0000950170-24-123979 | 10-Q | XBRL Viewer

Acquisitions

3 Months Ended

Sep. 30, 2024

6. Acquisitions

BestCompany

On January 4, 2024, the Company acquired certain assets of BestCompany, a leading performance-based marketing company specializing in purchasing media traffic data from third party platforms and generating qualified inquiries from such data, to broaden the Company's customer and media relationships in the home services vertical. In exchange for certain assets of BestCompany, the Company paid $2.5 million in cash upon closing and will make $4.0 million in post-closing payments, payable in equal annual installments over two years, with the first installment payable twelve months following the date of closing. The purchase consideration also includes an incremental $1.0 million to BestCompany in the form of a two-year convertible promissory note.

The following table summarizes the consideration as of the acquisition date (in thousands):


	Estimated Fair Value
Cash	$	2,510
Post-closing payments, net of imputed interest of $325		3,696
Promissory note adjustment		158
Total	$	6,364

The Company evaluated the set of activities and assets acquired and concluded that it did not meet the definition of a business because the acquired set did not include a substantive process. Therefore, the acquisition was accounted for as an asset acquisition and the total purchase price was allocated to the acquired assets. The results of the acquired assets have been included in the Company's results of operations since the acquisition date. The Company measured assets acquired using a cost accumulation and allocation model under which cost of the acquisition is allocated to the assets acquired. 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 shared assets license was determined using the multi-period excess earnings income approach. The fair value of the customer relationships was determined using the distributor method. The fair value of the non-competition agreements was determined using the with and without method. The excess of the purchase price over the aggregate fair value of the identifiable intangible assets acquired was allocated to the individual assets acquired based on their relative fair values. No goodwill is recognized.

The following table summarizes the components and allocation of the purchase price, the fair values and estimated useful lives of the identifiable assets acquired as of the date of the acquisition (in thousands):


	Estimated Fair Value		Estimated Useful Life
Shared assets license	$	5,228	10 years
Client relationships		682	8 years
Non-competition agreements		454	3 years
Total	$	6,364

AquaVida

On March 1, 2024, the Company acquired certain assets of AquaVida, a performance-based marketing company specializing in media generation, to broaden the Company's access to large and meaningful media channels in all verticals. In exchange for the assets of AquaVida, the Company paid $2.0 million in cash upon closing and will make $4.0 million in post-closing payments, payable in equal annual installments over a four-year period, with the first installment payable twelve months following the date of closing. The purchase consideration also includes a contingent consideration based on future media margin results, payable for four years following the date of closing.

The following table summarizes the consideration of the acquisition date (in thousands):


	Estimated Fair Value
Cash	$	2,000
Post-closing payments, net of imputed interest of $535		3,465
Contingent consideration		2,100
Total	$	7,565

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 existing technology was determined using the multi-period excess earnings income approach. The fair value of the customer relationships was determined using the distributor approach. The fair value of content was determined using the replacement cost method. The fair value of the non-competition agreement was determined using with and without method. 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 components and preliminary allocation of the purchase price, the fair values and estimated useful lives of the identifiable assets acquired as of the date of the acquisition (in thousands):


	Estimated Fair Value		Estimated Useful Life
Existing technology	$	1,900	5 years
Client relationships		1,200	8 years
Content		50	1 year
Non-competition agreement		500	4 years
Goodwill		3,915	Indefinite
Total	$	7,565

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 from the acquisition date. The final purchase price allocation, which may include changes in the allocations within intangible assets and between intangible assets and goodwill, as well as changes in the estimated useful lives of the intangible assets, will be determined when the Company has completed the detailed review of underlying inputs and assumptions used in its preliminary purchase price allocation.

The results of these acquisitions have been included in the Company’s results of operations since their respective acquisition dates, which were not considered material to the Company.

Net Loss per Share (Tables)

3 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Calculation of Basic and Diluted Net Loss per Share

The following table presents the calculation of basic and diluted net loss per share:


	Three Months Ended
	September 30,
	2024			2023
	(In thousands, except per share data)
Numerator:
Net loss	$	(1,366	)	$	(10,565	)
Denominator:
Weighted-average shares of common stock used in computing basic net loss per share		55,823			54,470
Weighted average effect of dilutive securities		—			—
Weighted average shares of common stock used in computing diluted net loss per share		55,823			54,470

Net loss per share, basic and diluted (1)	$	(0.02	)	$	(0.19	)

Securities excluded from weighted-average shares used in computing diluted net loss per share because the effect would have been anti-dilutive (2)		5,103			4,494

(1)

Diluted net loss per share does not reflect any potential common stock relating to stock options, restricted stock units, or shares issuable related to the ESPP due to net losses incurred during the three months ended September 30, 2024 and 2023. The assumed issuance of any additional shares would be anti-dilutive.

(2)

These weighted shares relate to anti-dilutive stock options, restricted stock units, and shares issuable related to the ESPP as calculated using the treasury stock method and could be dilutive in the future.

Segment Information - Net Revenue and Long-Lived Assets by Geographic Area (Detail) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2024
Net revenue:
Total net revenue	$ 279,219	$ 123,923
Property and equipment, net:
Total property and equipment, net	18,913		$ 19,858
Other intangible assets, net:
Total other intangible assets, net	35,526		38,008
United States [Member]
Net revenue:
Total net revenue	276,766	122,373
Property and equipment, net:
Total property and equipment, net	18,651		19,643
Other intangible assets, net:
Total other intangible assets, net	35,526		38,008
International [Member]
Net revenue:
Total net revenue	2,453	$ 1,550
Property and equipment, net:
Total property and equipment, net	262		215
Other intangible assets, net:
Total other intangible assets, net	$ 0		$ 0

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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+ Details

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Common Stock [Member]	Treasury Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Other Comprehensive Loss [Member]	Accumulated Deficit [Member]
Beginning Balance at Jun. 30, 2023	$ 229,801	$ 54		$ 329,093	$ (266)	$ (99,080)
Beginning Balance, Shares at Jun. 30, 2023		54,192,928
Issuance of common stock upon exercise of stock options	416			416
Issuance of common stock upon exercise of stock options, Shares		114,486
Release of restricted stock, net of share settlement		$ 1		(1)
Release of restricted stock, net of share settlement, Shares		378,222
Issuance of common stock under the employee stock purchase plan	1,164			1,164
Issuance of common stock under the employee stock purchase plan, Shares		140,761
Stock-based compensation expense	5,288			5,288
Withholding taxes related to release of restricted stock, net of share settlement	(2,188)			(2,188)
Repurchase of common stock	(1,578)		$ (1,578)
Repurchase of common stock, Shares			(177,511)
Retirement of treasury stock			$ 1,578	(1,578)
Retirement of treasury stock, Shares		(177,511)	177,511
Net loss	(10,565)					(10,565)
Other comprehensive loss	(2)				(2)
Ending Balance at Sep. 30, 2023	222,336	$ 55		332,194	(268)	(109,645)
Ending Balance, Shares at Sep. 30, 2023		54,648,886
Beginning Balance at Jun. 30, 2024	$ 216,825	$ 55		347,449	(268)	(130,411)
Beginning Balance, Shares at Jun. 30, 2024	55,473,439	55,473,439
Issuance of common stock upon exercise of stock options	$ 164			164
Issuance of common stock upon exercise of stock options, Shares		40,350
Release of restricted stock, net of share settlement		$ 1		(1)
Release of restricted stock, net of share settlement, Shares		471,626
Issuance of common stock under the employee stock purchase plan	1,198			1,198
Issuance of common stock under the employee stock purchase plan, Shares		142,188
Stock-based compensation expense	8,421			8,421
Withholding taxes related to release of restricted stock, net of share settlement	(5,424)			(5,424)
Net loss	(1,366)					(1,366)
Ending Balance at Sep. 30, 2024	$ 219,818	$ 56		$ 351,807	$ (268)	$ (131,777)
Ending Balance, Shares at Sep. 30, 2024	56,127,603	56,127,603

Segment Information

3 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Segment Information

12. Segment Information

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker, its chief executive officer, reviews financial information presented on a consolidated basis and no expense or operating income is evaluated at a segment level. Given the consolidated level of review by the Company’s chief executive officer, the Company operates as one reportable segment.

The following tables set forth net revenue and long-lived assets by geographic area (in thousands):


	Three Months Ended
	September 30,
	2024		2023
Net revenue:
United States	$	276,766	$	122,373
International		2,453		1,550
Total net revenue	$	279,219	$	123,923


	September 30,		June 30,
	2024		2024
Property and equipment, net:
United States	$	18,651	$	19,643
International		262		215
Total property and equipment, net	$	18,913	$	19,858


	September 30,		June 30,
	2024		2024
Other intangible assets, net:
United States	$	35,526	$	38,008
International		—		—
Total other intangible assets, net	$	35,526	$	38,008

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Fair Value Measurements - Schedule of Fair Value of Financial Instruments Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024
Liabilities:
Total Liabilities	$ 21,195	$ 20,609
Cash and cash equivalents	405	2,215
Other Liabilities:
Other Liabilities	21,195	20,609
Current [Member]
Other Liabilities:
Other Liabilities	10,865	9,372
Non Current [Member]
Other Liabilities:
Other Liabilities	10,330	11,237
Post-closing payments related to acquisitions [Member]
Liabilities:
Total Liabilities	12,795	18,143
Contingent consideration related to acquisitions [Member]
Liabilities:
Total Liabilities	8,400	2,466
Money market funds [Member]
Assets:
Total Assets	405	2,215
Level 1 [Member]
Liabilities:
Total Liabilities	0	0
Level 1 [Member] \| Post-closing payments related to acquisitions [Member]
Liabilities:
Total Liabilities	0	0
Level 1 [Member] \| Contingent consideration related to acquisitions [Member]
Liabilities:
Total Liabilities	0	0
Level 1 [Member] \| Money market funds [Member]
Assets:
Total Assets	405	2,215
Level 2 [Member]
Liabilities:
Total Liabilities	12,795	18,143
Level 2 [Member] \| Post-closing payments related to acquisitions [Member]
Liabilities:
Total Liabilities	12,795	18,143
Level 2 [Member] \| Contingent consideration related to acquisitions [Member]
Liabilities:
Total Liabilities	0	0
Level 2 [Member] \| Money market funds [Member]
Assets:
Total Assets	0	0
Level 3 [Member]
Liabilities:
Total Liabilities	8,400	2,466
Level 3 [Member] \| Post-closing payments related to acquisitions [Member]
Liabilities:
Total Liabilities	0	0
Level 3 [Member] \| Contingent consideration related to acquisitions [Member]
Liabilities:
Total Liabilities	8,400	2,466
Level 3 [Member] \| Money market funds [Member]
Assets:
Total Assets	$ 0	$ 0

Leases

3 Months Ended

Sep. 30, 2024

Leases [Abstract]

Leases

9. Leases

The Company has operating leases primarily for its office facilities. The leases expire at various dates through fiscal year 2030, some of which include options to renew, with renewal terms of up to 5 years.

The components of lease expense were as follows (in thousands):


	Three Months Ended
	September 30,
	2024		2023
Operating lease expense	$	1,011	$	1,450
Short-term lease expense		301		176
Variable lease expense (1)		64		210
Total lease expense	$	1,376	$	1,836

(1)

Variable lease expense is primarily composed of common area maintenance charges.

Supplemental information related to operating leases was as follows (in thousands, except lease term and discount rate):


	Three Months Ended
	September 30,
	2024			2023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows used for operating leases	$	880		$	1,464

Lease liabilities arising from obtaining right-of-use assets
Operating leases	$	—		$	3,519

Weighted average remaining lease term - operating leases	4.1 years			3.7 years
Weighted average discount rate - operating leases		6.4	%		6.4	%

Maturities of operating lease liabilities as of September 30, 2024 were as follows (in thousands):


Fiscal Year Ending June 30,	Amount
2025 (remaining nine months)	$	2,475
2026		2,689
2027		2,701
2028		2,728
2029		1,457
Thereafter		209
Total minimum lease payments	$	12,259
Less imputed interest		(2,422	)
Present value of net minimum lease payments	$	9,837
Operating lease liabilities:
Current (included in Accrued Liabilities)	$	2,811
Noncurrent		7,026
Total	$	9,837

As of September 30, 2024, the Company had additional undiscounted future minimum payments of $1.6 million relating to operating lease for office spaces that had been signed but had not yet commenced. This operating lease will commence during the third quarter of fiscal year 2025 and will have a lease term of approximately 6 years.

Goodwill and Intangible Assets, Net - Additional Information (Detail) - USD ($)	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2024
Goodwill And Intangible Assets Disclosure [Abstract]
Goodwill	$ 125,056,000		$ 125,056,000
Goodwill impairment	0
Amortization of intangible assets	$ 2,500,000	$ 2,600,000

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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+ Details

Fair Value Measurements

3 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

5. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the reporting date. The Company estimates and categorizes the fair value of its financial instruments by applying the following hierarchy:

Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to directly access.

Level 2 — Valuations based on quoted prices for similar assets or liabilities; valuations for interest-bearing securities based on non-daily quoted prices in active markets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

Level 3 — Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The 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.

The following table presents the fair value of the Company’s financial instruments (in thousands):


	September 30, 2024								June 30, 2024
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	405	$	—	$	—	$	405	$	2,215	$	—	$	—	$	2,215
Liabilities:
Post-closing payments related to acquisitions	$	—	$	12,795	$	—	$	12,795	$	—	$	18,143	$	—	$	18,143
Contingent consideration related to acquisitions		—		—		8,400		8,400		—		—		2,466		2,466
Total	$	—	$	12,795	$	8,400	$	21,195	$	—	$	18,143	$	2,466	$	20,609

Reported as:
Cash and cash equivalents							$	405							$	2,215
Other Liabilities:
Current							$	10,865							$	9,372
Noncurrent								10,330								11,237
Total							$	21,195							$	20,609

There were no transfers between Level 1, Level 2, and Level 3 during the periods presented.

Cash Equivalents

All highly liquid investments with maturities of three months or less at the date of purchase are classified as cash equivalents on the Company’s condensed consolidated balance sheets. The valuation technique used to measure the fair value of money market funds included using quoted prices in active markets for identical assets and are classified as Level 1 within the fair value hierarchy.

Post-Closing Payments Related to Acquisitions

The post-closing payments are future payments related to the acquisition of BestCompany.com, LLC (“BestCompany”) and Aqua Vida, LLC (“AquaVida”) in fiscal year 2024, and Modernize, Inc. (“Modernize”) in fiscal year 2021. 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 acquisition of AquaVida and CloudControlMedia, LLC (“CCM”). The AquaVida contingent consideration is based upon a percentage of margin achieved and is uncapped. 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. The change in contingent consideration liability from the acquisition date to the final amount paid will be recognized in earnings at each reporting date. The Company recorded an increase of $6.3 million to the fair value of the contingent consideration of AquaVida, from $2.1 million at the acquisition date to $8.4 million at September 30, 2024, which is included in general and administrative expenses on the Company’s condensed consolidated statements of operations and comprehensive loss.

The following table represents the changes in the contingent consideration during the three months ended September 30, 2024 (in thousands):


	Three Months Ended
	September 30,
	2024
Balance at the beginning of period	$	2,466
Changes in fair value during the period		6,194
Payments made during the period		(260	)
Balance at the end of period	$	8,400

Segment Information - Additional Information (Detail)	3 Months Ended
Segment Information - Additional Information (Detail)	Sep. 30, 2024 Segment
Segment Reporting [Abstract]
Number of reportable segments	1

Segment Information (Tables)

3 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Net Revenue and Long-Lived Assets by Geographic Area

The following tables set forth net revenue and long-lived assets by geographic area (in thousands):


	Three Months Ended
	September 30,
	2024		2023
Net revenue:
United States	$	276,766	$	122,373
International		2,453		1,550
Total net revenue	$	279,219	$	123,923


	September 30,		June 30,
	2024		2024
Property and equipment, net:
United States	$	18,651	$	19,643
International		262		215
Total property and equipment, net	$	18,913	$	19,858


	September 30,		June 30,
	2024		2024
Other intangible assets, net:
United States	$	35,526	$	38,008
International		—		—
Total other intangible assets, net	$	35,526	$	38,008

Goodwill and Intangible Assets, Net (Tables)

3 Months Ended

Sep. 30, 2024

Goodwill And Intangible Assets Disclosure [Abstract]

Intangible Assets

Intangible assets, net, consisted of the following (in thousands):


	September 30, 2024							June 30, 2024
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
Customer/publisher/advertiser relationships	$	93,511	$	(70,716	)	$	22,795	$	93,511	$	(68,770	)	$	24,741
Content		43,106		(43,082	)		24		43,106		(43,068	)		38
Website/trade/domain names		25,422		(20,189	)		5,233		25,422		(20,051	)		5,371
Acquired technology and others		43,014		(35,540	)		7,474		43,014		(35,156	)		7,858
Total	$	205,053	$	(169,527	)	$	35,526	$	205,053	$	(167,045	)	$	38,008

Amortization Expense

Future amortization expense for the Company’s intangible assets as of September 30, 2024 was as follows (in thousands):


Fiscal Year Ending June 30,	Amortization
2025 (remaining nine months)	$	7,051
2026		6,887
2027		5,864
2028		5,281
2029		4,234
Thereafter		6,209
Total	$	35,526

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
(Benefit from) provision for income taxes	$ (49)	$ 750

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 4: http://www.xbrl.org/2003/role/exampleRef
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-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

Fair Value Measurements - Additional Information (Detail) - USD ($)	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2024	Mar. 01, 2024
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Fair value, assets, level 1 to level 2 transfers, amount	$ 0		$ 0
Fair value, assets, level 2 to level 1 transfers, amount	0		0
Fair value, liabilities, level 1 to level 2 transfers, amount	0		0
Fair value, liabilities, level 2 to level 1 transfers, amount	0		0
Fair value liabilities level 3 to level 1 transfers, amount	0		0
Fair value assets level 3 to level 1 transfers, amount	0		$ 0
Change in the fair value of contingent consideration	6,194,000	$ 0
AquaVida
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Contingent consideration	8,400,000			$ 2,100,000
Change in the fair value of contingent consideration	$ 6,300,000

Goodwill and Intangible Assets, Net - Intangible Assets (Detail) - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 205,053	$ 205,053
Accumulated Amortization	(169,527)	(167,045)
Net Carrying Amount	35,526	38,008
Customer/publisher/advertiser relationships [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	93,511	93,511
Accumulated Amortization	(70,716)	(68,770)
Net Carrying Amount	22,795	24,741
Content [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	43,106	43,106
Accumulated Amortization	(43,082)	(43,068)
Net Carrying Amount	24	38
Website/trade/domain names [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	25,422	25,422
Accumulated Amortization	(20,189)	(20,051)
Net Carrying Amount	5,233	5,371
Acquired technology and others [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	43,014	43,014
Accumulated Amortization	(35,540)	(35,156)
Net Carrying Amount	$ 7,474	$ 7,858

Leases (Tables)

3 Months Ended

Sep. 30, 2024

Leases [Abstract]

Components of Lease Expense

The components of lease expense were as follows (in thousands):


	Three Months Ended
	September 30,
	2024		2023
Operating lease expense	$	1,011	$	1,450
Short-term lease expense		301		176
Variable lease expense (1)		64		210
Total lease expense	$	1,376	$	1,836

(1)

Variable lease expense is primarily composed of common area maintenance charges.

Supplemental Information Related to Operating Leases

Supplemental information related to operating leases was as follows (in thousands, except lease term and discount rate):


	Three Months Ended
	September 30,
	2024			2023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows used for operating leases	$	880		$	1,464

Lease liabilities arising from obtaining right-of-use assets
Operating leases	$	—		$	3,519

Weighted average remaining lease term - operating leases	4.1 years			3.7 years
Weighted average discount rate - operating leases		6.4	%		6.4	%

Maturities of Operating Lease Liabilities

Maturities of operating lease liabilities as of September 30, 2024 were as follows (in thousands):


Fiscal Year Ending June 30,	Amount
2025 (remaining nine months)	$	2,475
2026		2,689
2027		2,701
2028		2,728
2029		1,457
Thereafter		209
Total minimum lease payments	$	12,259
Less imputed interest		(2,422	)
Present value of net minimum lease payments	$	9,837
Operating lease liabilities:
Current (included in Accrued Liabilities)	$	2,811
Noncurrent		7,026
Total	$	9,837

Revenue

3 Months Ended

Sep. 30, 2024

Revenue From Contract With Customer [Abstract]

Revenue

3. Revenue

Disaggregation of Revenue

The following table presents the Company’s net revenue disaggregated by vertical (in thousands):


	Three Months Ended
	September 30,
	2024		2023
Net revenue:
Financial Services	$	210,891	$	72,125
Home Services		65,075		49,394
Other Revenue		3,253		2,404
Total net revenue	$	279,219	$	123,923

Contract Balances

The contract liabilities representing client deposits from the Company’s contracts with its clients were $1.4 million and $1.3 million as of September 30, 2024 and June 30, 2024.

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 the three months ended September 30, 2024 was related to advance consideration received from clients of $60.1 million, offset by revenue recognized of $60.1 million.

Accounts Receivable and Allowances

The allowance for credit losses on accounts receivable was $1.4 million and $0.8 million as of September 30, 2024 and June 30, 2024. The revenue reserve was $1.2 million and $1.3 million as of September 30, 2024 and June 30, 2024. The total allowance for credit losses and revenue reserve was $2.6 million and $2.1 million as of September 30, 2024 and June 30, 2024.

Concentrations of Credit Risk

The Company had two clients that accounted for 20% and 14% of net revenue for the three months ended September 30, 2024 and no clients that accounted for more than 10% of net revenue for the three months ended September 30, 2023. The same clients accounted for 22% and 16% of accounts receivable as of September 30, 2024, and 13% and 11% of accounts receivable as of June 30, 2024.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/606/tableOfContent

+ Details

Revenue - Schedule of Disaggregation of Net Revenue (Detail) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Disaggregation Of Revenue [Line Items]
Net revenue	$ 279,219	$ 123,923
Financial Services [Member]
Disaggregation Of Revenue [Line Items]
Net revenue	210,891	72,125
Home Services [Member]
Disaggregation Of Revenue [Line Items]
Net revenue	65,075	49,394
Other Revenue [Member]
Disaggregation Of Revenue [Line Items]
Net revenue	$ 3,253	$ 2,404

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

+ References

+ Details

Leases - Maturities of Operating Lease Liabilities (Detail) - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024
Lease Cost [Abstract]
2025 (remaining nine months)	$ 2,475
2026	2,689
2027	2,701
2028	2,728
2029	1,457
Thereafter	209
Total minimum lease payments	12,259
Less imputed interest	(2,422)
Present value of net minimum lease payments	9,837
Operating lease liabilities:
Current (included in Accrued Liabilities)	$ 2,811
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other liabilities
Noncurrent	$ 7,026	$ 7,879
Total	$ 9,837

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.
Unaudited Interim Financial Information	Unaudited Interim Financial Information The accompanying condensed consolidated financial statements and the notes to the condensed consolidated financial statements as of September 30, 2024 and for the three months ended September 30, 2024 and 2023 are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024, as filed with the SEC on August 21, 2024. The condensed consolidated balance sheet at June 30, 2024 included herein was derived from the audited financial statements as of that date, but does not include all disclosures, including notes, required by GAAP. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary for the fair presentation of the Company’s condensed consolidated balance sheet at September 30, 2024, its condensed consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for the three months ended September 30, 2024 and 2023. The results of operations for the three months ended September 30, 2024 are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 2025, or any other future period.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of commitments and contingencies at the date of the financial statements and reported amounts of revenue and expenses during the period. On an ongoing basis, management evaluates these estimates, judgments and assumptions, including those related to revenue recognition, stock-based compensation, goodwill, long-lived assets, contingencies, credit losses of accounts receivable, and income taxes. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. In addition, the Company may engage third-party valuation specialists to assist with the preparation of certain of its valuations. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenue and expenses that are not readily apparent from other sources. Actual results could differ from those estimates, and such differences could affect the results of operations reported in future periods.
Prior Period Reclassifications	Prior Period Reclassifications Certain immaterial prior periods amounts have been reclassified to conform with current period presentation.
Accounting Policies	Accounting Policies The significant accounting policies are described in Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024. There have been no material changes to our significant accounting policies as of and for the three months ended September 30, 2024.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In November 2023, the Financial Standards Accounting Board (FASB) issued Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07) which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal periods beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. The Company is currently evaluating the impact of this ASU on its financial statement disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topics 740): Improvements to Income Tax Disclosures (ASU 2023-09) to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its financial statement disclosures. ASU’s not included in the Company's disclosures were assessed and determined to be not applicable and material to the Company’s condensed consolidated financial statements or disclosures.
Net Income (Loss) per Share	Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by using the weighted-average number of shares of common stock outstanding, including potential dilutive shares of common stock assuming the dilutive effect of outstanding stock options, unvested restricted stock units, and shares issuable related to the employee stock purchase plan (“ESPP”) using the treasury stock method.
Segment Information	Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker, its chief executive officer, reviews financial information presented on a consolidated basis and no expense or operating income is evaluated at a segment level. Given the consolidated level of review by the Company’s chief executive officer, the Company operates as one reportable segment.

- Definition

Disclosure of accounting policy for segment reporting.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 47
-Subparagraph (bb)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-47

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 29
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-29

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 54
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-54

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 36
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-36

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 47
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-47

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 29
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-29

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 29
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-29

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 29
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-29

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 29
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-29

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 29
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-29

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 29
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-29

+ Details

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024
Statement of Financial Position [Abstract]
Accounts receivable, net of allowances and reserves	$ 2,569	$ 2,106
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	56,127,603	55,473,439
Common stock, shares outstanding	56,127,603	55,473,439

Stockholders' Equity and Stock Benefit Plans - Summary of Stock-based Compensation Expense (Detail) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 8,407	$ 5,275
Stock Options [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	64	78
Restricted Stock Units [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	8,003	4,827
Employee Stock Purchase Plan [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 340	$ 370

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)
shares in Thousands, $ in Thousands

3 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Income Statement [Abstract]

Net revenue

$ 279,219

$ 123,923

Cost of revenue

^[1]

250,814

116,274

Gross profit

28,405

7,649

Operating expenses:

Product development

^[1]

8,620

7,637

Sales and marketing

^[1]

4,144

3,124

General and administrative

^[1]

16,848

6,787

Operating loss

(1,207)

(9,899)

Interest income

166

Interest expense

(124)

(111)

Other (expense) income

(98)

Loss before income taxes

(1,415)

(9,815)

Benefit from (provision for) income taxes

(750)

Net loss

(1,366)

(10,565)

Comprehensive loss:

Net loss

(1,366)

(10,565)

Other comprehensive loss:

Foreign currency translation adjustment

(2)

Comprehensive loss

$ (1,366)

$ (10,567)

Net loss per share, basic

^[2]

$ (0.02)

$ (0.19)

Net loss per share, diluted

^[2]

$ (0.02)

$ (0.19)

Weighted-average shares used in computing net loss per share, basic

55,823

54,470

Weighted-average shares used in computing net loss per share, diluted

55,823

54,470

[1]

Cost of revenue and operating expenses include stock-based compensation expense as follows:


Cost of revenue	$	2,875	$	2,052
Product development		1,046		773
Sales and marketing		1,095		640
General and administrative		3,391		1,810

[2]

Leases - Supplemental Information Related to Operating Leases (Detail) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows used for operating leases	$ 880	$ 1,464
Lease liabilities arising from obtaining right-of-use assets
Operating leases	$ 0	$ 3,519
Weighted average remaining lease term - operating leases	4 years 1 month 6 days	3 years 8 months 12 days
Weighted average discount rate - operating leases	6.40%	6.40%

Revenue - Additional Information (Detail) $ in Thousands	3 Months Ended		12 Months Ended
Revenue - Additional Information (Detail) $ in Thousands	Sep. 30, 2024 USD ($) Client	Sep. 30, 2023 Client	Jun. 30, 2024 USD ($)
Disaggregation Of Revenue [Line Items]
Contract liabilities	$ 1,400		$ 1,300
Revenue recognized	60,100
Change in amount of advance consideration received from customers	60,100
Allowance for credit losses on accounts receivable	1,400		800
Revenue reserve	1,200		1,300
Allowance for credit losses and revenue reserve	$ 2,569		$ 2,106
Number of clients accounted for more than 10% of net revenue \| Client	2	0
Net revenue [Member] \| Customer Concentration Risk [Member] \| Client One [Member]
Disaggregation Of Revenue [Line Items]
Concentration risk percentage accounted by major clients	20.00%
Net revenue [Member] \| Customer Concentration Risk [Member] \| Client Two [Member]
Disaggregation Of Revenue [Line Items]
Concentration risk percentage accounted by major clients	14.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Client One [Member]
Disaggregation Of Revenue [Line Items]
Concentration risk percentage accounted by major clients	22.00%		13.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Client Two [Member]
Disaggregation Of Revenue [Line Items]
Concentration risk percentage accounted by major clients	16.00%		11.00%

Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands	Mar. 01, 2024	Jan. 04, 2024
Best Company
Business Acquisition [Line Items]
Closing date of acquisition		Jan. 04, 2024
Cash paid upon closing		$ 2,510
Business Combination, post-closing payments		$ 4,000
Business combination, deferred consideration payment period		2 years
Business combination, deferred consideration payment description		post-closing payments, payable in equal annual installments over two years, with the first installment payable twelve months following the date of closing.
Business combination, incremental convertible promissory note		$ 1,000
AquaVida
Business Acquisition [Line Items]
Closing date of acquisition	Mar. 01, 2024
Cash paid upon closing	$ 2,000
Business Combination, post-closing payments	$ 4,000
Business combination, deferred consideration payment period	4 years
Business combination, deferred consideration payment description	post-closing payments, payable in equal annual installments over a four-year period, with the first installment payable twelve months following the date of closing

Stockholders' Equity and Stock Benefit Plans - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Sep. 30, 2024	Apr. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options outstanding	189,916
2010 Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for issuance	23,125,612
Shares available for issuance	7,194,368
Directors' Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for issuance	4,598,838
Shares available for issuance	1,920,169
2021 ESPP [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock reserved for issuance	2,164,999
Shares available for issuance	1,426,771
Shares of common stock purchased	142,188
Weighted-average price of shares purchased	$ 8.42
Employee payroll contributions accrued	$ 0.8
Purchase period end date	Feb. 24, 2025
April 2022 Stock Repurchase Program [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock repurchase program outstanding shares of common stock authorized to repurchase		$ 40.0
Repurchase of common stock	0
Stock repurchase program, amount remained available for stock repurchase	$ 16.8

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Sep. 30, 2024	Nov. 04, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q1
Trading Symbol	QNST
Entity Registrant Name	QuinStreet, Inc.
Entity Central Index Key	0001117297
Current Fiscal Year End Date	--06-30
Entity Shell Company	false
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity File Number	001-34628
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		56,262,970
Entity Tax Identification Number	77-0512121
Entity Address, Address Line One	950 Tower Lane
Entity Address, Address Line Two	12th Floor
Entity Address, City or Town	Foster City
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94404
City Area Code	650
Local Phone Number	578-7700
Entity Interactive Data Current	Yes
Document Quarterly Report	true
Document Transition Report	false
Entity Incorporation, State or Country Code	DE
Security Exchange Name	NASDAQ
Title of 12(b) Security	Common Stock, par value $0.001 per share

Stockholders' Equity and Stock Benefit Plans

3 Months Ended

Sep. 30, 2024

Equity [Abstract]

Stockholders' Equity and Stock Benefit Plans

11. Stockholders’ Equity and Stock Benefit Plans

Stock Repurchases

In April 2022, the Board of Directors authorized a stock repurchase program allowing the repurchase of up to $40.0 million of the Company's common stock. There was no stock repurchase activity during the three months ended September 30, 2024. As of September 30, 2024, approximately $16.8 million remained available for stock repurchases pursuant to the board authorization.

Repurchase of shares of common stock are recorded as treasury stock and are accounted for under the cost method. The Company’s accounting policy upon the retirement of treasury stock is to deduct its par value from common stock and reduce additional paid-in capital by the amount recorded in additional paid-in capital when the stock was originally issued.

Stock Incentive Plans

The Company may grant nonstatutory stock options (“NQSOs”), restricted stock, service-based restricted stock units (“Service-based RSUs”), stock appreciation rights, performance-based stock awards (“Performance-based RSUs”), and other forms of equity compensation, as well as performance cash awards, under its 2010 Equity Incentive Plan (the “2010 Incentive Plan”). The Company may grant NQSOs and RSUs to non-employee directors under the 2010 Non-Employee Directors’ Stock Award Plan (the “Directors’ Plan”).

As of September 30, 2024, 23,125,612 shares were reserved and 7,194,368 shares were available for issuance under the 2010 Incentive Plan; 4,598,838 shares were reserved and 1,920,169 shares were available for issuance under the Directors’ Plan.

Stock-based Compensation Expense

The following table summarizes the components of stock-based compensation by grant type:


	Three Months Ended
	September 30,
	2024		2023
Stock options	$	64	$	78
Restricted stock units		8,003		4,827
Employee stock purchase plan		340		370
Total stock-based compensation expense	$	8,407	$	5,275

Stock Award Activities

Stock Options

The Company estimates the fair value of stock options at the date of grant using the Black-Scholes option-pricing model. Options are granted with an exercise price equal to the closing price of the Company’s common stock on the date of grant. The outstanding stock options as of September 30, 2024 totaled 189,916 shares.

Service-Based RSU

The Company estimates the fair value of service-based RSUs based on the closing price of the Company’s common stock on the grant date. The following table summarizes the service-based RSU activity under the plans:


	Shares			Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Life (In years)		Aggregate Intrinsic Value (In thousands)
Outstanding at June 30, 2024		3,421,867		$	10.59		1.26	$	56,769
Granted		1,472,699
Vested		(572,821	)
Forfeited		(45,504	)
Outstanding at September 30, 2024		4,276,241		$	13.39		1.59	$	81,806

Performance-Based RSU

Performance-based RSUs 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. The Company estimates the fair value of performance-based RSUs based on the closing price of the Company’s common stock on the grant date. As some of the components that comprise the performance targets have not been fully established, a grant date as defined by ASC 718 has not been determined. The Company will re-measure the compensation expense associated with the performance-based RSUs at each reporting date based on the closing price of the Company’s common stock at each reporting date until the grant date has been established.

The following table summarizes the performance-based RSU activity under the plans:


	Shares			Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Life (In years)		Aggregate Intrinsic Value (In thousands)
Outstanding at June 30, 2024		1,016,685		$	14.24		1.12	$	16,867
Granted		805,850			19.13
Vested		(216,194	)		17.60
Forfeited		(31,253	)		9.59
Outstanding at September 30, 2024		1,575,088		$	17.19		1.64	$	30,132

Employee Stock Purchase Plan

In October 2021, the Company adopted the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), with 2,164,999 shares of common stock reserved for future issuance under the plan. During the three months ended September 30, 2024, 142,188 shares of common stock were purchased under the 2021 ESPP at a weighted-average price of $8.42. As of September 30, 2024, 1,426,771 shares were available for issuance under the 2021 ESPP. The fair value of the purchase rights for the ESPP are estimated on the date of grant using the Black-Scholes model.

ESPP employee payroll contributions accrued as of September 30, 2024 included within accrued liabilities on the Company’s condensed consolidated balance sheet was $0.8 million, and will be used to purchase shares at the ESPP purchase period ending on February 24, 2025.

Goodwill and Intangible Assets, Net

3 Months Ended

Sep. 30, 2024

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets, Net

7. Goodwill and Intangible Assets, Net

Goodwill

As of September 30, 2024 and June 30, 2024, the Company had goodwill of $125.1 million. There were no impairments to goodwill during the three months ended September 30, 2024.

Intangible Assets, Net

Intangible assets, net, consisted of the following (in thousands):


	September 30, 2024							June 30, 2024
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
	Amount		Amortization			Amount		Amount		Amortization			Amount
Customer/publisher/advertiser relationships	$	93,511	$	(70,716	)	$	22,795	$	93,511	$	(68,770	)	$	24,741
Content		43,106		(43,082	)		24		43,106		(43,068	)		38
Website/trade/domain names		25,422		(20,189	)		5,233		25,422		(20,051	)		5,371
Acquired technology and others		43,014		(35,540	)		7,474		43,014		(35,156	)		7,858
Total	$	205,053	$	(169,527	)	$	35,526	$	205,053	$	(167,045	)	$	38,008

Amortization of intangible assets was $2.5 million and $2.6 million for the three months ended September 30, 2024 and 2023.

Future amortization expense for the Company’s intangible assets as of September 30, 2024 was as follows (in thousands):


Fiscal Year Ending June 30,	Amortization
2025 (remaining nine months)	$	7,051
2026		6,887
2027		5,864
2028		5,281
2029		4,234
Thereafter		6,209
Total	$	35,526

Revenue (Tables)

3 Months Ended

Sep. 30, 2024

Revenue From Contract With Customer [Abstract]

Schedule of Disaggregation of Net Revenue

The following table presents the Company’s net revenue disaggregated by vertical (in thousands):


	Three Months Ended
	September 30,
	2024		2023
Net revenue:
Financial Services	$	210,891	$	72,125
Home Services		65,075		49,394
Other Revenue		3,253		2,404
Total net revenue	$	279,219	$	123,923

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash Flows from Operating Activities
Net loss	$ (1,366)	$ (10,565)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	8,407	5,275
Depreciation and amortization	6,441	5,338
Change in the fair value of contingent consideration	6,194	0
Provision for sales returns and doubtful accounts receivable	1,476	223
Non-cash lease expense	(31)	(253)
Deferred income taxes	(98)	544
Other adjustments, net	(352)	(328)
Changes in assets and liabilities:
Accounts receivable	(63,594)	(159)
Prepaid expenses and other assets	(757)	1,089
Accounts payable	12,343	(3,603)
Accrued liabilities	17,631	(2,534)
Net cash used in operating activities	(13,706)	(4,973)
Cash Flows from Investing Activities
Capital expenditures	(437)	(1,624)
Internal software development costs	(2,169)	(3,470)
Net cash used in investing activities	(2,606)	(5,094)
Cash Flows from Financing Activities
Proceeds from exercise of stock options and issuance of common stock under employee stock purchase plan	1,362	1,579
Payment of withholding taxes related to release of restricted stock, net of share settlement	(5,424)	(2,187)
Post-closing payments and contingent consideration related to acquisitions	(5,144)	(5,277)
Repurchase of common stock	0	(1,426)
Net cash used in financing activities	(9,206)	(7,311)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	12	6
Net decrease in cash, cash equivalents and restricted cash	(25,506)	(17,372)
Cash, cash equivalents and restricted cash at beginning of period	50,503	73,692
Cash, cash equivalents and restricted cash at end of period	24,997	56,320
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets
Cash and cash equivalents	24,982	56,305
Restricted cash included in other assets, noncurrent	$ 15	$ 15
Restricted Cash, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other assets, noncurrent	Other assets, noncurrent
Total cash, cash equivalents and restricted cash	$ 24,997	$ 56,320
Supplemental Disclosure of Cash Flow Information
Cash paid for income taxes	84	84
Supplemental Disclosure of Non-cash Investing and Financing Activities
Purchases of property and equipment included in accrued liabilities	1,267	1,660
Retirement of treasury stock (See Note 11)	$ 0	$ (1,578)

Commitments and Contingencies - Additional Information (Detail) - USD ($)	3 Months Ended
	Sep. 30, 2024	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Estimated fair value of indemnification agreements	$ 0	$ 0
Estimated fair value of indemnity provisions	0	$ 0
Letter of credit agreement with a financial institution that is used as collateral for the Company's corporate headquarters' operating lease	$ 300,000
Letter of credit automatically renews annually without amendment on the annual expiration date	30 days

Leases - Additional Information (Detail) $ in Millions	Sep. 30, 2024 USD ($)
Lessee, Lease, Description [Line Items]
Lessee, operating lease, renewal term	5 years
Undiscounted future minimum payments	$ 1.6
Operating leases, not yet commenced, term	6 years

Fair Value Measurements - Schedule of Change in Contingent Consideration (Detail) - Level 3 [Member] $ in Thousands	3 Months Ended
	Sep. 30, 2024 USD ($)
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Balance at the beginning of period	$ 2,466
Changes in fair value during the period	6,194
Payments made during the period	(260)
Balance at the end of period	$ 8,400

Net Loss per Share - Calculation of Basic and Diluted Net Loss per Share (Detail) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands

3 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Numerator:

Net Income (Loss)

$ (1,366)

$ (10,565)

Denominator:

Weighted-average shares of common stock used in computing basic net loss per share

55,823

54,470

Weighted-average effect of dilutive securities

Weighted average shares of common stock used in computing diluted net loss per share

55,823

54,470

Net loss per share, basic

^[1]

$ (0.02)

$ (0.19)

Net loss per share, diluted

^[1]

$ (0.02)

$ (0.19)

Securities excluded from weighted-average shares used in computing diluted net loss per share because the effect would have been anti-dilutive

^[2]

5,103

4,494

[1]	Diluted net loss per share does not reflect any potential common stock relating to stock options, restricted stock units, or shares issuable related to the ESPP due to net losses incurred during the three months ended September 30, 2024 and 2023. The assumed issuance of any additional shares would be anti-dilutive.
[2]	These weighted shares relate to anti-dilutive stock options, restricted stock units, and shares issuable related to the ESPP as calculated using the treasury stock method and could be dilutive in the future.

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024
Current assets:
Cash and cash equivalents	$ 24,982	$ 50,488
Accounts receivable, net of allowances and reserves of $2,569 and $2,106 as of September 30, 2024 and June 30, 2024	173,904	111,786
Prepaid expenses and other assets	7,570	6,813
Total current assets	206,456	169,087
Property and equipment, net	18,913	19,858
Operating lease right-of-use assets	9,338	10,440
Goodwill	125,056	125,056
Intangible assets, net	35,526	38,008
Other assets, noncurrent	5,883	6,097
Total assets	401,172	368,546
Current liabilities:
Accounts payable	60,404	48,204
Accrued liabilities	86,619	68,822
Other liabilities	10,865	9,372
Total current liabilities	157,888	126,398
Operating lease liabilities, noncurrent	7,026	7,879
Other liabilities, noncurrent	16,440	17,444
Total liabilities	181,354	151,721
Commitments and contingencies (See Note 10)
Stockholders' equity:
Common stock: $0.001 par value; 100,000,000 shares authorized; 56,127,603 and 55,473,439 shares issued and outstanding as of September 30, 2024 and June 30, 2024	56	55
Additional paid-in capital	351,807	347,449
Accumulated other comprehensive loss	(268)	(268)
Accumulated deficit	(131,777)	(130,411)
Total stockholders' equity	219,818	216,825
Total liabilities and stockholders' equity	$ 401,172	$ 368,546

Goodwill and Intangible Assets, Net - Amortization Expense (Detail) - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024
Finite Lived Intangible Assets Future Amortization Expense [Abstract]
2025 (remaining nine months)	$ 7,051
2026	6,887
2027	5,864
2028	5,281
2029	4,234
Thereafter	6,209
Net Carrying Amount	$ 35,526	$ 38,008

Acquisitions - Schedule of Consideration (Detail) - USD ($) $ in Thousands	Mar. 01, 2024	Jan. 04, 2024
Best Company
Business Acquisition [Line Items]
Cash		$ 2,510
Post-closing payments, net of imputed interest		3,696
Promissory note adjustment		158
Total		$ 6,364
AquaVida
Business Acquisition [Line Items]
Cash	$ 2,000
Post-closing payments, net of imputed interest	3,465
Contingent consideration	2,100
Total	$ 7,565

Leases - Components of Lease Expense (Detail) - USD ($)
$ in Thousands

3 Months Ended

Sep. 30, 2024

Sep. 30, 2023

Lease Cost [Abstract]

Operating lease expense

$ 1,011

$ 1,450

Short-term lease expense

301

176

Variable lease expense

^[1]

210

Total lease expense

$ 1,376

$ 1,836

[1]	Variable lease expense is primarily composed of common area maintenance charges.

Net Loss per Share

3 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Net Loss per Share

4. Net Loss per Share

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by using the weighted-average number of shares of common stock outstanding, including potential dilutive shares of common stock assuming the dilutive effect of outstanding stock options, unvested restricted stock units, and shares issuable related to the employee stock purchase plan (“ESPP”) using the treasury stock method.

The following table presents the calculation of basic and diluted net loss per share:


	Three Months Ended
	September 30,
	2024			2023
	(In thousands, except per share data)
Numerator:
Net loss	$	(1,366	)	$	(10,565	)
Denominator:
Weighted-average shares of common stock used in computing basic net loss per share		55,823			54,470
Weighted average effect of dilutive securities		—			—
Weighted average shares of common stock used in computing diluted net loss per share		55,823			54,470

Net loss per share, basic and diluted (1)	$	(0.02	)	$	(0.19	)

Securities excluded from weighted-average shares used in computing diluted net loss per share because the effect would have been anti-dilutive (2)		5,103			4,494

(1)

(2)

Stockholders' Equity and Stock Benefit Plans - Schedule of RSU Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024
Service-based RSU [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Beginning balance, Shares	3,421,867
Granted, Shares	1,472,699
Vested, Shares	(572,821)
Forfeited, Shares	(45,504)
Ending balance, Shares	4,276,241	3,421,867
Beginning balance, Weighted Average Grant Date Fair Value	$ 10.59
Ending balance, Weighted Average Grant Date Fair Value	$ 13.39	$ 10.59
Weighted Average Remaining Contractual Life (In years)	1 year 7 months 2 days	1 year 3 months 3 days
Aggregate Intrinsic Value, Outstanding	$ 81,806	$ 56,769
Performance-based RSU [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Beginning balance, Shares	1,016,685
Granted, Shares	805,850
Vested, Shares	(216,194)
Forfeited, Shares	(31,253)
Ending balance, Shares	1,575,088	1,016,685
Beginning balance, Weighted Average Grant Date Fair Value	$ 14.24
Granted, Weighted Average Grant Date Fair Value	19.13
Vested, Weighted Average Grant Date Fair Value	17.6
Forfeited, Weighted Average Grant Date Fair Value	9.59
Ending balance, Weighted Average Grant Date Fair Value	$ 17.19	$ 14.24
Weighted Average Remaining Contractual Life (In years)	1 year 7 months 20 days	1 year 1 month 13 days
Aggregate Intrinsic Value, Outstanding	$ 30,132	$ 16,867

Acquisitions (Tables)

3 Months Ended

Sep. 30, 2024

Best Company

Asset Acquisition [Line Items]

Summary of Consideration

The following table summarizes the consideration as of the acquisition date (in thousands):


	Estimated Fair Value
Cash	$	2,510
Post-closing payments, net of imputed interest of $325		3,696
Promissory note adjustment		158
Total	$	6,364

Summary of Fair Values of Identifiable Intangible Assets Acquired and Estimated Useful Lives


	Estimated Fair Value		Estimated Useful Life
Shared assets license	$	5,228	10 years
Client relationships		682	8 years
Non-competition agreements		454	3 years
Total	$	6,364

AquaVida

Asset Acquisition [Line Items]

Summary of Consideration

The following table summarizes the consideration of the acquisition date (in thousands):


	Estimated Fair Value
Cash	$	2,000
Post-closing payments, net of imputed interest of $535		3,465
Contingent consideration		2,100
Total	$	7,565

Summary of Fair Values of Identifiable Intangible Assets Acquired and Estimated Useful Lives


	Estimated Fair Value		Estimated Useful Life
Existing technology	$	1,900	5 years
Client relationships		1,200	8 years
Content		50	1 year
Non-competition agreement		500	4 years
Goodwill		3,915	Indefinite
Total	$	7,565

Acquisitions - Schedule of Consideration (Parenthetical) (Detail) - USD ($) $ in Thousands	Mar. 01, 2024	Jan. 04, 2024
Best Company
Business Acquisition [Line Items]
Deferred Consideration Imputed Interest		$ 325
AquaVida
Business Acquisition [Line Items]
Deferred Consideration Imputed Interest	$ 535

Acquisitions - Schedule of Components and Preliminary Allocation of Purchase Price, Fair Values and Estimated Useful Lives of Identifiable Assets Acquired (Detail) - USD ($) $ in Thousands	Mar. 01, 2024	Jan. 04, 2024	Sep. 30, 2024	Jun. 30, 2024
Business Acquisition [Line Items]
Goodwill			$ 125,056	$ 125,056
Best Company
Business Acquisition [Line Items]
Estimated Fair Value		$ 6,364
Best Company \| Client relationships
Business Acquisition [Line Items]
Estimated Fair Value		$ 682
Weighted-average useful life of intangible assets		8 years
Best Company \| Non-competition agreements
Business Acquisition [Line Items]
Estimated Fair Value		$ 454
Weighted-average useful life of intangible assets		3 years
Best Company \| Shared assets license
Business Acquisition [Line Items]
Estimated Fair Value		$ 5,228
Weighted-average useful life of intangible assets		10 years
AquaVida
Business Acquisition [Line Items]
Estimated Fair Value	$ 7,565
Goodwill	3,915
AquaVida \| Client relationships
Business Acquisition [Line Items]
Estimated Fair Value	$ 1,200
Weighted-average useful life of intangible assets	8 years
AquaVida \| Non-competition agreements
Business Acquisition [Line Items]
Estimated Fair Value	$ 500
Weighted-average useful life of intangible assets	4 years
AquaVida \| Content [Member]
Business Acquisition [Line Items]
Estimated Fair Value	$ 50
Weighted-average useful life of intangible assets	1 year
AquaVida \| Existing technology
Business Acquisition [Line Items]
Estimated Fair Value	$ 1,900
Weighted-average useful life of intangible assets	5 years

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (1,366)	$ (10,565)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Fair Value Measurements (Tables)

3 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Financial Instruments Measured at Fair Value on Recurring Basis

The following table presents the fair value of the Company’s financial instruments (in thousands):


	September 30, 2024								June 30, 2024
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	405	$	—	$	—	$	405	$	2,215	$	—	$	—	$	2,215
Liabilities:
Post-closing payments related to acquisitions	$	—	$	12,795	$	—	$	12,795	$	—	$	18,143	$	—	$	18,143
Contingent consideration related to acquisitions		—		—		8,400		8,400		—		—		2,466		2,466
Total	$	—	$	12,795	$	8,400	$	21,195	$	—	$	18,143	$	2,466	$	20,609

Reported as:
Cash and cash equivalents							$	405							$	2,215
Other Liabilities:
Current							$	10,865							$	9,372
Noncurrent								10,330								11,237
Total							$	21,195							$	20,609

Schedule of Change in Contingent Consideration

The following table represents the changes in the contingent consideration during the three months ended September 30, 2024 (in thousands):


	Three Months Ended
	September 30,
	2024
Balance at the beginning of period	$	2,466
Changes in fair value during the period		6,194
Payments made during the period		(260	)
Balance at the end of period	$	8,400

Commitments and Contingencies

3 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

10. 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 September 30, 2024 and June 30, 2024.

In the ordinary course of its business, the Company from time to time enters into standard indemnification provisions in its agreements with its clients. Pursuant to these provisions, the Company may be obligated to indemnify its clients for certain losses suffered or incurred, including losses arising from violations of applicable law by the Company or by its third-party publishers, losses arising from actions or omissions of the Company or its third-party publishers, and for third-party claims that a Company product infringed upon any United States patent, copyright or other intellectual property rights. Where practicable, the Company limits its liabilities under such indemnities. Subject to these limitations, the term of such indemnification provisions is generally coterminous with the corresponding agreements but may extend for the duration of the applicable statute of limitations after termination of the agreement. The potential amount of future payments to defend lawsuits or settle indemnified claims under these indemnification provisions is generally limited and the Company believes the estimated fair value of these indemnity provisions is not material. Accordingly, the Company had no liabilities recorded for these agreements as of September 30, 2024 and June 30, 2024.

Letters of Credit

The Company has a $0.3 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 canceled by the financial institution within 30 days of the annual expiration date.

Stockholders' Equity and Stock Benefit Plans (Tables)

3 Months Ended

Sep. 30, 2024

Summary of Stock-based Compensation Expense

The following table summarizes the components of stock-based compensation by grant type:


	Three Months Ended
	September 30,
	2024		2023
Stock options	$	64	$	78
Restricted stock units		8,003		4,827
Employee stock purchase plan		340		370
Total stock-based compensation expense	$	8,407	$	5,275

Service-based RSU [Member]

Schedule of RSU Activity

The following table summarizes the service-based RSU activity under the plans:


	Shares			Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Life (In years)		Aggregate Intrinsic Value (In thousands)
Outstanding at June 30, 2024		3,421,867		$	10.59		1.26	$	56,769
Granted		1,472,699
Vested		(572,821	)
Forfeited		(45,504	)
Outstanding at September 30, 2024		4,276,241		$	13.39		1.59	$	81,806

Performance-based RSU [Member]

Schedule of RSU Activity

The following table summarizes the performance-based RSU activity under the plans:


	Shares			Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Life (In years)		Aggregate Intrinsic Value (In thousands)
Outstanding at June 30, 2024		1,016,685		$	14.24		1.12	$	16,867
Granted		805,850			19.13
Vested		(216,194	)		17.60
Forfeited		(31,253	)		9.59
Outstanding at September 30, 2024		1,575,088		$	17.19		1.64	$	30,132

Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Stock-based compensation	$ 8,407	$ 5,275
Cost of revenue [Member]
Stock-based compensation	2,875	2,052
Product development [Member]
Stock-based compensation	1,046	773
Sales and marketing [Member]
Stock-based compensation	1,095	640
General and administrative [Member]
Stock-based compensation	$ 3,391	$ 1,810

The Company

3 Months Ended

Sep. 30, 2024

Organization [Abstract]

The Company

1. The Company

QuinStreet, Inc. (the “Company”) is a leader in performance marketplaces and technologies for the financial services and home services industries. The Company was incorporated in California in April 1999 and reincorporated in Delaware in December 2009. The Company specializes in customer acquisition for clients in high value, information-intensive markets or “verticals,” including financial services and home services. The corporate headquarters are located in Foster City, California, with additional offices throughout the United States, India and Mexico. The majority of the Company’s operations and revenue are in North America.

Income Taxes

3 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

8. Income Taxes

The Company’s provision for income taxes for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any. Each quarter the Company updates its estimate of the annual effective tax rate and makes a year-to-date adjustment to the provision. The Company recorded a benefit from income taxes of $49 thousand and a provision for income taxes of $0.8 million for the three months ended September 30, 2024 and 2023. The tax benefit for the first quarter of 2024 was related to losses incurred by the Company in the interim period. The tax provision for the first quarter of 2023 was primarily related to foreign operations and the tax amortization of goodwill.

The Company performed an assessment on the likelihood of realizing the benefits of its deferred tax assets. As of September 30, 2024, the Company has concluded that it is not more likely than not that the Company would be able to utilize the majority of the deferred tax assets based on available evidence primarily related to historic losses and projected income. However, if there are favorable 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 be realizable and record a material non-cash income tax benefit.

Additionally, in the event that the Company experiences an ownership change within the meaning of Section 382 of the Internal Revenue Code (“IRC”), the Company’s ability to utilize net operating losses, tax credits and other tax attributes may be limited.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
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-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Summary of Significant Accounting Policies

3 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.

Unaudited Interim Financial Information

The accompanying condensed consolidated financial statements and the notes to the condensed consolidated financial statements as of September 30, 2024 and for the three months ended September 30, 2024 and 2023 are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024, as filed with the SEC on August 21, 2024. The condensed consolidated balance sheet at June 30, 2024 included herein was derived from the audited financial statements as of that date, but does not include all disclosures, including notes, required by GAAP.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary for the fair presentation of the Company’s condensed consolidated balance sheet at September 30, 2024, its condensed consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for the three months ended September 30, 2024 and 2023. The results of operations for the three months ended September 30, 2024 are not necessarily indicative of the results to be expected for the fiscal year ending June 30, 2025, or any other future period.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of commitments and contingencies at the date of the financial statements and reported amounts of revenue and expenses during the period. On an ongoing basis, management evaluates these estimates, judgments and assumptions, including those related to revenue recognition, stock-based compensation, goodwill, long-lived assets, contingencies, credit losses of accounts receivable, and income taxes. The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. In addition, the Company may engage third-party valuation specialists to assist with the preparation of certain of its valuations. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenue and expenses that are not readily apparent from other sources. Actual results could differ from those estimates, and such differences could affect the results of operations reported in future periods.

Prior Period Reclassifications

Certain immaterial prior periods amounts have been reclassified to conform with current period presentation.

Accounting Policies

The significant accounting policies are described in Note 2, Summary of Significant Accounting Policies, to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024. There have been no material changes to our significant accounting policies as of and for the three months ended September 30, 2024.

Recent Accounting Pronouncements

In November 2023, the Financial Standards Accounting Board (FASB) issued Accounting Standards Update (ASU) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07) which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal periods beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. The Company is currently evaluating the impact of this ASU on its financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topics 740): Improvements to Income Tax Disclosures (ASU 2023-09) to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its financial statement disclosures.

ASU’s not included in the Company's disclosures were assessed and determined to be not applicable and material to the Company’s condensed consolidated financial statements or disclosures.