined that sufficient positive evidence existed to conclude that substantially all of our valuation allowance was no longer needed.
Accordingly, we recorded a one-time non-cash benefit from income taxes of $49.4 million related to the release of the valuation allowance for the majority
of our federal and states deferred tax assets.
41
Our effective tax rate was 19.7%, 3.1%, and (482.9%) in fiscal years 2021, 2020 and 2019. The change in the effective tax rate in fiscal year 2019
was primarily due to the release of the valuation allowance related to the United States federal and state deferred tax assets with the exception of California
research and development tax credits and the benefit of excess share-based compensation tax deductions.
Selected Quarterly Financial Data
The following table sets forth our unaudited quarterly condensed consolidated statements of operations for the eight quarters ended June 30, 2021.
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,
2021
Mar 31,
2021
Dec 31,
2020
Three Months Ended
Sept 30,
2020
June 30,
2020
Mar 31,
2020
Dec 31,
2019
Sept 30,
2019
Net revenue
Costs of revenue
Gross profit
Operating expenses:
Product development
Sales and marketing
General and administrative
Operating income (loss)
Interest income
Interest expense
Other (expense) income, net
Income (loss) before income taxes
(Provision for) benefit from income
taxes
Net income
Net income per share: (1)
Basic
Diluted
Other Financial Data:
Adjusted EBITDA
(In thousands, except per share data)
(unaudited)
$ 151,198 $ 153,052 $ 134,968 $ 139,269 $ 116,961 $ 128,663 $ 118,101 $ 126,614
113,189
13,425
105,318
12,783
120,437
14,531
105,147
11,814
114,210
14,453
122,231
17,038
132,665
20,387
132,623
18,575
4,568
2,688
6,339
4,980
—
(349)
(35)
4,596
4,905
2,768
6,460
6,254
5
(301)
(28)
5,930
4,980
2,892
6,890
(231)
12
(307)
34
(492)
4,891
2,643
6,581
2,923
22
(339)
16,689
19,295
4,001
1,805
6,789
(781)
61
(130)
2,722
1,872
3,250
2,116
5,076
4,011
43
(177)
10,491
14,368
3,399
2,592
5,498
1,294
54
(177)
(9)
1,162
3,556
2,363
5,825
1,681
72
(212)
(257)
1,284
(1,225)
3,371 $
(893)
5,037 $
958
466 $ 14,681 $
(4,614)
(370)
1,502 $ 13,919 $
(449)
387
1,549 $
(152)
1,132
0.06 $
0.06 $
0.09 $
0.09 $
0.01 $
0.01 $
0.28 $
0.27 $
0.03 $
0.03 $
0.27 $
0.26 $
0.03 $
0.03 $
0.02
0.02
$
$
$
$
14,242 $ 15,411 $ 10,032 $ 12,503 $
8,398 $
9,332 $
9,063 $
9,436
(1) Net 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.
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 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, (vi) it is an element of certain financial covenants under our historical borrowing arrangements, and (vii) it is a factor that
assists investors in the analysis of ongoing operating trends. We define adjusted EBITDA as net income less interest and other expense, net, provision for
(benefit from) income
42
taxes, depreciation expense, amortization expense, stock-based compensation expense, acquisition and divestiture costs, gain on divestitures of businesses,
net, strategic review costs, litigation settlement expense, tax settlement expense, and restructuring costs.
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 of changes in
effective tax rates or fluctuations in permanent differences or discrete quarterly items), non-recurring charges and certain other items that we do not believe
are indicative of our core operating activities (such as acquisition and divestiture related expense, gain or loss on divestitures of businesses, strategic review
costs, litigation settlement expense, tax settlement expense, restructuring costs, and other expense, net) 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 income (loss) and our other GAAP results.
43
The following table presents a reconciliation of adjusted EBITDA to net income, the most comparable GAAP measure, for each of the periods
indicated:
$
Net income
Interest and other expense, net
Provision for (benefit from) income
taxes
Depreciation and amortization
Stock-based compensation expense
Acquisition and divestiture costs
Gain on divestitures of businesses,
net
Strategic review costs
Litigation settlement expense
Tax settlement expense
Restructuring costs
Adjusted EBITDA
$
June 30,
2021
Mar 31,
Dec 31,
2021
2020
Sept 30,
2020
June 30,
2020
Mar 31,
Dec 31,
2020
2019
Sept 30,
2019
Three Months Ended
$
3,371
384
5,037
324
$
466
261
(In thousands)
(unaudited)
$
$ 14,681
243
1,502
106
$ 13,919
462
$
1,549
132
$
1,132
397
1,225
4,191
4,442
45
893
3,874
4,856
160
(958)
4,003
5,555
330
4,614
4,133
4,780
276
370
2,959
5,500
634
449
2,851
1,869
40
(387)
2,854
4,700
16
—
—
231
310
43
14,242
—
—
—
—
267
$ 15,411
—
—
—
—
375
$ 10,032
(16,615)
—
—
—
391
$ 12,503
$
(2,759)
68
15
—
3
8,398
$
(10,819)
63
80
—
418
9,332
$
—
199
—
—
—
9,063
$
152
2,812
4,648
295
—
—
—
—
—
9,436
Net revenue
Net income as a percentage of net
revenue
Adjusted EBITDA as a percentage
of net revenue
$ 151,198
$ 153,052
$ 134,968
$ 139,269
$ 116,961
$ 128,663
$ 118,101
$ 126,614
2%
9%
3%
—%
11%
10%
7%
9%
1%
7%
11%
7%
1%
8%
1%
7%
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, 2021, our principal sources of liquidity consisted of cash and cash equivalents of $110.3 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 acquisitions in fiscal years 2021 and 2019 also have deferred purchase price components and
contingent consideration which requires us to make a series of payments following the acquisition closing date. 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 including the impact of COVID-19, and financial, business and other factors, some of which are beyond our control. Even
though we may not need additional funds to fund anticipated liquidity requirements, we may still elect to obtain debt financing or issue additional equity
securities for other reasons.
44
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.
The following table summarizes our cash flows for the periods indicated:
Net cash provided by operating activities
Net cash (used in) provided by investing activities
Net cash used in financing activities
Net Cash Provided by Operating Activities
2021
Fiscal Year Ended June 30,
2020
(In thousands)
2019
$
50,615 $
(36,457)
(11,312)
47,608 $
8,868
(11,632)
37,965
(36,989)
(4,054)
Cash flows from operating activities are primarily the result of our net income adjusted for depreciation and amortization, benefit from or provision
for sales returns and doubtful accounts receivable, stock-based compensation expense, non-cash lease expense, gains and losses on divestitures of
businesses, deferred income taxes and changes in working capital components.
Cash provided by operating activities was $50.6 million in fiscal year 2021 compared to $47.6 million in fiscal year 2020 and $38.0 million in fiscal
year 2019.
Cash provided by operating activities in fiscal year 2021 consisted of net income of $23.6 million, adjusted for non-cash adjustments of $24.2
million and changes in working capital accounts of $2.8 million. The non-cash adjustments primarily consisted of stock-based compensation expense of
$19.6 million, depreciation and amortization of $16.2 million, and a decrease in deferred tax assets of $5.4 million primarily due to provision for income
taxes recorded in fiscal year 2021, offset by a gain of $16.6 million recognized from the divestiture of our education client vertical. The changes in working
capital accounts were primarily attributable to an increase in accrued liabilities of $10.6 million, an increase in accounts payable of $6.6 million, and a
decrease in prepaid expenses and other assets of $6.0 million, offset by an increase in accounts receivable of $20.1 million. The increases in accounts
payable and accrued liabilities were due to the timing of payments. The decrease in prepaid expenses and other assets was primarily due to the refund of an
unamortized prepaid expense of $5.3 million. The increase in accounts receivable was due to the timing of receipts.
Cash provided by operating activities in fiscal year 2020 consisted of net income of $18.1 million, adjusted for non-cash adjustments of $19.4
million and changes in working capital accounts of $10.1 million. The non-cash adjustments primarily consisted of stock-based compensation expense of
$16.7 million and depreciation and amortization of $11.5 million, offset by a net disposition gain of $13.6 million recognized from the business divestitures
completed in fiscal year 2020. The changes in working capital accounts were primarily attributable to a decrease in accounts receivable of $11.4 million
and a decrease in other assets, noncurrent of $5.5 million, offset by an increase in prepaid expenses and other assets of $8.1 million. The decrease in
accounts receivable was due to the timing of receipts. The decrease in other assets, noncurrent, was primarily due to a reclassification of unamortized
prepaid expense of $4.3 million from long-term to short-term as we expected to receive payment within the next 12 months. The increase in prepaid
expenses and other assets was primarily due to the reclassification of $4.3 million as discussed above, as well as an expected tax refund of $3.1 million to
be received from the California Franchise Tax Board, based on a settlement reached in the third quarter of fiscal year 2020.
Cash provided by operating activities in fiscal year 2019 consisted of net income of $62.5 million, adjusted for non-cash adjustments of $19.0
million and changes in working capital accounts of $5.6 million. The non-cash adjustments primarily consisted of a one-time non-cash benefit of $49.4
million related to our release of the valuation allowance for the majority of our federal and states deferred tax assets, offset by stock-based compensation
expense of $14.1 million, depreciation and amortization of $9.0 million, and bad debt expense of $8.7 million related to a large former education client.
The changes in working capital accounts were primarily attributable to an increase in accounts receivable of $8.3 million and a decrease in accrued
liabilities of $3.4 million, offset by an increase in accounts payable of $4.5 million. The increase in accounts receivable is primarily due to the increase in
revenue, the decrease in accrued liabilities is primarily due to a decrease in accrued performance incentive compensation associated with the lower
achievement of performance objectives and the increase in accounts payable is primarily due to the timing of payments.
Net Cash (Used in) Provided by Investing Activities
Cash flows from investing activities generally include capital expenditures, capitalized internal software development costs, acquisitions from time
to time, business divestitures, and investment in equity securities.
45
Cash used in investing activities was $36.5 million in fiscal year 2021, compared to cash provided by investing activities of $8.9 million in fiscal
year 2020 and cash used in investing activities of $37.0 million in fiscal year 2019.
Cash used in investing activities in fiscal year 2021 was primarily due to payments for the acquisitions of Modernize, Mayo Labs and FCE, net of
cash acquired, of $49.3 million, capital expenditures and internal software development costs of $5.1 million, and investment in equity securities of $4.0
million, offset by $21.9 million of cash received from the divestitures of our education client vertical and B2B client vertical.
Cash provided by investing activities in fiscal year 2020 was primarily due to $15.4 million cash received from the business divestitures completed
in fiscal year 2020, net of cash divested of $0.3 million, offset by capital expenditures and internal software development costs of $4.3 million, and a cash
payment of $2.0 million associated with an insignificant business acquisition completed in fiscal year 2020.
Cash used in investing activities in fiscal year 2019 was primarily due to our acquisitions of AmOne, CCM and MBT in fiscal year 2019 for $32.7
million, net of cash acquired of $3.1 million and capital expenditures and internal software development costs of $4.3 million.
Net Cash Used in Financing Activities
Cash flows from financing activities generally include payment of withholding taxes related to the release of restricted stock, net of share settlement,
proceeds from the exercise of stock options, and post-closing payments related to business acquisitions.
Cash used in financing activities was $11.3 million in fiscal year 2021, compared to cash used in financing activities of $11.6 million in fiscal year
2020 and $4.1 million in fiscal year 2019.
Cash used in financing activities in fiscal year 2021 was due to the payment of withholding taxes related to the release of restricted stock, net of
share settlement of $8.0 million, and payment of post-closing payments and contingent consideration related to acquisitions of $7.7 million, offset by
proceeds from the exercise of stock options of $4.4 million.
Cash used in financing activities in fiscal year 2020 was due to the post-closing payments and contingent consideration related to acquisitions of
$9.3 million, and payments of withholding taxes related to the release of restricted stock, net of share settlement of $6.4 million, offset by proceeds from
the exercise of stock options of $4.1 million.
Cash used in financing activities in fiscal year 2019 was due to the payments of withholding taxes related to the release of restricted stock, net of
share settlement of $9.9 million and post-closing payments related to acquisitions of $2.0 million, offset by proceeds from the exercise of stock options of
$7.8 million.
Off-Balance Sheet Arrangements
During the periods presented, we did not have any material 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.
Contractual Obligations
The following table sets forth payments due under our contractual obligations as of June 30, 2021:
Operating leases (1)
Post-closing payment related to acquisitions (2)
Contingent consideration related to acquisitions (2)
Total
Total
Less than 1 Year
1-3 Years
3-5 Years
$
$
16,621 $
34,954
5,432
57,007 $
(In thousands)
6,432 $
10,262
2,584
19,278 $
9,432 $
14,966
2,848
27,246 $
757
9,726
—
10,483
(1) We lease various office facilities, including our corporate headquarters in Foster City, California. The terms of certain lease agreements include rent
escalation provisions and tenant improvement allowances.
46
In February 2010, we entered into a lease agreement for our corporate headquarters located at 950 Tower Lane, Foster City, California with an
expiration date in October 2018 and an option to extend the term of the lease twice by one additional year. In April 2018, the lease agreement was
amended to extend the lease term through October 31, 2023. Under the amended lease agreement, during the first year of the extended lease term, the
monthly base rent was abated for the first eight months and increased to $0.2 million for the remaining four months. During the second year of the
extended lease term, the monthly base rent was abated for the first five months and increased to $0.3 million for the remaining seven months.
Subsequently, after each 12-month anniversary, the monthly base rent increases by approximately 3%. We have an option to extend the term of the
lease for an additional five years following October 31, 2023.
(2) In accordance with the terms of the acquisitions completed in fiscal years 2021 and 2019, we are required to make post-closing payments and
contingent consideration payments. See Note 6, Acquisitions, to our consolidated financial statements for more information on the post-closing
payments and contingent consideration payments related to our business acquisitions.
The above table does not include approximately $2.4 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.
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. Actual
results may differ significantly from these estimates. 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.
Additionally, COVID-19 is a factor which may cause actual results to differ from estimates. COVID-19 is contributing to a general slowdown in the
global economy and may affect our business, results of operations, financial condition, and future strategic plans. At this time, the extent to which the
COVID-19 may impact our financial condition or results of operations is uncertain.
We refer to these estimates and assumptions as critical accounting policies and 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, to our consolidated financial statements for further information on our critical and other
significant accounting policies.
Revenue Recognition
We generate our revenue primarily from fees earned through the delivery of qualified inquiries such as clicks, leads, calls, applications, or
customers. We recognize revenue when we transfer control of promised goods or services to our clients in an amount that reflects the consideration to
which we expect to be entitled in exchange for those goods or services. We recognize revenue pursuant to the five-step framework contained in ASC 606,
Revenue from Contracts with Customers: (i) identify the contract with a client; (ii) identify the performance obligations in the contract, including whether
they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the
transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations.
As part of determining whether a contract exists, probability of collection is assessed on a client-by-client basis at the outset of the contract. Clients
are subjected to a credit review process that evaluates the clients’ financial position and the ability and intention to pay. If it is determined from the outset
of an arrangement that the client does not have the ability or intention to pay, we will conclude that a contract does not exist and will continuously reassess
our evaluation until we are able to conclude that a contract does exist.
Generally, our contracts specify the period of time as one month, but in some instances the term may be longer. However, for most of our contracts
with clients, either party can terminate the contract at any time without penalty. Consequently, enforceable rights and obligations only exist on a day-to-day
basis, resulting in individual daily contracts during the specified term of the contract or until one party terminates the contract prior to the end of the
specified term.
47
We have assessed the services promised in our contracts with clients and have identified one performance obligation, which is a series of distinct
services. Depending on the client’s needs, these services consist of a specified or an unlimited number of clicks, leads, calls, applications, customers, etc.
(hereafter collectively referred to as “marketing results”) to be delivered over a period of time. We satisfy these performance obligations over time as the
services are provided. We do not promise to provide any other significant goods or services to our clients.
Transaction price is measured based on the consideration that we expect to receive from a contract with a client. Our contracts with clients contain
variable consideration as the price for an individual marketing result varies on a day-to-day basis depending on the market-driven amount a client has
committed to pay. However, because we ensure the stated period of our contracts does not generally span multiple reporting periods, the contractual amount
within a period is based on the number of marketing results delivered within the period. Therefore, the transaction price for any given period is fixed and no
estimation of variable consideration is required.
If a marketing result delivered to a client does not meet the contractual requirements associated with that marketing result, our contracts allow for
clients to return a marketing result generally within 5-10 days of having received the marketing result. Such returns are factored into the amount billed to
the client on a monthly basis and consequently result in a reduction to revenue in the same month the marketing result is delivered. No warranties are
offered to our clients.
We do not allocate transaction price as we have only one performance obligation and our contracts do not generally span multiple periods. Taxes
collected from clients and remitted to governmental authorities are not included in revenue. We elected to use the practical expedient which allows us to
record sales commissions as expense as incurred when the amortization period would have been one year or less.
We bill clients monthly in arrears for the marketing results delivered during the preceding month. Our standard payment terms are 30-60 days.
Consequently, we do not have significant financing components in our arrangements.
Separately from the agreements that we have with clients, we have agreements with Internet search companies, third-party publishers and strategic
partners that we engage with to generate targeted marketing results for our clients. We receive a fee from our clients and separately pay a fee to the Internet
search companies, third-party publishers and strategic partners. We evaluate whether we are the principal (i.e., report revenue on a gross basis) or agent
(i.e., report revenue on a net basis). In doing so, we first evaluate whether we control the goods or services before they are transferred to the clients. If we
control the goods or services before they are transferred to the clients, we are the principal 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. If we
do not control the goods or services before they are transferred to the clients, we are the agent in the transaction and recognize revenue on a net basis. We
have one subsidiary, CCM, which provides performance marketing agency and technology services to clients in financial services, education and other
markets, recognizing revenue on a net basis. Determining whether we control the goods or services before they are transferred to the clients may require
judgment.
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 (“service-based RSU”) 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. The fair
value of restricted stock units with a service and performance condition (“performance-based RSU”) is determined based on the closing price of our
common stock on the date of grant. Grant date as defined by ASC 718 is determined when the components that comprise the performance targets have been
fully established. If a grant date has not been established, the compensation expense associated with the performance-based RSU is re-measured at each
reporting date based on the closing price of our common stock at each reporting date until the grant date has been established. For restricted stock units
with a service and market condition (“market-based RSU”), we have selected and used the Monte Carlo simulation model to estimate the fair value on the
date of grant.
In applying these models, our determination of fair value is affected by assumptions regarding a number of 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.
48
We recognize stock-based compensation expense for options and service-based RSUs using the straight-line method, and for performance-based
RSUs and market-based RSUs using the graded vesting 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.
Business Combinations
We account for business combinations using the acquisition method, which requires that the total consideration for each of the acquired business be
allocated to the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over the
fair values of these identifiable assets and liabilities is recorded as goodwill. During the measurement period, which may be up to one year from the
acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill.
In determining the fair value of assets acquired and liabilities assumed in a business combination, we used the income approach to value our most
significant acquired assets. Significant assumptions relating to our estimates in the income approach include base revenue, revenue growth rate net of client
attrition, projected gross margin, discount rates, projected operating expenses and the future effective income tax rates. The valuations of our acquired
businesses have been performed by a third-party valuation specialist under our management’s supervision. We believe that the estimated fair value assigned
to the assets acquired and liabilities assumed are based on reasonable assumptions and estimates that marketplace participants would use. However, such
assumptions are inherently uncertain and actual results could differ from those estimates. Future changes in our assumptions or the interrelationship of
those assumptions may negatively impact future valuations. In future measurements of fair value, adverse changes in discounted cash flow assumptions
could result in an impairment of goodwill or intangible assets that would require a non-cash charge to the consolidated statements of operations and may
have a material effect on our financial condition and operating results.
Acquisition related costs are not considered part of the consideration, and are expensed as operating expenses as incurred. Contingent consideration,
if any, is measured at fair value initially on the acquisition date as well as subsequently at the end of each reporting period until settlement at the end of the
assessment period. We include the results of operations of the businesses acquired as of the beginning of the acquisition dates.
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.
We perform our annual goodwill impairment test on April 30 and conduct a qualitative assessment to determine whether it is necessary to perform a
quantitative goodwill impairment test. In assessing the qualitative factors, we consider the impact of key factors such as changes in the general economic
conditions including the impact of COVID-19, changes in industry and competitive environment, stock price, actual revenue performance compared to
previous years, forecasts and cash flow generation. We had one reporting unit for purposes of allocating and testing goodwill for fiscal years 2021 and
2020. Based on the results of the qualitative assessment completed as of April 30, 2021 and 2020, 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, 2021 and
2020, we evaluated our long-lived assets and concluded there were no indicators of impairment.
49
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. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to
taxable income in effect for the years in which those tax assets and liabilities are expected to be realized or settled. Valuation allowances are provided when
necessary to reduce deferred tax assets to the amount expected to be realized. We regularly assess the realizability of our deferred tax assets. Judgment is
required to determine whether a valuation allowance is necessary and the amount of such valuation allowance, if appropriate. We consider 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 need, or continued need, for a valuation allowance we consider, among other things, the nature,
frequency and severity of current and cumulative taxable income or losses, forecasts of future profitability, and the duration of statutory carryforward
periods. Our judgment regarding future profitability may change due to future market conditions including the impact of COVID-19, changes in U.S. or
international tax laws and other factors.
We recognize tax benefits from an uncertain tax position only if it is more likely than not, based on the technical merits of the position, that the tax
position will be sustained on examination by the tax authorities. The tax benefits recognized in the financial statements from such positions are then
measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.
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. Market risk represents the risk of loss that may impact our financial position
due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates.
Interest Rate Risk
We invest our cash equivalents 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.
50
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 Income
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
The supplementary financial information required by this Item 8 is included in Item 7 under the caption "Selected Quarterly Financial Data.”
51
Page
52
55
56
57
58
59
60
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of QuinStreet, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of QuinStreet, Inc. and its subsidiaries (the “Company”) as of June 30, 2021 and 2020, and
the related consolidated statements of operations, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the
period ended June 30, 2021, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended
June 30, 2021 appearing under Item 15(a)2 (collectively referred to as the “consolidated financial statements”). We also have audited the Company's
internal control over financial reporting as of June 30, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of
June 30, 2021 and June 30, 2020, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2021 in
conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of June 30, 2021, based on criteria established in Internal Control - Integrated Framework
(2013) issued by the COSO.
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases as of July 1, 2019.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, 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 on Internal Control over Financial
Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's
internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective
internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated
financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test
basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. 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.
As described in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A, management has excluded certain elements
of the internal control over financial reporting of Modernize, Inc. from its assessment of internal control over financial reporting as of June 30, 2021
because it was acquired by the Company in a purchase business combination during 2021. Subsequent to the acquisition, certain elements of Modernize,
Inc.’s internal control over financial reporting and related processes were integrated into the Company’s existing systems and internal control over financial
reporting. Those controls that were not integrated have been excluded from management’s assessment of the effectiveness of internal control over financial
reporting as of June 30, 2021. We have also excluded these elements of the internal control over financial reporting of Modernize, Inc. from our audit of
internal control over financial reporting. Modernize, Inc. is a wholly-owned subsidiary whose total assets and net revenue excluded
52
from management’s assessment and our audit of internal control over financial reporting represent less than 1% and approximately 8%, respectively, of the
related consolidated financial statement amounts as of and for the year ended June 30, 2021.
Definition and Limitations of Internal Control over Financial Reporting
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.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was
communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated
financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not
alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Acquisition of Modernize, Inc. - Valuation of Customer Relationships Intangible Asset
As described in Notes 2 and 6 to the consolidated financial statements, on July 1, 2020, the Company completed the acquisition of Modernize, Inc. for net
consideration of approximately $70.4 million, which resulted in a $21.3 million customer relationships intangible asset being recorded. The fair value of
the customer relationships was determined using the multi-period excess earnings income approach. Significant assumptions relating to management’s
estimates in the income approach included base revenue, revenue growth rate net of client attrition, projected gross margin, discount rates, projected
operating expenses, and the future effective income tax rates.
The principal considerations for our determination that performing procedures relating to the valuation of the customer relationships intangible asset
recognized in connection with the acquisition of Modernize, Inc. is a critical audit matter are (i) a high degree of auditor judgment and subjectivity in
performing procedures relating to the fair value of the customer relationships intangible asset due to the significant judgment by management when
developing the estimate, (ii) the significant audit effort in evaluating the significant assumptions related to base revenue, revenue growth rate net of client
attrition, projected gross margin, and projected operating expenses, and (iii) the audit effort involved the use of professionals with specialized skill and
knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated
financial statements. These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over
management’s valuation of the customer relationships intangible asset and controls over the development of significant assumptions related to the customer
relationships intangible asset, including base revenue, revenue growth rate net of client attrition, projected gross margin, and projected operating expenses.
These procedures also included, among others (i) reading the purchase agreement and (ii) testing management’s process for estimating the fair value of the
customer relationships intangible asset. Testing management’s process included evaluating the appropriateness of the multi-period excess earnings income
approach, testing the completeness and accuracy of underlying data used in the approach, and evaluating the reasonableness of the significant assumptions
used by management related to base revenue, revenue growth rate net of client attrition, projected gross margin, and projected operating expenses.
Evaluating the reasonableness of the assumptions related to base revenue, revenue growth rate net of client attrition, projected gross margin, and projected
operating expenses involved considering (i) the current and past performance of the acquired business, (ii) the consistency with external market and
industry data, and (iii) whether these assumptions were consistent with other evidence obtained in other areas of the audit. Professionals with specialized
skill and knowledge were used to assist in the evaluation of the Company’s multi-period excess earnings income approach and the revenue growth rate net
of client attrition assumption.
53
/s/ PricewaterhouseCoopers LLP
San Francisco, California
August 26, 2021
We have served as the Company’s auditor since 2000.
54
QUINSTREET, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
Assets
Current assets:
Cash and cash equivalents
Accounts receivable, net of allowances and reserves of $1,010 and $10,177 as of June 30, 2021 and
June 30, 2020, respectively
Prepaid expenses and other assets
Total current assets
Property and equipment, net
Operating lease right-of-use assets
Goodwill
Other intangible assets, net
Deferred tax assets, noncurrent
Other assets, noncurrent
Total assets
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable
Accrued liabilities
Deferred revenue
Other liabilities
Total current liabilities
Operating lease liabilities, noncurrent
Other liabilities, noncurrent
Total liabilities
Commitments and contingencies (See Note 12)
Stockholders' equity:
Common stock: $0.001 par value; 100,000,000 shares authorized; 53,786,363 and 52,209,813 shares
issued and outstanding as of June 30, 2021 and June 30, 2020
Additional paid-in capital
Accumulated other comprehensive loss
Accumulated deficit
Total stockholders' equity
Total liabilities and stockholders' equity
See notes to consolidated financial statements
55
June 30,
2021
June 30,
2020
$
110,318 $
107,509
87,928
7,930
206,176
6,849
10,983
117,833
59,177
43,336
5,161
449,515 $
45,231 $
57,650
33
12,697
115,611
8,545
30,211
154,367
54
320,315
(255)
(24,966)
295,148
449,515 $
64,472
13,591
185,572
5,657
9,118
80,677
28,174
48,673
536
358,407
36,759
42,271
73
6,734
85,837
8,692
7,934
102,463
52
304,650
(237)
(48,521)
255,944
358,407
$
$
$
QUINSTREET, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Net revenue
Cost of revenue (1)
Gross profit
Operating expenses: (1)
Product development
Sales and marketing
General and administrative
Operating income
Interest income
Interest expense
Other income, net
Income before income taxes
(Provision for) benefit from income taxes
Net income
Net income per share:
Basic
Diluted
Weighted-average shares used in computing net income per share:
Basic
Diluted
$
$
$
$
2021
Fiscal Year Ended June 30,
2020
2019
578,487 $
507,956
70,531
$
490,339
437,864
52,475
19,344
10,991
26,270
13,926
39
(1,296)
16,660
29,329
(5,774)
23,555
$
14,206
8,876
23,188
6,205
230
(696)
12,947
18,686
(584)
18,102 $
455,154
393,509
61,645
12,329
8,755
29,834
10,727
290
(367)
69
10,719
51,761
62,480
0.44
0.43
$
$
0.35 $
0.34 $
1.26
1.18
53,166
55,129
51,529
53,387
49,581
52,754
(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
$
8,997 $
2,339
2,459
5,838
8,569 $
1,819
1,701
4,628
7,354
1,606
1,358
3,810
See notes to consolidated financial statements
56
QUINSTREET, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Net income
Other comprehensive (loss) income:
Foreign currency translation adjustment
Total other comprehensive (loss) income
Comprehensive income
2021
Fiscal Year Ended June 30,
2020
2019
$
23,555 $
18,102 $
62,480
(18)
(18)
23,537 $
129
129
18,231 $
14
14
62,494
$
See notes to consolidated financial statements
57
QUINSTREET, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except share data)
Balance at June 30, 2018
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 income
Other comprehensive income
Balance at June 30, 2019
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 income
Other comprehensive income
Balance at June 30, 2020
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 income
Other comprehensive loss
Balance at June 30, 2021
Common Stock
Shares
48,146,384 $
Amount
Additional
Paid-in
Capital
Accumulated
Other
Comprehensive
Loss
Accumulated
Deficit
Total
Shareholders’
Equity
48 $
277,761 $
(380) $
(129,103) $
148,326
1,147,124
1,224,952
—
—
—
—
50,518,460 $
777,854
913,499
—
—
—
—
52,209,813 $
739,985
836,565
—
—
—
—
53,786,363 $
1
1
—
—
—
—
50 $
1
1
—
—
—
—
52 $
1
1
—
—
—
—
54 $
7,701
(1)
14,198
(9,891)
—
—
289,768 $
4,478
(1)
16,781
(6,376)
—
—
304,650 $
3,967
(1)
19,679
(7,980)
—
—
320,315 $
—
—
—
—
—
—
—
—
14
(366) $
—
62,480
—
(66,623) $
—
—
—
—
—
—
—
—
129
(237) $
—
18,102
—
(48,521) $
—
—
—
—
—
—
—
—
(18)
(255) $
—
23,555
—
(24,966) $
7,702
—
14,198
(9,891)
62,480
14
222,829
4,479
—
16,781
(6,376)
18,102
129
255,944
3,968
—
19,679
(7,980)
23,555
(18)
295,148
See notes to consolidated financial statements
58
QUINSTREET, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
2021
Fiscal Year Ended June 30,
2020
2019
$
23,555 $
18,102 $
62,480
Cash Flows from Operating Activities
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
(Benefit from) provision for sales returns and doubtful accounts receivable
Stock-based compensation
Non-cash lease expense
Deferred income taxes
Gain on divestitures of businesses, net
Other adjustments, net
Changes in assets and liabilities:
Accounts receivable
Prepaid expenses and other assets
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, net of cash acquired
Internal software development costs
Proceeds from divestitures of businesses, net of cash divested
Purchases of equity investment
Other investing activities
Net cash (used in) provided by investing activities
Cash Flows from Financing Activities
Proceeds from exercise of common stock options
Payment of withholding taxes related to release of restricted stock, net of share settlement
Post-closing payments and contingent consideration related to acquisitions
Net cash used in financing activities
Effect of exchange rate changes on cash, cash equivalents and restricted cash
Net increase (decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period
Cash, cash equivalents and restricted cash at end of period
$
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets
Cash and cash equivalents
Restricted cash included in other assets, noncurrent
Total cash, cash equivalents and restricted cash
$
$
Supplemental Disclosure of Cash Flow Information
Cash paid for income taxes
Supplemental Disclosure of Noncash Investing and Financing Activities
Post-closing payments unpaid at acquisition date (See Note 6)
Contingent consideration unpaid at acquisition date (See Note 6)
Purchases of property and equipment included in accrued liabilities
See notes to consolidated financial statements
59
16,201
(341)
19,633
(816)
5,408
(16,615)
741
(20,063)
5,955
(173)
6,558
10,612
(40)
—
50,615
(1,969)
(49,304)
(3,131)
21,947
(4,000)
—
(36,457)
11,476
625
16,717
259
3,546
(13,578)
315
11,354
(8,136)
5,508
103
1,173
178
(34)
47,608
(1,962)
(2,000)
(2,291)
15,096
—
25
8,868
4,357
(7,980)
(7,689)
(11,312)
(36)
2,810
107,523
110,333 $
4,092
(6,376)
(9,348)
(11,632)
143
44,987
62,536
107,523 $
110,318 $
107,509 $
15
14
110,333 $
107,523 $
293
32,192
2,926
275
373
—
—
72
8,975
9,343
14,128
—
(52,019)
—
610
(8,321)
(545)
634
4,534
(3,368)
46
1,468
37,965
(1,972)
(32,737)
(2,336)
—
—
56
(36,989)
7,789
(9,891)
(1,952)
(4,054)
26
(3,052)
65,588
62,536
62,522
14
62,536
334
17,893
5,058
230
QUINSTREET, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The Company
QuinStreet, Inc. (the “Company”) is a leader in performance marketplaces and technologies for the financial services and home services industries.
The Company was incorporated in California in April 1999 and reincorporated in Delaware in December 2009. The Company specializes in customer
acquisition for clients in high value, information-intensive markets or “verticals,” including financial services, home services, and previously the historical
education client vertical. The corporate headquarters are located in Foster City, California, with additional offices throughout the United States and India.
The majority of the Company’s operations and revenue are in North America.
2. Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries. 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.
Additionally, the COVID-19 pandemic is a factor which may cause actual results to differ from estimates. COVID-19 is contributing to a general
slowdown in the global economy and may affect the Company’s business, results of operations, financial condition, and future strategic plans. At this time,
the extent to which the COVID-19 may impact the Company’s financial condition or results of operations is uncertain.
Revenue Recognition
The Company derives revenue primarily from fees earned through the delivery of qualified inquiries such as clicks, leads, calls, applications, or
customers. The Company recognizes revenue when the Company transfers promised goods or services to clients in an amount that reflects the
consideration to which the Company expects to be entitled in exchange for those goods or services. The Company recognizes revenue pursuant to the five-
step framework contained in ASC 606, Revenue from Contracts with Customers: (i) identify the contract with a client; (ii) identify the performance
obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on
variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the
Company satisfies the performance obligations.
As part of determining whether a contract exists, probability of collection is assessed on a client-by-client basis at the outset of the contract. Clients
are subjected to a credit review process that evaluates the clients’ financial position and the ability and intention to pay. If it is determined from the outset
of an arrangement that the client does not have the ability or intention to pay, the Company will conclude that a contract does not exist and will
continuously reassess its evaluation until the Company is able to conclude that a contract does exist.
Generally, the Company’s contracts specify the period of time as one month, but in some instances the term may be longer. However, for most of
the Company’s contracts with clients, either party can terminate the contract at any time without penalty. Consequently, enforceable rights and obligations
only exist on a day-to-day basis, resulting in individual daily contracts during the specified term of the contract or until one party terminates the contract
prior to the end of the specified term.
60
The Company has assessed the services promised in its contracts with clients and has identified one performance obligation, which is a series of
distinct services. Depending on the client’s needs, these services consist of a specified or an unlimited number of clicks, leads, calls, applications,
customers, etc. (hereafter collectively referred to as “marketing results”) to be delivered over a period of time. The Company satisfies these performance
obligations over time as the services are provided. The Company does not promise to provide any other significant goods or services to its clients.
Transaction price is measured based on the consideration that the Company expects to receive from a contract with a client. The Company’s
contracts with clients contain variable consideration as the price for an individual marketing result varies on a day-to-day basis depending on the market-
driven amount a client has committed to pay. However, because the Company ensures the stated period of its contracts does not generally span multiple
reporting periods, the contractual amount within a period is based on the number of marketing results delivered within the period. Therefore, the transaction
price for any given period is fixed and no estimation of variable consideration is required.
If a marketing result delivered to a client does not meet the contractual requirements associated with that marketing result, the Company’s contracts
allow for clients to return a marketing result generally within 5-10 days of having received the marketing result. Such returns are factored into the amount
billed to the client on a monthly basis and consequently result in a reduction to revenue in the same month the marketing result is delivered. No warranties
are offered to the Company’s clients.
The Company does not allocate transaction price as the Company has only one performance obligation and its contracts do not generally span
multiple periods. Taxes collected from clients and remitted to governmental authorities are not included in revenue. The Company elected to use the
practical expedient which allows the Company to record sales commissions as expense as incurred when the amortization period would have been one year
or less.
The Company bills clients monthly in arrears for the marketing results delivered during the preceding month. The Company’s standard payment
terms are 30-60 days. Consequently, the Company does not have significant financing components in its arrangements.
Separately from the agreements the Company has with clients, the Company has agreements with Internet search companies, third-party publishers
and strategic partners that it engages with to generate targeted marketing results for the Company’s clients. The Company receives a fee from its clients and
separately pays a fee to the Internet search companies, third-party publishers and strategic partners. The Company evaluates whether it is the principal (i.e.,
report revenue on a gross basis) or agent (i.e., report revenue on a net basis). In doing so, the Company first evaluates whether it controls the goods or
services before they are transferred to the clients. If the Company controls the goods or services before they are transferred to the clients, the Company is
the principal in the transaction. As a result, the fees paid by the Company’s clients are recognized as revenue and the fees paid to its Internet search
companies, third-party publishers and strategic partners are included in cost of revenue. If the Company does not control the goods or services before they
are transferred to the clients, the Company is the agent in the transaction and recognizes revenue on a net basis. The Company has one subsidiary, CCM,
which provides performance marketing agency and technology services to clients in financial services, education and other markets, recognizing revenue
on a net basis. Determining whether the Company controls the goods or services before they are transferred to the clients may require judgment.
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. The Company had one client, The Progressive Corporation, that accounted
for 23%, 21% and 22% of net revenue in fiscal years 2021, 2020 and 2019, and accounted for 10% and 17% of net accounts receivable as of June 30, 2021
and June 30, 2020. One additional client, The Allstate Corporation, accounted for 15% of net accounts receivable as of June 30, 2021. No other client
accounted for 10% or more of net revenue in fiscal years 2021, 2020 and 2019, or 10% or more of net accounts receivable as of June 30, 2021 or 2020.
61
Fair Value of Financial Instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the reporting date. The Company estimates and categorizes the fair value of its financial instruments by applying the following hierarchy:
Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to directly access.
Level 2 — Valuations based on quoted prices for similar assets or liabilities; valuations for interest-bearing securities based on non-daily quoted
prices in active markets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable data
for substantially the full term of the assets or liabilities.
Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or
liabilities.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value
measurement. The Company’s financial instruments consist principally of cash equivalents, accounts receivable, accounts payable, post-closing payments
and contingent consideration related to acquisitions. The recorded values of the Company’s accounts receivable and accounts payable approximate their
current fair values due to the relatively short-term nature of these accounts. See Note 5, Fair Value Measurements, for additional information regarding fair
value measurements.
Cash and Cash Equivalents
All highly liquid investments with maturities of three months or less at the date of purchase are classified as cash equivalents on the Company’s
consolidated balance sheets.
Accounts Receivable and Allowances
The Company’s accounts receivable are derived from clients located principally in the United States. The Company performs ongoing credit
evaluation of its customers and generally does not require collateral. The Company makes estimates of expected credit losses for the allowance for doubtful
accounts and allowance for unbilled receivables based upon its assessment of various factors, including historical experience, the age of the accounts
receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions
including the impact of COVID-19, and other factors that may affect its ability to collect from customers.
The following table presents the changes in the Company’s allowance for credit losses for the periods indicated (in thousands):
Balance, beginning of period
Provision for credit losses
Write-offs charged against the allowance (1)
Recoveries collected
Balance, end of period
Fiscal Year Ended June 30,
2021
2020
2019
$
$
9,287 $
36
(9,087)
(116)
120 $
9,529 $
214
(456)
—
9,287 $
727
9,001
(199)
—
9,529
(1)
In the third quarter of fiscal year 2019, the Company recorded an allowance of $8.7 million for bad debt expense related to a large former education
client who entered federal receivership in January 2019. In the second quarter of fiscal year 2021, the Company believes that the likelihood of
collection was no longer probable, therefore has determined to write off the receivable against this allowance, with no net impact to the Company’s
consolidated statements of operations.
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The revenue reserve was $0.9 million as of both June 30, 2021 and June 30, 2020. The total allowance for credit losses and revenue reserve was $1.0
million and $10.2 million as of June 30, 2021 and June 30, 2020, respectively.
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
Software
Furniture and fixtures
Leasehold improvements
Internal Software Development Costs
3 years
3 years
3 to 5 years
the shorter of the lease term or the estimated useful lives of the
improvements
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
development 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 internal software development costs of $2.3 million, $1.1 million and $2.3 million
in fiscal years 2021, 2020 and 2019. Amortization of internal software development costs is reflected within cost of revenue in the Company’s consolidated
statements of operations.
Leases
Effective July 1, 2019, the Company adopted ASC 842, Leases (ASC 842) which requires the recognition of lease liabilities and right-of-use
(“ROU”) assets on the consolidated balance sheets, while recognizing expenses on the consolidated income statements in a manner similar to the legacy
guidance. The Company applied the provisions of ASC 842 using the modified transition approach to all leases existing at the date of initial application and
not restating comparative periods.
Under ASC 842, at the commencement date of a lease, the Company recognizes lease liabilities which represent its obligation to make lease
payments, and ROU assets which represent its right to use the underlying asset during the lease term. The lease liability is measured at the present value of
lease payments over the lease term. As the Company’s leases typically do not provide an implicit rate, the Company uses an incremental borrowing rate
based on the information available at the lease commencement date. The ROU asset is measured at cost, which includes the initial measurement of the lease
liability and initial direct costs incurred by the Company and excludes lease incentives. Lease liabilities are recorded in accrued liabilities and operating
lease liabilities, noncurrent. ROU assets are recorded in operating lease right-of-use assets.
Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating
lease expense is recognized on a straight-line basis over the lease term. Lease agreements that contain both lease and non-lease components are generally
accounted for separately. The Company does not recognize lease liabilities and ROU assets for short-term leases with terms of twelve months or less.
Business Combinations
The Company accounts for business combinations using the acquisition method, which requires that the total consideration for each of the acquired
business be allocated to the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase
price over the fair values of these identifiable assets and liabilities is recorded as goodwill. During the measurement period, which may be up to one year
from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill.
In determining the fair value of assets acquired and liabilities assumed in a business combination, the Company used the income approach to value
its most significant acquired asset. Significant assumptions relating to the Company’s estimates in the income approach include base revenue, revenue
growth rate net of client attrition, projected gross margin, discount rates, projected operating expenses and the future effective income tax rates. The
valuations of our acquired businesses have been performed by a third-party valuation specialist under the Company management’s supervision. The
Company believes that the estimated fair value assigned to
63
the assets acquired and liabilities assumed are based on reasonable assumptions and estimates that marketplace participants would use. However, such
assumptions are inherently uncertain and actual results could differ from those estimates. Future changes in our assumptions or the interrelationship of
those assumptions may negatively impact future valuations. In future measurements of fair value, adverse changes in discounted cash flow assumptions
could result in an impairment of goodwill or intangible assets that would require a non-cash charge to the consolidated statements of operations and may
have a material effect on our financial condition and operating results.
Acquisition related costs are not considered part of the consideration, and are expensed as operating expense as incurred. Contingent consideration,
if any, is measured at fair value initially on the acquisition date as well as subsequently at the end of each reporting period until settlement at the end of the
assessment period. The Company includes the results of operations of the businesses acquired as of the beginning of the acquisition dates.
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 performs its annual goodwill impairment test on April 30 and conducts a qualitative assessment to determine whether it is necessary
to perform a quantitative goodwill impairment test. In assessing the qualitative factors, the Company considers the impact of key factors such as changes in
the general economic conditions including the impact of COVID-19, changes in industry and competitive environment, stock price, actual revenue
performance compared to previous years, forecasts and cash flow generation. The Company had one reporting unit for purposes of allocating and testing
goodwill for fiscal years 2021 and 2020. Based on the results of the qualitative assessment completed as of April 30, 2021 and 2020, 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, 2021 and 2020, the Company evaluated its long-lived assets and concluded there were no indicators of impairment. The weighted-
average useful life of intangible assets was 6.9 years as of June 30, 2021.
Investments in Equity Securities
The Company’s investments in equity securities, which are reported within other assets, noncurrent, on the consolidated balance sheets, include
investments in privately held companies without readily determinable market values. The Company adjusts the carrying value of its investments in equity
securities to fair value when transactions for identical or similar investments of the same issuer are observable. All gains and losses on investments in
equity securities, realized and unrealized, are recognized within other income, net on the Company’s consolidated statements of operations.
The Company applies the equity method of accounting for investments in other entities when it exercises significant influence. Under the equity
method, the Company’s share of each investee’s profit or loss is recognized within other income, net on the Company’s consolidated statements of
operations.
The Company applies the fair value measurement alternative for investments in other entities when it holds less than 20% ownership in the entity
and does not exercise significant influence. These investments consist of equity holdings in non-public companies and are recorded within other assets,
noncurrent, on the consolidated balance sheets.
64
The Company regularly reviews investments accounted for under the equity method and the fair value measurement alternative for
possible impairment, which generally involves an analysis of the facts and changes in circumstances influencing the investment, expectations of the entity’s
cash flows and capital needs, and the viability of its business model.
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, including net loss carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates
that apply to taxable income in effect for the years in which those tax assets and liabilities are expected to be realized or settled. Valuation allowances are
provided when necessary to reduce deferred tax assets to the amount expected to be realized. The Company regularly assesses the realizability of our
deferred tax assets. Judgment is required to determine whether a valuation allowance is 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 need, or continued need, for a valuation allowance
the Company considers, among other things, the nature, frequency and severity of current and cumulative taxable income or losses, forecasts of future
profitability, and the duration of statutory carryforward periods. The Company’s judgments regarding future profitability may change due to future market
conditions including the impact of COVID-19, changes in U.S. or international tax laws and other factors.
The Company recognizes tax benefits from an uncertain tax position only if it is more likely than not, based on the technical merits of the position,
that the tax position will be sustained on examination by the tax authorities. The tax benefits recognized in the financial statements from such positions are
then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Interest and penalties related
to unrecognized tax benefits are recognized within income tax expense.
Foreign Currency Translation
The Company’s foreign operations are subject to exchange rate fluctuations. The majority of the Company’s sales and expenses are denominated in
U.S. dollars. The functional currency for the majority of the Company’s foreign subsidiaries is the U.S. dollar. For these subsidiaries, assets and liabilities
denominated in foreign currency are remeasured into U.S. dollars at current exchange rates for monetary assets and liabilities and historical exchange rates
for nonmonetary assets and liabilities. Net revenue, cost of revenue and expenses are generally remeasured at average exchange rates in effect during each
period. Gains and losses from foreign currency remeasurement are included in other income, 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 income, net in the Company’s consolidated statements of operations and were not material
for any period presented.
Comprehensive Income
Comprehensive income consists of two components, net income 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 income. The
Company’s comprehensive 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. Total accumulated other comprehensive loss is disclosed 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.
65
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 (“service-based RSU”) 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. The fair value of restricted stock units with a service and performance condition (“performance-based RSU”) is determined based on the
closing price of the Company’s common stock on the date of grant. Grant date as defined by ASC 718 is determined when the components that comprise
the performance targets have been fully established. If a grant date has not been established, the compensation expense associated with the performance-
based RSUs is re-measured at each reporting date based on the closing price of our common stock at each reporting date until the grant date has been
established. For restricted stock units with a service and market condition (“market-based RSU”), the Company selected the Monte Carlo simulation model
to estimate the fair value on the date of grant. In applying these models, the Company’s determination of the fair value of the award is affected by
assumptions regarding a number of 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 for options and service-based RSUs using the straight-line method, and for
performance-based RSUs and market-based RSUs using the graded vesting 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. See Note 14, Stock Benefit Plans, for
additional information regarding stock-based compensation.
401(k) Savings Plan
The Company sponsors a 401(k) defined contribution plan covering all U.S. employees. There were no employer contributions under this plan in
fiscal years 2021, 2020 or 2019.
Recent Accounting Pronouncements
Accounting Pronouncements Adopted
Credit Losses. In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (Topic 326):
Measurement of Credit Losses on Financial Instruments. The Company adopted the new standard as of July 1, 2020 using the modified retrospective
transition method. Upon adoption, the Company updated its impairment model to utilize a forward-looking current expected credit losses (CECL) model in
place of the incurred loss methodology for financial instruments measured at amortized cost, primarily including its accounts receivable. The adoption of
this standard did not have a material impact on the Company’s consolidated financial statements. The Company continues to monitor the financial
statements implications of the COVID-19 pandemic on expected credit losses
Fair Value Measurements. In August 2018, the FASB issued Accounting Standards Update No. 2018-13, Changes to Disclosure Requirements for
Fair Value Measurements (Topic 820), which eliminates, adds and modifies certain disclosure requirements for fair value measurement. The Company
adopted the new standard as of July 1, 2020. The adoption of this standard did not have a material impact on the Company’s consolidated financial
statements.
Accounting Pronouncements Not Yet Adopted
Income Taxes. In December 2019, the FASB issued Accounting Standards Update No. 2019-12, Income Taxes (Topic 740): Simplifying the
Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. The new guidance is effective for the Company in the first
quarter of fiscal year 2022 on a prospective basis, with early
66
adoption permitted. The Company is currently assessing the impact the new guidance will have on the consolidated financial statements.
3. Revenue
Disaggregation of Revenue
In the first quarter of fiscal year 2021, the Company completed the acquisition of Modernize, Inc. (“Modernize”) to increase the scale and
capabilities in the home services client vertical. In addition, the Company divested its former education client vertical to narrow its focus to the best
performing businesses and market opportunities. As a result of these activities, in the second quarter of fiscal year 2021, the Company updated its reporting
structure which resulted in two client verticals: financial services and home services, which was applied on a retrospective basis. All remaining businesses
that are not significant enough for separate reporting are included in other revenue. The following table presents the Company’s net revenue disaggregated
by vertical (in thousands):
Net revenue:
Financial Services
Home Services
Other Revenue
Divested Businesses(1)
Total net revenue
2021
Fiscal Year Ended June 30,
2020
2019
$
$
426,819 $
134,538
5,543
11,587
578,487 $
366,289 $
49,931
—
74,119
490,339 $
308,608
40,273
—
106,273
455,154
(1) Represents revenue recognized from the businesses divested in fiscal years 2021 and 2020. See Note 7, Divestitures, for more information.
Contract Balances
The following table provides information about contract liabilities from the Company’s contracts with its clients (in thousands):
Deferred revenue
Client deposits
Total
June 30,
2021
2020
$
$
33 $
870
903 $
73
700
773
The Company’s contract liabilities result from payments received in advance of revenue recognition and advance consideration received from
clients, which precede the Company’s satisfaction of the associated performance obligation. The changes in the liability balances during fiscal year 2021
related to advance consideration received from clients of $8.6 million, offset by revenue recognized of $8.5 million.
4. Net Income per Share
Basic net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the
period. Diluted net income per share is computed by using the weighted-average number of shares of common stock outstanding, including potential
dilutive shares of common stock assuming the dilutive effect of outstanding stock options and restricted stock units using the treasury stock method.
67
The following table presents the calculation of basic and diluted net income per share:
Numerator:
Basic and Diluted:
Net income
Denominator:
Basic:
Fiscal Year Ended June 30,
2021
2020
2019
(In thousands, except per share data)
$
23,555 $
18,102 $
62,480
Weighted-average shares of common stock used in computing basic net income per
share
53,166
51,529
49,581
Diluted:
Weighted average shares of common stock used in computing basic net income per
share
Weighted average effect of dilutive securities:
Stock options
Restricted stock units
Weighted average shares of common stock used in computing diluted net income per
share
53,166
51,529
49,581
778
1,185
1,054
804
1,724
1,449
55,129
53,387
52,754
Net income per share:
Basic
Diluted
$
$
0.44 $
0.43 $
0.35 $
0.34 $
Securities excluded from weighted-average shares used in computing diluted net income per
share because the effect would have been anti-dilutive: (1)
84
1,104
1.26
1.18
118
(1) These weighted shares relate to anti-dilutive stock options and restricted stock units as calculated using the treasury stock method and could be dilutive
in the future.
5. Fair Value Measurements
The following table presents the fair value of the Company’s financial instruments (in thousands):
Assets:
Money market funds
Total
Liabilities:
Post-closing payments related to
acquisitions
Contingent consideration related to
acquisitions
Total
Reported as:
Cash and cash equivalents
Other Liabilities:
Current
Noncurrent
Total
June 30, 2021
June 30, 2020
Level 1
Level 2
Level 3
Total
Level 1
Level 2
Level 3
Total
$
$
1,670 $
1,670 $
— $
— $
— $
— $
1,670 $
1,670 $
1,668 $
1,668 $
— $
— $
— $
— $
1,668
1,668
$
— $
34,954 $
— $
34,954 $
— $
9,045 $
— $
9,045
$
—
— $
—
34,954 $
5,432
5,432 $
5,432
40,386 $
—
— $
—
9,045 $
3,170
3,170 $
3,170
12,215
$
1,670
$
$
12,697
27,689
40,386
$
1,668
$
$
6,734
5,481
12,215
There were no transfers between Level 1, Level 2 and Level 3 during the periods presented.
68
Cash Equivalents
The valuation technique used to measure the fair value of money market funds included using quoted prices in active markets for identical assets.
Post-Closing Payments Related to Acquisitions
The post-closing payments are future payments related to the Company’s acquisitions of Modernize, FCE and Mayo Labs completed in fiscal year
2021, and the acquisitions of AmOne, CCM and MBT completed in fiscal year 2019. As the fair value of the Company’s post-closing payments was
determined based on installments stipulated in the terms of the acquisition agreements and discount rates observable in the market, the post-closing
payments are classified as Level 2 within the fair value hierarchy. See Note 6, Acquisitions, for further details related to the acquisitions.
Contingent Consideration Related to Acquisitions
The contingent consideration consists of the estimated fair value of future payments related to the Company’s acquisitions of FCE and CCM. The
FCE contingent consideration is based upon revenue and gross margin targets, and the CCM contingent consideration is based upon revenue targets. The
fair value of the contingent consideration is determined using the real options technique which incorporates various estimates, including projected net
revenue, projected gross margin, volatility and discount rates. As certain of these inputs are not observable in the market, the contingent consideration is
classified as a Level 3 instrument. Significant changes in the projected net revenue, projected gross margin, or discount rates would have a material impact
on the fair value of the contingent consideration. Changes in the fair value of the contingent consideration are recorded in earnings on the Company’s
consolidated statements of operations. See Note 6, Acquisitions, for further details related to the acquisitions.
The following table represents the change in the contingent consideration (in thousands):
Balance as of June 30, 2019
Change in fair value during the period
Payments made during the period
Balance as of June 30, 2020
Additions related to the acquisition of FCE (initial measurement)
Change in fair value during the period
Payments made during the period
Balance as of June 30, 2021
6. Acquisitions
Fiscal Year 2021
Modernize, Inc.
$
$
Level 3
5,058
—
(1,888)
3,170
2,926
—
(664)
5,432
On July 1, 2020, the Company completed the acquisition of Modernize, a leading home improvement performance marketing company in the home
services client vertical, to broaden its customer and media relationships. In exchange for all the outstanding shares of Modernize, the Company paid
$43.9 million in cash upon closing (including $3.9 million cash for net assets acquired subject to post-closing adjustments) and will make $27.5 million in
post-closing payments, payable in equal annual installments over a five year period, with the first installment payable twelve months following the date of
closing. In addition, the Company made a Section 338(h)(10) election to treat the acquisition for tax purposes as a purchase and sale of assets. The
incremental taxes resulting from this election were paid to Modernize in the fourth quarter of fiscal year 2021.
69
The following table summarizes the consideration as of the acquisition date (in thousands):
Cash
Post-closing payments, net of imputed interest of $2,724
Section 338 election payment to Modernize
Total
Estimated Fair Value
43,944
24,776
1,703
70,423
$
$
The acquisition was accounted for as a business combination and the results of operations of Modernize have been included in the Company’s results
of operations as of July 1, 2020. The Company expensed all transaction costs in the period in which they were incurred. The Company allocated the
purchase price to identifiable assets acquired and liabilities assumed based on their estimated fair values. The fair value of the assets acquired and liabilities
assumed was determined by the Company and in doing so management engaged a third-party valuation specialist to assist with the measurement of the fair
value of identifiable intangible assets. The estimated fair value of the identifiable assets acquired and liabilities assumed in the acquisition was based on
management’s best estimates. The fair value of the customer relationships was determined using the multi-period excess earnings income approach. The
fair value of trade names and acquired technology was determined using the relief-from-royalty method. The fair value of content was determined using the
cost approach. The excess of the purchase price over the aggregate fair value of the identifiable assets acquired was recorded as goodwill and is primarily
attributable to synergies the Company expects to achieve related to the acquisition. The goodwill is deductible for tax purposes.
As of June 30, 2021, the Company has finalized the allocation of the purchase price to the fair values of the identifiable assets acquired and liabilities
assumed as of the acquisition date, upon completion of the measurement period. The following table summarizes the final allocation of the purchase price
as of the acquisition date (in thousands):
Cash and cash equivalents
Accounts receivable, net
Operating lease right-of-use assets
Other intangible assets
Other assets
Total identifiable assets acquired
Accrued liabilities
Operating lease liabilities
Deferred tax liabilities
Other liabilities
Total identifiable liabilities assumed
Net identifiable assets acquired
Goodwill
Net assets acquired
Preliminary as of
July 1, 2020
Estimated Fair Value
Year to Date
Adjustments (1)
Final as of
June 30, 2021
$
$
3,638 $
4,999
4,702
33,700
1,386
48,425
4,909
4,896
7,886
465
18,156
30,269
38,451
68,720 $
— $
—
—
—
—
—
—
—
(7,886)
(240)
(8,126)
8,126
(6,423)
1,703 $
3,638
4,999
4,702
33,700
1,386
48,425
4,909
4,896
—
225
10,030
38,395
32,028
70,423
(1) The Company made a 338(h)(10) election to treat the acquisition for tax purposes as a purchase and sale of assets which resulted in the release of the
deferred tax liabilities of $7.9 million. The Company has paid the incremental taxes to Modernize resulting from that election, for an increase in total
consideration of $1.7 million.
The following table summarizes the fair values of the identifiable intangible assets acquired and the estimated useful lives as of the acquisition date
(in thousands):
Customer/publisher/advertiser relationships
Content
Website/trade/domain names
Acquired technology and others
Total
Estimated
Fair Value
21,300
800
5,300
6,300
33,700
$
$
Estimated
Useful Life
9 years
1.5 years
15 years
4 years
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FC Ecosystem, LLC
On March 1, 2021, the Company acquired substantially all of the assets relating to the performance marketing services business of FC Ecosystem,
LLC, to broaden its customer relationships in the financial services client vertical. In exchange for the assets of FCE, the Company paid $7.0 million in
cash upon closing and will make $4.0 million in post-closing payments, payable in equal annual installments over a two year period, with the first
installment payable twelve months following the date of closing. The purchase consideration also includes contingent consideration of up to an additional
$9.0 million, which is payable for two years following the date of closing and is calculated every February 28 for the preceding twelve months.
The following table summarizes the consideration as of the acquisition date (in thousands):
Cash
Post-closing payments, net of imputed interest of $189
Contingent consideration
Total
Estimated Fair Value
7,000
3,811
2,926
13,737
$
$
The acquisition was accounted for as a business combination. The results of the acquired assets have been included in the Company’s results of
operations since the acquisition date. The Company allocated the purchase price to identifiable intangible assets acquired based on their estimated fair
values. The fair value of the intangible assets acquired was determined by the Company based on management’s best estimates, and in doing so
management engaged a third-party valuation specialist to assist with the measurement. The fair value of the customer relationship was determined using the
multi-period excess earnings income approach. The excess of the purchase price over the aggregate fair value of the identifiable intangible assets acquired
was recorded as goodwill and is primarily attributable to synergies the Company expects to achieve related to the acquisition. The goodwill is deductible
for tax purposes.
The following table summarizes the preliminary allocation of the purchase price and the estimated useful lives of the identifiable assets acquired as
of the date of the acquisition (in thousands):
Customer/publisher/advertiser relationships
Goodwill
Total
Estimated
Fair Value
$
$
8,600
5,137
13,737
Estimated
Useful Life
7 years
Indefinite
The Company is still finalizing the allocation of the purchase price to the individual assets acquired. Accordingly, these preliminary estimates are
subject to change during the measurement period, which is the period subsequent to the acquisition date during which the acquirer may adjust the
provisional amounts recognized for a business combination, not to exceed one year form the acquisition date. The final purchase price allocation,
which may include changes in the allocations between intangible assets and goodwill, as well as changes in the estimated useful lives of the intangible
assets, will be determined when the Company has completed the detailed review of underlying inputs and assumptions used in its preliminary purchase
price allocation.
Other
On February 17, 2021, the Company also completed the acquisition of certain assets of Mayo Labs, LLC, a performance marketing services
company serving the financial services client vertical. The Company paid $2.0 million in cash upon closing and will make $2.0 million in post-closing
payments, payable in equal annual installments over a two year period, with the first installment payable twelve months following the date of closing. The
results of the acquired assets have been included in the Company’s results of operations since the acquisition date, which were not considered material to
the Company.
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Unaudited Pro Forma Financial Information
The unaudited pro forma financial information in the table below summarizes the combined results of operations for the Company and the acquired
businesses as though these acquisitions had been occurred as of the beginning of fiscal year 2020. The unaudited pro forma financial information is
presented for illustrative purposes only and does not necessarily reflect what the combined company’s results of operations would have been had the
acquisitions occurred as of the beginning of fiscal year 2020, nor is it necessarily indicative of the future results of operations of the combined company.
Net revenue
Net income
Fiscal Year Ended June 30,
2021
2020
$
(In thousands)
578,487 $
24,253
561,428
23,184
The pro forma financial information for fiscal year 2021 includes the elimination of $698 thousand acquisition costs incurred by the Company that
are directly related to the acquisitions, and these costs have been reflected in the fiscal year 2020 financial information.
Fiscal Year 2020
There was no significant business acquisition completed in fiscal year 2020.
Fiscal Year 2019
AmOne Corp.
On October 1, 2018, the Company completed the purchase of AmOne, an online performance marketing company in the financial services client
vertical, to broaden its publisher and customer relationships. In exchange for all outstanding shares of AmOne, the Company paid $23.0 million
in cash upon closing (including $2.7 million cash for net assets acquired subject to post-closing adjustments) and will make $8.0 million in post-closing
payments, payable in equal semi-annual installments over a two year period, with the first installment paid six months following the date of closing. The
outstanding balance owed with respect to the post-closing payments was paid in full as of the second quarter of fiscal year 2021.
CloudControlMedia, LLC
On April 15, 2019, the Company completed the purchase of CCM, a marketing services company in the education client vertical, to broaden its
customer relationships. In exchange for all the outstanding shares of CCM, the Company paid $8.3 million in cash upon closing (including $0.8 million
cash for net assets acquired subject to post-closing adjustments) and will make a series of future payments following the acquisition date. The $7.5 million
post-closing payments are payable in cash in equal semi-annual installments over a four year period, with the first installment paid six months following
the date of closing. The contingent consideration is payable for five years following the date of closing and is calculated every June 30 and December 31
for the preceding six months.
MyBankTracker.com, LLC
On May 14, 2019, the Company completed the purchase of MBT, a leading personal finance website to broaden its customer relationships. In
exchange for all the outstanding shares of MBT, the Company paid $4.5 million in cash upon closing (including $1.5 million cash for net assets acquired)
and will make a series of future payments following the acquisition date. The $4.0 million post-closing payments are payable in cash in equal semi-annual
installments over a two year period, with the first installment paid twelve months following the date of closing. The outstanding balance owed with respect
to the post-closing payments was paid in full as of the fourth quarter of fiscal year 2021. The contingent consideration is calculated semi-annually for the
preceding six months beginning on December 31, 2019 and ending on June 30, 2023. In the third quarter of fiscal year 2020, the Company reached an
agreement with the seller and paid off the outstanding balance owed with respect to the contingent consideration.
72
The following table summarizes the total consideration for each acquisition as of the acquisition dates (in thousands):
Cash
Post-closing adjustments for net assets acquired
Post-closing payments, net of imputed interest (1)
Contingent consideration
Total
AmOne
CCM
MBT
$
$
23,032
138
7,514
—
30,684
$
$
8,281
(72)
6,671
3,553
18,433
$
$
4,511
—
3,708
1,505
9,724
(1) The post-closing payment is net of imputed interest of $486 thousand for AmOne, $829 thousand for CCM and $292 thousand for MBT.
7. Divestitures
As a result of the Company’s decision to narrow its focus to the best performing businesses and market opportunities, the Company completed a
series of business divestitures in fiscal years 2021 and 2020.
Fiscal year 2021
Education Client Vertical
On August 31, 2020, the Company entered into an agreement with a third party to sell its education client vertical for total cash consideration of
$20.0 million. The Company recognized a gain of $16.6 million within other income, net on the Company’s consolidated statements of operations upon the
divestiture of this business in the first quarter of fiscal year 2021.
Fiscal year 2020
Business-to-Business Technology Client Vertical
On February 14, 2020, as a result of the Company’s decision to narrow its focus to its best performing businesses and market opportunities, the
Company entered into an agreement with a third party to sell its B2B client vertical for a purchase price of $12.9 million. The purchase price consisted of
$10.0 million in upfront cash consideration and $2.9 million in a secured promissory note, receivable in equal monthly installments over a 12-month
period. The Company recognized a gain of $12.0 million within other income, net on the Company’s consolidated statements of operations upon the
divestiture of this business in the third quarter of fiscal year 2020.
Mortgage Business
On April 30, 2020, the Company entered into an agreement with a third party to sell its mortgage business for total cash consideration of $3.3
million. The Company recognized a gain of $2.8 million within other income, net on the Company’s consolidated statements of operations upon the
divestiture of this business in the fourth quarter of fiscal year 2020.
Other
In the third quarter of fiscal year 2020, the Company also completed the divestitures of its wholly owned subsidiaries, QuinStreet Brasil Online
Marketing e Midia Ltda (“QSB”), and VEMM, LLC (“VEMM”) along with its interests in Euro-Demand Do Brasil Serviços de Geração de Leads Ltda
(“EDB”), for combined cash proceeds of $1.1 million; provided, however, the Company retained a minority equity interest in VEMM. The aggregate
impact from these divestitures was not considered material to the Company.
73
8. Balance Sheet Components
Accounts Receivable, Net
Accounts receivable, net was comprised of the following (in thousands):
Accounts receivable, gross
Less: Allowance for credit losses and revenue reserves
Accounts receivable, net
Prepaid Expenses and Other Assets
Prepaid expenses and other assets were comprised of the following (in thousands):
Prepaid expenses
Income tax receivable
Other assets
Total
June 30,
2021
2020
88,938 $
(1,010)
87,928 $
74,649
(10,177)
64,472
June 30,
2021
2020
3,843 $
3,541
546
7,930 $
9,001
3,798
792
13,591
$
$
$
$
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, which was being amortized on a straight-line basis over the life of the contract. As of June 30, 2020, the Company
had recorded the unamortized remainder of the upfront cash payment of $5.3 million within prepaid expenses and other assets on the consolidated balance
sheet. As of July 1, 2020, the contract was terminated and the unamortized remainder of the upfront cash payment was subsequently refunded.
Amortization expense was $1.0 million and $1.0 million for fiscal years 2020 and 2019.
Property and Equipment, Net
Property and equipment, net was comprised of the following (in thousands):
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
June 30,
2021
2020
$
$
12,997 $
11,901
3,163
3,016
39,279
70,356
(63,507)
6,849 $
12,763
11,751
3,060
2,842
36,993
67,409
(61,752)
5,657
Depreciation expense was $1.8 million, $1.3 million and $1.1 million for fiscal years 2021, 2020 and 2019. Amortization expense related to internal
software development costs was $2.6 million, $2.4 million and $2.3 million for fiscal years 2021, 2020 and 2019.
74
Accrued liabilities
Accrued liabilities were comprised of the following (in thousands):
Accrued media costs
Accrued professional service and other business expenses
Accrued compensation and related expenses
Total
9. Intangible Assets, Net and Goodwill
Intangible Assets, Net
Intangible assets, net consisted of the following (in thousands):
June 30,
2021
2020
$
$
41,226 $
10,550
5,874
57,650 $
31,948
8,066
2,257
42,271
Gross
Carrying
Amount
June 30, 2021
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
June 30, 2020
Accumulated
Amortization
Net
Carrying
Amount
Customer/publisher/advertiser
relationships
Content
Website/trade/domain names
Acquired technology and others
$
90,830 $
43,056
25,102
33,834
Total
$
192,822 $
(43,485) $
(42,790)
(18,303)
(29,067)
(133,645) $
47,345 $
266
6,799
4,767
59,177 $
61,324 $
55,430
23,059
27,941
167,754 $
(36,213) $
(55,430)
(20,717)
(27,220)
(139,580) $
25,111
—
2,342
721
28,174
Amortization of intangible assets was $11.9 million, $7.8 million and $5.6 million for fiscal years 2021, 2020 and 2019.
Future amortization expense for the Company’s intangible assets as of June 30, 2021 was as follows (in thousands):
Fiscal Year Ending June 30,
2022
2023
2024
2025
2026
Thereafter
Total
Amortization
11,364
10,501
9,605
7,622
5,197
14,888
59,177
$
$
75
Goodwill
The changes in the carrying amount of goodwill for fiscal years 2021 and 2020 were as follows (in thousands):
Balance at June 30, 2019
Goodwill acquired (1)
Goodwill disposed (2)
Balance at June 30, 2020
Goodwill acquired (1)
Goodwill disposed (2)
Balance at June 30, 2021
$
$
Goodwill
82,544
1,100
(2,967)
80,677
40,368
(3,212)
117,833
(1) Represents goodwill acquired associated with an insignificant business acquisition completed in fiscal year 2020 and the business acquisitions of
Modernize, FCE and Mayo Labs completed in fiscal year 2021. See Note 6, Acquisitions, for more information.
(2) Represents goodwill disposed associated with the business divestitures completed in fiscal years 2020 and 2021. See Note 7, Divestitures, for more
information.
10. Income Taxes
The components of income before income taxes were as follows (in thousands):
US
Foreign
Total
2021
Fiscal Year Ended June 30,
2020
2019
$
$
29,433 $
(104)
29,329 $
17,824 $
862
18,686 $
10,316
403
10,719
The components of the provision for (benefit from) income taxes were as follows (in thousands):
Current:
Federal
State
Foreign
Total current provision for (benefit from) income taxes
Deferred:
Federal
State
Foreign
Total deferred provision for (benefit from) income taxes
Total provision for (benefit from) income taxes
76
2021
Fiscal Year Ended June 30,
2020
2019
$
$
(3) $
252
187
436
4,732
606
—
5,338
5,774 $
— $
(3,110)
218
(2,892)
2,504
972
—
3,476
584 $
—
193
255
448
(45,201)
(7,008)
—
(52,209)
(51,761)
The reconciliation between the statutory federal income tax and the Company’s effective tax rates as a percentage of income before income taxes
was as follows:
Federal tax rate
States taxes, net of federal benefit
Foreign rate differential
Stock-based compensation expense
Change in valuation allowance
Research and development credits
Disqualified compensation expense
Uncertain tax position
Business divestitures
Other
Effective income tax rate
2021
Fiscal Year Ended June 30,
2020
2019
21.0%
0.7
0.2
(9.4)
2.3
(3.8)
7.6
1.2
—
(0.1)
19.7%
21.0%
(11.4)
2.1
(8.7)
(2.4)
(4.1)
5.3
1.8
(1.3)
0.8
3.1%
21.0%
(69.3)
0.3
(48.9)
(397.8)
(8.5)
16.5
2.8
—
1.0
(482.9)%
The components of the long-term deferred tax assets and liabilities, net were as follows (in thousands):
Noncurrent deferred tax assets:
Reserves and accruals
Stock-based compensation expense
Intangible assets
Net operating loss
Fixed assets
Tax credits
Operating lease liabilities
Other
Total noncurrent deferred tax assets
Valuation allowance - long-term
Noncurrent deferred tax assets, net
Noncurrent deferred tax liabilities:
Operating lease right-of-use assets
Noncurrent deferred tax liabilities
Total deferred tax assets, net
$
June 30,
2021
2020
1,608 $
3,841
4,444
30,440
135
10,279
3,108
38
53,893
(8,193)
45,700
(2,364)
(2,364)
3,973
3,441
8,620
30,953
59
8,852
884
237
57,019
(7,523)
49,496
(823)
(823)
$
43,336 $
48,673
The Company recorded a valuation allowance against the majority of the Company’s deferred tax assets at the end of fiscal year 2014. In the second
quarter of fiscal year 2019, due to the preponderance of positive evidence, including the Company’s cumulative profit before taxes and future forecasts of
continued profitability in the United States, the Company determined that sufficient positive evidence existed to conclude that substantially all of its
valuation allowance was no longer needed. Accordingly, the Company released the valuation allowance for the majority of its federal and state deferred tax
assets. The Company continues to maintain a valuation allowance related to its deferred tax assets for its foreign entity and California research and
development tax credits. If there are unfavorable changes to actual operating results or to projections of future income, the Company may determine that it
is more likely than not that such deferred tax assets may not be realizable.
As of June 30, 2021 and 2020, the Company had a federal operating loss carryforward of approximately $117.7 million and $120.8 million. As of
June 30, 2021 and 2020, the Company’s state operating loss carryforward was approximately $70.4 million and $72.6 million. With the exception of $32.2
million of federal net operating losses which can be carried forward indefinitely, the federal and state net operating losses, if not used, will begin to expire
on June 30, 2035 and June 30, 2037. The operating loss carryforward in the India jurisdiction was approximately $5.8 million which will begin to expire on
June 30, 2022. The Company has federal and California research and development tax credit carry-forwards of approximately $6.2 million and $9.3 million
to offset future taxable income. The federal research and development tax credits, if not used, will begin to expire on June 30, 2034, while the state tax
credit carry-forwards do not have an expiration date and may be carried forward indefinitely.
77
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.
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
2021
Fiscal Year Ended June 30,
2020
2019
$
$
4,236 $
535
—
(7)
(8)
4,756 $
3,727 $
406
106
—
(3)
4,236 $
3,256
467
10
—
(6)
3,727
The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the Company’s provision for (benefit from)
income taxes. As of June 30, 2021, the Company has accrued $1.3 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, 2021, unrecognized tax benefits of $2.6 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 files income tax returns in the United States, various U.S. states and certain foreign jurisdictions and 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. As of June 30, 2021, the tax years 2014
through 2019 remain open in the U.S., the tax years 2013 through 2019 remain open in the various state jurisdictions, and the tax years 2015 through 2019
remain open in various foreign jurisdictions. The Company believes that adequate amounts have been reserved for any adjustments that may ultimately
result from our open examinations.
11. Leases
The Company has operating leases primarily for its office facilities. The leases expire at various dates through fiscal year 2026, some of which
include options to renew, with renewal terms of up to 5 years. The Company does not include any renewal options in the lease terms for calculating lease
liability, as the renewal options allow the Company to maintain operational flexibility and the Company is not reasonably certain that it will exercise these
renewal options at the time of the lease commencement.
The components of lease expense for fiscal years 2021 and 2020 were as follows (in thousands):
Operating lease expense
Short-term lease expense
Variable lease expense (1)
Total lease expense
Fiscal Year Ended June 30,
2021
2020
$
$
5,247 $
785
571
6,603 $
3,940
1,119
580
5,639
(1) Variable lease expense for fiscal years 2021 and 2020 primarily included common area maintenance charges.
Rent expense for fiscal year 2019 was $3.9 million, which was recognized using the straight-line method over the term of a lease in accordance with
the previous lease accounting standard.
78
Supplemental information related to operating leases was as follows (in thousands, except lease term and discount rate):
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows used for operating leases
Lease liabilities arising from obtaining right-of-use assets
Operating leases
Weighted average remaining lease term - operating leases
Weighted average discount rate - operating leases
$
$
Fiscal Year Ended June 30,
2021
2020
6,066
$
3,675
6,981
$
423
2.7 years
5.0%
3.2 years
4.6%
The implicit rate within each lease is not readily determinable and therefore the Company uses its incremental borrowing rate at the lease
commencement date to determine the present value of the lease payments. The determination of the incremental borrowing rate requires judgement. The
Company determined its incremental borrowing rate for each lease using indicative bank borrowing rates, adjusted for various factors including level of
collateralization, term and currency to align with the terms of a lease.
Maturities of operating lease liabilities as of June 30, 2021 were as follows (in thousands):
Fiscal Year Ending June 30,
2022
2023
2024
2025
2026
Total minimum lease payments
Less imputed interest
Present value of net minimum lease payments
Operating lease liabilities:
Current
Noncurrent
Total
$
$
$
$
Amount
6,189
5,762
3,663
721
32
16,367
(2,218)
14,149
5,604
8,545
14,149
Total future principal contractual obligations for operating lease commitments exceeded the undiscounted lease liability by $0.3 million as of June
30, 2021, primarily because the lease liability excluded short-term lease payments (due to the adoption of the short-term lease exemption).
12. Commitments and Contingencies
Guarantor Arrangements
The Company has agreements whereby it indemnifies its officers and directors for certain events or occurrences while the officer or director is, or
was, serving at the Company’s request in such capacity. The term of the indemnification period is for the officer or director’s lifetime. 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, 2021 and June
30, 2020.
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
79
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,
2021 and June 30, 2020.
Letters of Credit
The Company has a $0.5 million letter of credit agreement with a financial institution that is used as collateral for the Company’s corporate
headquarters’ operating lease. The letter of credit automatically renews annually without amendment unless cancelled by the financial institution
within 30 days of the annual expiration date.
13. Stockholders’ Equity
Stock Repurchases
In July 2017, the Board of Directors authorized a stock repurchase program to repurchase up to 905,000 outstanding shares of its common stock. In
October 2017, the Board of Directors increased the number of outstanding shares that may be repurchased to 966,000 shares. No repurchases were made
under this program during fiscal years 2021, 2020 and 2019. As of June 30, 2021, the number of shares that remains available for repurchase is 903,636
shares.
14. Stock Benefit Plans
Stock-Based Compensation
In fiscal years 2021, 2020 and 2019, the Company recorded stock-based compensation expense of $19.6 million, $16.7 million and $14.1 million. In
fiscal years 2021, 2020 and 2019, the Company recognized tax benefits related to stock-based compensation of $2.6 million, $1.6 million and $5.2 million,
which are reflected in the Company’s (provision for) benefit from income taxes.
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 service-based RSUs. In fiscal year 2016, the Company also began granting market-based RSUs that
requires the Company’s stock price achieve a specified price above the grant date stock price before it can be eligible for service vesting conditions. In
fiscal year 2019, the Company began granting to employees performance-based RSUs that vest variably subject to the achievement of performance targets,
consisting of both revenue growth and adjusted EBITDA targets. The Company evaluates the portion of the awards that are probable to vest quarterly until
the performance criteria are met. To date, the Company has issued ISOs, NQSOs, service-based RSUs, market-based RSUs, and performance-based RSUs
under 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 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 percent vesting quarterly thereafter for the next 12 quarters, subject to any performance or
stock price targets.
80
An aggregate of 23,125,612 shares of the Company’s common stock were reserved for issuance under the 2010 Incentive Plan as of June 30, 2021,
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 was 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 14,450,060 shares available for issuance under the 2010 Incentive Plan as of June 30, 2021.
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, initial service-based RSU grants vested quarterly over a period
of four years and annual 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 4,598,838 shares of the Company’s common stock were reserved for issuance under the Directors’ Plan as of June 30, 2021. This
amount was increased annually through July 1, 2019, 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 2,308,424 shares available for issuance under
the Directors’ Plan as of June 30, 2021.
Valuation Assumptions
The Company uses the Black-Scholes option-pricing model to fair value its stock options. 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. 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.
The weighted-average Black-Scholes model assumptions and the weighted-average grant date fair value of stock options in fiscal years 2021, 2020
and 2019 were as follows:
Expected term (in years)
Expected volatility
Expected dividend yield
Risk-free interest rate
Grant date fair value
2021
Fiscal Year Ended June 30,
2020
2019
4.5
61%
—
0.6%
7.85
$
4.3
58%
—
1.4%
5.30
$
4.4
56%
—
2.5%
6.86
$
81
Stock Option Award Activity
The following table summarizes the stock option award activity under the plans in fiscal years 2021 and 2020:
Outstanding at June 30, 2019
Granted
Exercised
Forfeited
Expired
Outstanding at June 30, 2020
Granted
Exercised
Forfeited
Expired
Outstanding at June 30, 2021
Vested and expected-to-vest at June 30, 2021 (1)
Vested and exercisable at June 30, 2021
Shares
Weighted Average
Exercise Price
2,411,722 $
39,010
(777,854)
(68,750)
(7,275)
1,596,853 $
106,186
(758,447)
(17,051)
(9,448)
918,093 $
906,563 $
782,661 $
5.44
11.42
5.76
9.17
10.01
5.25
16.28
5.64
9.28
8.89
6.10
5.97
4.70
Weighted Average
Remaining
Contractual Life
(In years)
Aggregate Intrinsic
Value
(In thousands)
3.64 $
25,123
3.18 $
8,892
2.89 $
2.85 $
2.43 $
11,578
11,538
10,874
(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, 2021:
Range or Exercise Prices
$3.40 - $3.40
$3.59 - $3.59
$3.63 - $3.63
$4.01 - $4.01
$4.44 - $5.65
$5.80 - $9.29
$10.75 - $17.16
$18.35 - $18.35
$20.73 - $20.73
$24.46 - $24.46
$3.40 - $24.46
Options Outstanding
Weighted Average
Remaining
Contractual Term
2.59
2.42
2.08
3.06
1.65
2.05
5.39
4.25
6.83
6.61
2.89
Number of Shares
50,000
159,727
182,736
166,090
113,907
98,843
92,438
3,004
50,000
1,348
918,093
Options Exercisable
Weighted Average
Exercise Price
$
$
$
$
$
$
$
$
$
$
$
3.40
3.59
3.63
4.01
5.07
6.87
12.36
18.35
20.73
24.46
6.10
Number of Shares
50,000
159,727
182,736
153,455
113,907
83,217
34,317
1,871
2,083
1,348
782,661
Weighted Average
Exercise Price
$
$
$
$
$
$
$
$
$
$
$
3.40
3.59
3.63
4.01
5.07
6.44
12.68
18.35
20.73
24.46
4.70
The following table summarizes the total intrinsic value, the cash received and the actual tax benefit of all options exercised in fiscal years 2021,
2020 and 2019 (in thousands):
Intrinsic value
Cash received
Tax benefit
Fiscal Year Ended June 30,
$
2021
2020
2019
9,408 $
4,279
1,569
6,145 $
4,480
894
9,749
7,702
1,399
As of June 30, 2021, there was $0.8 million of total unrecognized compensation expense related to unvested stock options which are expected to be
recognized over a weighted-average period of 2.6 years.
82
Service-Based Restricted Stock Unit Activity
The following table summarizes the service-based RSU activity under the plans in fiscal years 2021 and 2020:
Outstanding at June 30, 2019
Granted
Vested
Forfeited
Outstanding at June 30, 2020
Granted
Vested
Forfeited
Outstanding at June 30, 2021
Shares
Weighted Average
Grant Date Fair
Value
2,002,006 $
959,740
(1,018,624)
(146,366)
1,796,756 $
1,026,425
(872,952)
(118,211)
1,832,018 $
9.06
15.57
8.66
12.86
12.37
13.28
11.83
14.14
12.97
Weighted Average
Remaining
Contractual Life
(In years)
Aggregate Intrinsic
Value
(In thousands)
1.10 $
31,732
1.11 $
18,794
1.26 $
34,039
As of June 30, 2021, there was $17.6 million of total unrecognized compensation expense related to service-based RSUs.
Market-Based Restricted Stock Unit Activity
The following table summarizes the market-based RSU activity under the 2010 Incentive Plan in fiscal years 2021 and 2020:
Outstanding at June 30, 2019
Granted
Vested
Forfeited
Outstanding at June 30, 2020
Granted
Vested
Forfeited
Outstanding at June 30, 2021
Shares
Weighted Average
Grant Date Fair
Value
196,098 $
—
(107,743)
(15,387)
72,968 $
—
(20,507)
(2,999)
49,462 $
5.00
—
4.48
7.36
5.61
—
4.60
8.90
8.43
Weighted Average
Remaining
Contractual Life
(In years)
Aggregate Intrinsic
Value
(In thousands)
0.68 $
3,108
0.52 $
763
0.37 $
919
As of June 30, 2021, the total unrecognized compensation expense related to market-based RSUs was immaterial.
83
Performance-Based Restricted Stock Unit Activity
The following table summarizes the performance-based RSU activity under the 2010 Incentive Plan in fiscal years 2021 and 2020:
Outstanding at June 30, 2019
Granted
Vested
Forfeited
Outstanding at June 30, 2020
Granted
Vested
Forfeited
Outstanding at June 30, 2021
Shares
Weighted Average
Grant Date Fair
Value
716,612 $
752,671
(290,929)
(80,712)
1,097,642 $
704,485
(418,464)
(125,325)
1,258,338 $
15.85
10.46
16.25
13.89
12.37
18.58
13.37
13.89
16.10
Weighted Average
Remaining
Contractual Life
(In years)
Aggregate Intrinsic
Value
(In thousands)
1.36 $
11,358
1.30 $
11,481
1.19 $
23,380
As of June 30, 2021, there was $7.3 million of total unrecognized compensation expense related to performance-based RSUs.
At the time of vesting, a portion of RSUs are withheld by the Company to provide for federal and state tax withholding obligations resulting from
the release of the RSUs.
15. Segment Information
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by
the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s chief
operating decision maker, its chief executive officer, reviews financial information presented on a consolidated basis, and no expense or operating income
is evaluated at a segment level. Given the consolidated level of review by the Company’s chief executive officer, the Company operates as one reportable
segment.
The following tables set forth net revenue and long-lived assets by geographic area (in thousands):
Net revenue:
United States
International
Total net revenue
Property and equipment, net:
United States
International
Total property and equipment, net
Other intangible assets, net:
United States
International
Total other intangible assets, net
2021
Fiscal Year Ended June 30,
2020
2019
$
$
566,589 $
11,898
578,487 $
475,208 $
15,131
490,339 $
445,957
9,197
455,154
June 30,
2021
2020
6,672 $
177
6,849 $
5,477
180
5,657
June 30,
2021
2020
59,177 $
—
59,177 $
28,174
—
28,174
$
$
$
$
84
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, 2021. 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, 2021, our Chief Executive Officer and
Chief Financial Officer concluded that, as of such date, our disclosures and procedures were effective at the reasonable assurance level.
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:
•
•
•
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
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 internal control 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.
Our management has assessed the effectiveness of the internal control over financial reporting as of June 30, 2021. 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 Framework). Based on this evaluation, our management has concluded that our internal control over financial reporting was
effective as of June 30, 2021.
In the first quarter of fiscal year 2021, we completed the acquisition of Modernize. Our management has excluded certain elements of the acquired
business from its assessment of internal control over financial reporting as of June 30, 2021, as permitted under existing SEC Staff interpretive guidance for
newly acquired businesses. Subsequent to the acquisition, certain elements of the acquired business’s internal control over financial reporting and related
processes have been integrated into our existing systems and internal control over financial reporting. Those controls that were not integrated have been
excluded from our management’s assessment of the effectiveness of internal control over finical reporting as of June 30, 2021. Modernize is a wholly-
owned subsidiary of the Company whose total assets and net revenue excluded from our management assessment represented less than 1% and
approximately 8%, respectively, of the related consolidated financial statement amounts as of and for the fiscal year ended June 30, 2021.
85
The effectiveness of our internal control over financial reporting as of June 30, 2021 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.
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, 2021 that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting. We have not experienced any material impact to our internal controls over financial reporting despite
the fact that our employees are working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing the COVID-19 situation to
determine any potential impacts on the design and operating effectiveness of our internal controls over financial reporting.
Item 9B.
Other Information
None.
86
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 2021 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, 2021.
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), and directors. 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 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.
87
Item 15.
Exhibits, Financial Statement Schedules
(a) We have filed the following documents as part of this Annual Report on Form 10-K:
PART IV
1. Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
2. Financial Statement Schedules
Page
52
55
56
57
58
59
60
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 and the deferred tax asset valuation allowance are as follows (in thousands):
Allowance for doubtful accounts
Fiscal year 2019 (2)
Fiscal year 2020
Fiscal year 2021
Deferred tax asset valuation allowance
Fiscal year 2019
Fiscal year 2020
Fiscal year 2021
Balance at the
beginning of the
year
Charged to
expenses/against
revenue (1)
Write-offs
net of recoveries
Balance at the end
of the year
$
$
$
$
$
$
1,625 $
10,298 $
10,177 $
57,197 $
8,346 $
7,523 $
9,342 $
630 $
393 $
571 $
(784) $
387 $
(669) $
(751) $
(9,560) $
(49,422) $
(39) $
283 $
10,298
10,177
1,010
8,346
7,523
8,193
(1) Additions to the allowance for doubtful accounts and the valuation allowance are charged to expense. Additions to the allowance for sales returns are
charged against revenue.
(2) In fiscal year 2019, the Company adopted ASC 606 which requires allowance for sales returns to be classified as a liability. Accordingly, the balance as
of July 1, 2018 excludes an allowance for sales returns of $0.2 million.
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
Exhibit
Number
2.1
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.
88
Form
8-K
File Number
Exhibit
Filing Date
001-34628
2.1
November 8, 2010
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+
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.
10.15+
Annual Incentive Plan.
10.16
10.17
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.
89
S-1/A
S-1/A
S-1/A
S-1
S-1
S-1
S-1
S-8
S-8
S-8
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
333-163228
10.3
November 19, 2009
333-163228
10.4
November 19, 2009
333-165534
99.9
March 17, 2010
333-165534
99.10
March 17, 2010
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
S-1/A
10-Q
333-163228
001-34628
10.12
10.1
January 14, 2010
November 8, 2011
10-Q
001-34628
10.1
February 15, 2013
10.18
10.19+
10.20
10.21
10.23
10.24
10.26
10.27+
10.28+
10.29
10.30+
10.31
10.32
10.33+
10.34+
10.35
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.
Forms of Performance-Based Restricted Stock Unit (RSU) Grant
Notice and Agreement under 2010 Equity Incentive Plan (for non-
executive officer employees).
Counselor Agreement dated December 31, 2015 between the
Company and William Bradley.
Form of Change in Control Severance Agreement.
Forms of Restricted Stock Unit (RSU) Grant Notice and
Agreement under 2010 Equity Incentive Plan (for employees with
a Change in Control Severance Agreement).
Forms of Option Agreement and Option Grant Notice under 2010
Equity Incentive Plan (for employees with a Change in Control
Severance Agreement).
Amended Office Lease Metro Center, dated February 25, 2010
between the registrant and CA-Metro Center Limited Partnership
90
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-K
001-34628
10.30
August 19, 2015
10-Q
001-34628
10.1
February 9, 2016
10-Q
10-K
001-34628
001-34628
10.1
10.33
November 9, 2016
September 8, 2017
10-K
001-34628
10.34
September 8, 2017
10-K
001-34628
10.35
September 12, 2018
8-K
001-34628
2.1
October 5, 2018
10-Q
001-34628
10.36
November 9, 2018
10-Q
001-34628
10.37
November 9, 2018
10-Q
001-34628
10.38
November 9, 2018
10.36#
10.37+
10.38+
10.39+
23.1*
24.1*
31.1*
31.2*
Share Purchase Agreement between QuinStreet, Inc., AmOne
Corp., and Rod Romero dated October 1, 2018.
Forms of Performance-Based Restricted Stock Unit (RSU) Grant
Notice and Agreement under 2010 Equity Incentive Plan with
Revenue and Adjusted EBITDA Performance Metrics (for non-
executive officer employees).
Forms of Performance-Based Restricted Stock Unit (RSU) Grant
Notice and Agreement under 2010 Equity Incentive Plan with
Revenue and Adjusted EBITDA Performance Metrics (for
executive officer).
Forms of Performance-Based Restricted Stock Unit (RSU) Grant
Notice and Agreement under 2010 Equity Incentive Plan with
Revenue and Adjusted EBITDA Performance Metrics (for
employees with a Change in Control Severance Agreement).
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**
101.INS*
Section 1350 Certifications of Chief Executive Officer and Chief
Financial Officer.
Inline XBRL Instance Document - the instance document does not
appear in the interactive data file because its XBRL tags are
embedded within the inline XBRL document.
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase
Document
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase
Document
101. LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
101. PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase
Document
104*
Cover Page Interactive Data File (formatted as iXBRL and
contained in Exhibit 101).
* Filed herewith.
91
** Furnished herewith.
+ Indicates management contract or compensatory plan.
# The schedules to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. QuinStreet, Inc. will furnish copies of such schedules to
the SEC upon its request; provided, however, that QuinStreet, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for
any schedule so furnished.
Item 16.
Form 10-K Summary
None.
92
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 August 26, 2021.
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.
/s/ Douglas Valenti
Douglas Valenti
/s/ Gregory Wong
Gregory Wong
/s/ Anna Fieler
Anna Fieler
/s/ Matthew Glickman
Matthew Glickman
/s/ Stuart Huizinga
Stuart Huizinga
/s/ Robin Josephs
Robin Josephs
/s/ David Pauldine
David Pauldine
/s/ Andrew Sheehan
Andrew Sheehan
/s/ James Simons
James Simons
/s/ Hillary Smith
Hillary Smith
Signature
Title
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Director
Director
Director
Director
Director
Director
Director
Director
93
Date
August 26, 2021
August 26, 2021
August 26, 2021
August 26, 2021
August 26, 2021
August 26, 2021
August 26, 2021
August 26, 2021
August 26, 2021
August 26, 2021
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Exhibit 23.1
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-233532, 333-227296, 333-220397, 333-213220,
333-206472, 333-198714, 333-190735, 333-183517, 333-176272, 333-168322, 333-165534) of QuinStreet, Inc. of our report dated August 26, 2021
relating to the financial statements and financial statement schedules and the effectiveness of internal control over financial reporting, which appears in this
Form 10-K.
/s/ PricewaterhouseCoopers LLP
San Francisco, California
August 26, 2021
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: August 26, 2021
/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: August 26, 2021
/s/ Gregory Wong
Gregory Wong
Chief Financial Officer
(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: August 26, 2021
/s/ Douglas Valenti
Name: Douglas Valenti
Chairman and Chief Executive Officer
(Principal Executive Officer)
/s/ Gregory Wong
Name: Gregory Wong
Chief Financial Officer
(Principal Financial and Accounting Officer)