Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2015

 

 

QUINSTREET, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34628   77-0512121

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

950 Tower Lane, 6th Floor

Foster City, CA 94404

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (650) 578-7700

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02. Results of Operations and Financial Condition.

On May 5, 2015, QuinStreet, Inc. (the “Company”) issued a press release announcing its financial results for its third fiscal quarter ended March 31, 2015. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

The following exhibit is filed herewith:

 

Exhibit

Number

  

Description

99.1    Press release dated May 5, 2015 titled “QuinStreet Reports Financial Results for Third Quarter Fiscal Year 2015”

The information contained in Items 2.02, 9.01 and the exhibits furnished in this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

QUINSTREET, INC.
Dated: May 5, 2015 By:

/s/ Douglas Valenti

Douglas Valenti
Chief Executive Officer


INDEX TO EXHIBITS

 

Exhibit

Number

  

Description

99.1    Press release dated May 5, 2015 titled “QuinStreet Reports Financial Results for Third Quarter Fiscal Year 2015”

The information contained in Items 2.02, 9.01 and the exhibits furnished in this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

EX-99.1

Exhibit 99.1

QuinStreet Reports Financial Results for Third Quarter Fiscal Year 2015

FOSTER CITY, CA – MAY 5, 2015 — QuinStreet, Inc. (Nasdaq: QNST), a leader in performance marketing online, today announced financial results for the third quarter ended March 31, 2015.

For the third quarter, the Company reported total revenue of $75.3 million, an increase of 5% compared to the same quarter last year. Adjusted EBITDA for the quarter was $4.3 million, or 6% of revenue. Revenue and adjusted EBITDA were positively impacted by $1.6 million and $1.3 million respectively, due to recognition of revenue previously deferred in the September quarter.

Adjusted net income for the third quarter was $1.4 million, or $0.03 per share, and GAAP net loss was $3.2 million, or ($0.07) per share. Adjusted net income excludes stock-based compensation expense and amortization of intangible assets, net of estimated tax.

The Company generated $2.4 million in normalized free cash flow in the quarter and closed the third quarter with $114 million in cash and marketable securities and $50 million in net cash.

“We continue to see improving results from strong execution of our strategies to roll out next-generation products and technologies and to diversify media and markets,” commented Doug Valenti, QuinStreet CEO. “Revenue from new products and markets in the Education client vertical grew strongly in the quarter, offsetting declines in traditional lead generation products to U.S. for-profit colleges. As a result, Education revenue was flat in the quarter — our best year-over-year performance in that client vertical in over three years. Revenue from our auto insurance business increased 25% year-over-year, driven by the continued adoption and ramp of the new products launched last year. We continue to be cash flow positive, and our balance sheet remains strong.

“Revenue in the June quarter is expected to be up again, with growth estimated to be approximately 5% year-over-year. Adjusted EBITDA margin is expected to be in the low single digits, as we continue to invest in growth initiatives. The initiatives are providing us with a fundamentally improved business base and roadmap that we expect to result in long-term growth and margin re-expansion,” concluded Valenti.

Reconciliations of adjusted net income to net loss, adjusted EBITDA to net loss and normalized free cash flow to net cash provided by operating activities are included in the accompanying tables.

Conference Call Today at 2:00 p.m. PT

QuinStreet will host a conference call and corresponding live webcast at 2:00 p.m. PT today. To access the conference call, dial (888) 539.3696 for the U.S. and Canada or +1 (719) 325.2429 for international callers. The webcast will be available live on the investor relations section of the Company’s website at http://investor.quinstreet.com and via replay beginning approximately two hours after the completion of the call until the Company’s announcement of its financial results for the next quarter. An audio replay of the call will also be available to investors beginning at approximately 5:00 p.m. PT on May 5, 2015 by dialing (888) 203.1112 in the U.S. and Canada or +1 (719) 457.0820 for international callers, using passcode 1005370#. This press release and the financial tables, as well as other supplemental financial information are also available on the investor relations section of the Company’s website at http://investor.quinstreet.com.

Non-GAAP Financial Measures

This release and the accompanying tables include a discussion of adjusted EBITDA, adjusted net income, adjusted diluted net income per share, free cash flow and normalized free cash flow, all of which are non-GAAP financial measures that are provided as a complement to results provided in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The term “adjusted EBITDA” refers to a financial measure that we define as net loss less benefit from (provision for) taxes, depreciation expense, amortization expense, stock-based compensation expense, interest and other income (expense), net, impairment of goodwill, and restructuring. The term “adjusted net income” refers to a financial measure that we define as net loss adjusted for amortization expense, stock-based compensation expense, restructuring expense, impairment of goodwill and tax valuation allowance, net of estimated taxes. The term “adjusted diluted net income per share” refers to a financial measure that we define as adjusted net income divided by weighted average diluted shares outstanding. The term “free cash flow” refers to a financial measure that we define as net cash provided by operating activities, less capital expenditures and internal software development costs. “Normalized free cash flow” refers to free cash flow less changes in operating assets and liabilities net of estimated taxes related to impairment of goodwill, tax valuation allowance and the impact from excess tax benefits from stock-based compensation. These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results. In addition, our definition of adjusted EBITDA, adjusted net income, adjusted diluted net income per share, free cash flow and normalized free cash flow may not be comparable to the definitions as reported by other companies.


We believe adjusted EBITDA, adjusted net income, adjusted diluted net income per share, free cash flow and normalized free cash flow are relevant and useful information because they provide us and investors with additional measurements to analyze the Company’s operating performance.

Adjusted EBITDA is part of our internal management reporting and planning process and one of the primary measures used by our management to evaluate the operating performance of our business, as well as potential acquisitions. Adjusted EBITDA is useful to us and investors because it provides information related to the Company’s ability to provide cash flow for acquisitions, capital expenditures and working capital requirements. Internally, adjusted EBITDA is used by management for planning purposes, including preparation of internal budgets; to allocate resources; to evaluate the effectiveness of operational strategies; and to evaluate the Company’s capacity to fund acquisitions and capital expenditures as well as the capacity to service debt. Adjusted EBITDA is used as a key financial metric in senior management’s annual incentive compensation program. The Company believes that analysts and investors use adjusted EBITDA as a supplemental measurement to evaluate the overall operating performance of companies in its industry and use adjusted EBITDA multiples as a metric for analyzing company valuations. It is also an element of certain maintenance covenants under our debt agreements.

Adjusted net income and adjusted diluted net income per share are useful to us and investors because they present an additional measurement of our financial performance, taking into account depreciation, which we believe is an ongoing cost of doing business, but excluding the impact of certain non-cash expenses (stock-based compensation, amortization of intangible assets, impairment of goodwill and tax valuation allowance). The Company believes that analysts and investors use adjusted net income and adjusted diluted net income per share as supplemental measures to evaluate the overall operating performance of companies in our industry.

Free cash flow is useful to investors and us because it represents the cash that our business generates from operations, before taking into account cash movements that are non-operational, and is a metric commonly used in our industry to understand the underlying cash generating capacity of a company’s financial model. Normalized free cash flow is useful as it removes the fluctuations in operating assets and liabilities that occur in any given quarter due to the timing of payments and therefore helps investors understand the underlying cash flow of the business as a quarterly metric and the cash flow generation potential of the business model. The Company believes that analysts and investors use free cash flow multiples as a metric for analyzing company valuations in our industry.

We intend to provide these non-GAAP financial measures as part of our future earnings discussions and, therefore, the inclusion of these non-GAAP financial measures will provide consistency in our financial reporting. A reconciliation of these non-GAAP measures to GAAP is provided in the accompanying tables.

Legal Notice Regarding Forward Looking Statements

This press release and its attachments contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 that involve risks and uncertainties. Words such as “estimate”, “will”, “believe”, “intend”, “potential” and similar expressions are intended to identify forward-looking statements. These forward-looking statements include the statements in quotations from management in this press release, as well as any statements regarding the Company’s anticipated financial results, growth and strategic and operational plans and results of analyses on impairment charges. The Company’s actual results may differ materially from those anticipated in these forward-looking statements. Factors that may contribute to such differences include, but are not limited to: the impact of changes in industry standards and government regulation including but not limited to enforcement activities of the Department of Education; the Company’s ability to maintain and increase the number of visitors to its websites and to convert those visitors and those to its third-party publishers’ websites into client prospects in a cost-effective manner; the impact of the current economic climate on the Company’s business; the Company’s ability to access and monetize Internet users on mobile devices; the Company’s ability to attract and retain qualified executives and employees; the Company’s ability to compete effectively against others in the online marketing and media industry both for client budget and access to third-party media; the Company’s ability to identify and manage acquisitions; and the impact and costs of any alleged failure by the Company to comply with government regulations and industry standards. More information about potential factors that could affect the Company’s business and financial results is contained in the Company’s annual reports on Form 10-K and quarterly reports on Form 10-Q as filed with the Securities and Exchange Commission (“SEC”). Additional information will also be set forth in the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2015, which will be filed with the SEC. The Company does not intend and undertakes no duty to release publicly any updates or revisions to any forward-looking statements contained herein.


About QuinStreet

QuinStreet, Inc. (Nasdaq: QNST) is one of the largest Internet performance marketing and media companies in the world. QuinStreet is committed to providing consumers and businesses with the information they need to research, find and select the products, services and brands that meet their needs. For more information, please visit www.QuinStreet.com.

Investor Contact:

The Blueshirt Group for QuinStreet

Erica Abrams

(415) 297-5864

erica@blueshirtgroup.com


QUINSTREET, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

 

     March 31,     June 30,  
     2015     2014  

Assets

    

Current assets

    

Cash and cash equivalents

   $ 114,100      $ 84,177   

Marketable securities

     —          38,630   

Accounts receivable, net

     44,961        41,979   

Deferred tax assets

     223        223   

Prepaid expenses and other assets

     11,989        11,647   
  

 

 

   

 

 

 

Total current assets

  171,273      176,656   

Property and equipment, net

  8,811      11,126   

Goodwill

  55,451      55,451   

Other intangible assets, net

  21,444      31,441   

Deferred tax assets, noncurrent

  1,710      1,712   

Other assets, noncurrent

  523      457   
  

 

 

   

 

 

 

Total assets

$ 259,212    $ 276,843   
  

 

 

   

 

 

 

Liabilities and Stockholders’ Equity

Current liabilities

Accounts payable

$ 20,823    $ 19,517   

Accrued liabilities

  28,948      27,854   

Deferred revenue

  1,356      1,175   

Debt

  19,713      17,698   
  

 

 

   

 

 

 

Total current liabilities

  70,840      66,244   

Debt, noncurrent

  44,848      59,565   

Other liabilities, noncurrent

  5,567      5,883   
  

 

 

   

 

 

 

Total liabilities

  121,255      131,692   
  

 

 

   

 

 

 

Stockholders’ equity

Common stock

  44      44   

Additional paid-in capital

  247,105      239,558   

Accumulated other comprehensive loss

  (815   (1,054

Accumulated deficit

  (108,377   (93,397
  

 

 

   

 

 

 

Total stockholders’ equity

  137,957      145,151   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

$ 259,212    $ 276,843   
  

 

 

   

 

 

 


QUINSTREET, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

 

     Three Months Ended     Nine Months Ended  
     March 31,     March 31,  
     2015     2014     2015     2014  

Net revenue

   $ 75,345      $ 71,888      $ 211,228      $ 214,994   

Cost of revenue (1)

     65,192        61,646        188,996        181,354   
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

  10,153      10,242      22,232      33,640   

Operating expenses: (1)

Product development

  4,653      4,859      13,853      14,794   

Sales and marketing

  3,881      3,881      10,905      11,696   

General and administrative

  4,300      4,284      12,994      12,829   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

  (2,681   (2,782   (15,520   (5,679

Interest income

  7      30      61      84   

Interest expense

  (760   (911   (2,726   (2,913

Other income (expense), net

  40      (3   3,001      (51
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before income taxes

  (3,394   (3,666   (15,184   (8,559

Benefit from (provision for) taxes

  178      993      204      (39,082
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

$ (3,216 $ (2,673 $ (14,980 $ (47,641
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share

Basic

$ (0.07 $ (0.06 $ (0.34 $ (1.10
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

$ (0.07 $ (0.06 $ (0.34 $ (1.10
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares used in computing net loss per share

Basic

  44,522      43,567      44,409      43,422   

Diluted

  44,522      43,567      44,409      43,422   

 

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

          

Cost of revenue

$ 863    $ 595    $ 2,292    $ 2,190   

Product development

  542      551      1,731      1,893   

Sales and marketing

  600      827      1,626      2,195   

General and administrative

  576      477      1,733      1,833   


QUINSTREET, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

     Three Months Ended     Nine Months Ended  
     March 31,     March 31,  
     2015     2014     2015     2014  

Cash Flows from Operating Activities

        

Net loss

   $ (3,216   $ (2,673   $ (14,980   $ (47,641

Adjustments to reconcile net loss to net cash provided by operating activities:

        

Depreciation and amortization

     4,370        6,611        14,778        19,955   

Net realized loss from sale of marketable securities

     32        —          32        —     

Provision for sales returns and doubtful accounts receivable

     (412     (181     58        (424

Write-off of bank loan upfront fees

     —          —          328        —     

Stock-based compensation

     2,581        2,450        7,382        8,111   

Excess tax benefits from stock-based compensation

     51        (85     —          (394

Gain on sale of domain names

     (173     —          (3,331     —     

Other adjustments, net

     29        23        128        150   

Changes in assets and liabilities, net of effects of acquisition:

        

Accounts receivable

     (3,434     (6,760     (3,040     (3,198

Prepaid expenses and other assets

     (365     (2,831     (734     (3,403

Deferred taxes

     —          1,545        2        41,938   

Accounts payable

     (836     1,064        2,128        868   

Accrued liabilities

     5,595        4,030        2,146        (1,831

Deferred revenue

     3        (8     181        (646

Other liabilities, noncurrent

     (63     (154     (316     (524
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

  4,162      3,031      4,762      12,961   
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash Flows from Investing Activities

Capital expenditures

  (344   (500   (2,629   (4,679

Business acquisition

  —        —        —        (875

Other intangibles

  —        (123   —        (2,815

Internal software development costs

  (495   (697   (1,428   (1,901

Purchases of marketable securities

  —        (13,565   (16,600   (36,390

Proceeds from sales and maturities of marketable securities

  27,990      14,475      55,277      35,820   

Proceeds from sale of domain names

  188      —        3,346      —     

Proceeds from sale of property and equipment

  —        —        10      —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) investing activities

  27,339      (410   37,976      (10,840
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash Flows from Financing Activities

Proceeds from exercise of common stock options

  —        332      1,300      2,259   

Principal payments on bank debt

  (5,000   (3,750   (12,500   (8,750

Payment of bank loan upfront fees

  —        —        (272   —     

Principal payments on acquisition-related notes payable

  —        (362   (444   (2,599

Excess tax benefits from stock-based compensation

  (51   85      —        394   

Withholding taxes related to restricted stock net share settlement

  (284   (432   (910   (1,760
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash used in financing activities

  (5,335   (4,127   (12,826   (10,456
  

 

 

   

 

 

   

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

  (6   2      11      (39

Net increase (decrease) in cash and cash equivalents

  26,160      (1,504   29,923      (8,374

Cash and cash equivalents at beginning of period

  87,940      83,247      84,177      90,117   
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of period

$ 114,100    $ 81,743    $ 114,100    $ 81,743   
  

 

 

   

 

 

   

 

 

   

 

 

 


QUINSTREET, INC.

RECONCILIATION OF NET LOSS TO

ADJUSTED NET INCOME

(In thousands, except per share data)

(Unaudited)

 

     Three Months Ended     Nine Months Ended  
     March 31,     March 31,  
     2015     2014     2015     2014  

Net loss

   $ (3,216   $ (2,673   $ (14,980   $ (47,641

Amortization of intangible assets

     2,879        4,954        9,955        15,111   

Stock-based compensation

     2,581        2,450        7,382        8,111   

Restructuring

     —          —          439        —     

Tax valuation allowance

     —          1,150        —          41,361   

Tax impact after non-GAAP items

     (808     (3,913     (1,009     (7,621
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted net income

$ 1,436    $ 1,968    $ 1,787    $ 9,321   
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted diluted net income per share

$ 0.03    $ 0.04    $ 0.04    $ 0.21   
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares used in computing adjusted diluted net income per share

  45,137      43,911      44,626      44,095   

QUINSTREET, INC.

RECONCILIATION OF NET LOSS TO

ADJUSTED EBITDA

(In thousands)

(Unaudited)

 

     Three Months Ended     Nine Months Ended  
     March 31,     March 31,  
     2015     2014     2015     2014  

Net loss

   $ (3,216   $ (2,673   $ (14,980   $ (47,641

Interest and other expense (income), net

     713        884        (336     2,880   

(Benefit from) provision for taxes

     (178     (993     (204     39,082   

Depreciation and amortization

     4,370        6,611        14,778        19,955   

Stock-based compensation

     2,581        2,450        7,382        8,111   

Restructuring

     —          —          439        —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

$ 4,270    $ 6,279    $ 7,079    $ 22,387   
  

 

 

   

 

 

   

 

 

   

 

 

 


QUINSTREET, INC.

RECONCILIATION OF NET CASH PROVIDED BY

OPERATING ACTIVITIES TO FREE CASH FLOW

AND NORMALIZED FREE CASH FLOW

(In thousands)

(Unaudited)

 

     Three Months Ended     Nine Months Ended  
     March 31,     March 31,  
     2015     2014     2015     2014  

Net cash provided by operating activities

   $ 4,162      $ 3,031      $ 4,762      $ 12,961   

Capital expenditures

     (344     (500     (2,629     (4,679

Internal software development costs

     (495     (697     (1,428     (1,901
  

 

 

   

 

 

   

 

 

   

 

 

 

Free cash flow

$ 3,323    $ 1,834    $ 705    $ 6,381   
  

 

 

   

 

 

   

 

 

   

 

 

 

Changes in operating assets and liabilities, less excess tax benefits from stock-based compensation

  (951   3,199      (367   6,957   
  

 

 

   

 

 

   

 

 

   

 

 

 

Normalized free cash flow

$ 2,372    $ 5,033    $ 338    $ 13,338