Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 05, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 0-25965 | |
Entity Registrant Name | J2 GLOBAL, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-1053457 | |
Entity Address, Address Line One | 700 S. Flower Street | |
Entity Address, Address Line Two | 15th Floor | |
Entity Address, City or Town | Los Angeles | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90017 | |
City Area Code | 323 | |
Local Phone Number | 860-9200 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | JCOM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 48,204,191 | |
Entity Central Index Key | 0001084048 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
ASSETS | ||
Cash and cash equivalents | $ 347,857 | $ 242,652 |
Short-term investments | 0 | 663 |
Accounts receivable, net of allowances of $16,255 and $16,018, respectively | 249,005 | 325,619 |
Prepaid expenses and other current assets | 56,177 | 53,909 |
Current assets held for sale | 8,939 | 0 |
Total current assets | 661,978 | 622,843 |
Long-term investments | 117,396 | 97,495 |
Property and equipment, net | 171,645 | 156,577 |
Operating lease right-of-use assets | 82,961 | 105,845 |
Goodwill | 1,837,539 | 1,867,430 |
Other purchased intangibles, net | 170,530 | 176,473 |
Deferred income taxes, noncurrent | 40,755 | 56,545 |
Other assets | 16,759 | 17,027 |
Noncurrent assets held for sale | 98,187 | 0 |
TOTAL ASSETS | 3,703,366 | 3,665,331 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Accounts payable and accrued expenses | 198,220 | 230,651 |
Income taxes payable, current | 11,471 | 31,753 |
Deferred revenue, current | 193,531 | 190,644 |
Operating lease liabilities, current | 30,818 | 32,211 |
Current portion of long-term debt | 402,134 | 396,801 |
Other current liabilities | 52 | 497 |
Current liabilities held for sale | 8,793 | 0 |
Total current liabilities | 845,019 | 882,557 |
Long-term debt | 1,189,727 | 1,182,220 |
Deferred revenue, noncurrent | 16,635 | 14,440 |
Operating lease liabilities, noncurrent | 81,752 | 99,177 |
Income taxes payable, noncurrent | 11,675 | 11,675 |
Liability for uncertain tax positions | 53,515 | 57,081 |
Deferred income taxes, noncurrent | 158,173 | 162,700 |
Other long-term liabilities | 39,718 | 44,463 |
Noncurrent liabilities held for sale | 12,652 | 0 |
TOTAL LIABILITIES | 2,408,866 | 2,454,313 |
Commitments and contingencies | 0 | 0 |
Preferred stock, $0.01 par value | 0 | 0 |
Common stock, $0.01 par value. Authorized 95,000,000; total issued and outstanding 44,708,236 and 44,346,630 shares at June 30, 2021 and December 31, 2020, respectively. | 447 | 443 |
Additional paid-in capital | 461,422 | 456,274 |
Retained earnings | 892,605 | 809,107 |
Accumulated other comprehensive loss | (59,974) | (54,806) |
TOTAL STOCKHOLDERS’ EQUITY | 1,294,500 | 1,211,018 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 3,703,366 | 3,665,331 |
Trade names | ||
ASSETS | ||
Intangible assets, net (excluding goodwill) | 183,335 | 187,902 |
Customer relationship | ||
ASSETS | ||
Intangible assets, net (excluding goodwill) | 322,281 | 377,194 |
Series A Preferred Stock | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Preferred stock, $0.01 par value | 0 | 0 |
Series B Preferred Stock | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Preferred stock, $0.01 par value | $ 0 | $ 0 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts | $ 16,255 | $ 16,018 |
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 95,000,000 | 95,000,000 |
Common stock, shares issued (in shares) | 44,708,236 | 44,346,630 |
Common stock, shares outstanding (in shares) | 44,708,236 | 44,346,630 |
Series A Preferred Stock | ||
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 6,000 | 6,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Series B Preferred Stock | ||
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 20,000 | 20,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Total revenues | $ 429,044 | $ 330,984 | $ 827,228 | $ 663,377 |
Cost of revenues | 63,337 | 56,802 | 121,160 | 115,933 |
Gross profit | 365,707 | 274,182 | 706,068 | 547,444 |
Operating expenses: | ||||
Sales and marketing | 134,103 | 92,805 | 255,288 | 192,243 |
Research, development and engineering | 19,644 | 13,606 | 40,995 | 29,012 |
General and administrative | 117,676 | 94,731 | 237,021 | 197,902 |
Total operating expenses | 271,423 | 201,142 | 533,304 | 419,157 |
Income from operations | 94,284 | 73,040 | 172,764 | 128,287 |
Interest expense, net | (21,403) | (22,196) | (42,970) | (43,167) |
Gain on sale of businesses | 823 | 0 | 2,802 | 0 |
Goodwill impairment on business | (32,629) | 0 | (32,629) | 0 |
Loss on investments, net | (16,677) | (3) | (16,677) | (20,835) |
Other income (expense), net | (777) | 9,059 | (293) | 2,183 |
Income before income taxes and income (loss) from equity method investment, net | 23,621 | 59,900 | 82,997 | 66,468 |
Income tax expense | 2,152 | 15,978 | 7,876 | 24,681 |
Income (loss) from equity method investment, net | 5,752 | 5,821 | (18,519) | 10,090 |
Net income | $ 15,717 | $ 38,101 | $ 93,640 | $ 31,697 |
Net income per common share: | ||||
Basic (in usd per share) | $ 0.35 | $ 0.81 | $ 2.10 | $ 0.67 |
Diluted (in usd per share) | $ 0.33 | $ 0.80 | $ 1.98 | $ 0.65 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 44,613,533 | 46,850,944 | 44,506,933 | 47,235,859 |
Diluted (in shares) | 47,528,902 | 47,437,555 | 47,130,979 | 48,279,417 |
Share-based compensation expense | $ 6,251 | $ 6,530 | $ 12,363 | $ 12,843 |
Cost of revenues | ||||
Weighted average shares outstanding: | ||||
Share-based compensation expense | 117 | 143 | 249 | 277 |
Sales and marketing | ||||
Weighted average shares outstanding: | ||||
Share-based compensation expense | 371 | 416 | 732 | 814 |
Research, development and engineering | ||||
Weighted average shares outstanding: | ||||
Share-based compensation expense | 557 | 484 | 1,077 | 915 |
General and administrative | ||||
Weighted average shares outstanding: | ||||
Share-based compensation expense | $ 5,206 | $ 5,487 | $ 10,305 | $ 10,837 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 15,717 | $ 38,101 | $ 93,640 | $ 31,697 |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation adjustment | 3,256 | (169) | (5,168) | (8,883) |
Change in fair value on available-for-sale investments, net of tax expense of zero for the three and six months ended June 30, 2021 and 2020, respectively. | 0 | (163) | 0 | 545 |
Other comprehensive income (loss), net of tax | 3,256 | (332) | (5,168) | (8,338) |
Comprehensive income | $ 18,973 | $ 37,769 | $ 88,472 | $ 23,359 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Tax expense (benefit) for unrealized holding gain (loss) on available-for-sale investments | $ 0 | $ 0 | $ 0 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statement of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 93,640 | $ 31,697 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 130,226 | 104,068 |
Amortization of financing costs and discounts | 14,058 | 14,102 |
Non-cash operating lease costs | 6,714 | 11,453 |
Share-based compensation | 12,363 | 12,843 |
Provision for doubtful accounts | 4,329 | 6,793 |
Deferred income taxes, net | (11,853) | 2,752 |
Gain on sale of businesses | (2,802) | 0 |
Lease asset impairments | 7,829 | 2,141 |
Goodwill impairment on business | 32,629 | 0 |
Changes in fair value of contingent consideration | 562 | (232) |
Foreign currency remeasurement gain | 415 | (704) |
(Income) loss from equity method investments | (18,519) | 10,090 |
Loss on equity and debt investments | 16,677 | 20,826 |
Decrease (increase) in: | ||
Accounts receivable | 65,312 | 63,675 |
Prepaid expenses and other current assets | (7,720) | (4,185) |
Other assets | (701) | (300) |
Increase (decrease) in: | ||
Accounts payable and accrued expenses | (23,438) | (34,682) |
Income taxes payable | (15,123) | 7,376 |
Deferred revenue | 2,499 | (2,698) |
Operating lease liabilities | (13,529) | (10,921) |
Liability for uncertain tax positions | (3,567) | 5,114 |
Other long-term liabilities | 21 | 2,419 |
Net cash provided by operating activities | 290,022 | 241,627 |
Cash flows from investing activities: | ||
Proceeds on sale of available-for-sale investments | 663 | 0 |
Purchases of equity method investment | (11,053) | (26,523) |
Purchases of equity investments | (999) | (843) |
Purchases of property and equipment | (57,766) | (50,537) |
Proceeds from sale of assets | 6,033 | 407 |
Acquisition of businesses, net of cash received | (89,489) | (19,349) |
Purchases of intangible assets | 0 | (23) |
Net cash used in investing activities | (152,611) | (96,868) |
Cash flows from financing activities: | ||
Payment of debt | (2,802) | 0 |
Proceeds from line of credit | 2,811 | 0 |
Repurchase of common stock | (22,934) | (88,469) |
Issuance of common stock under employee stock purchase plan | 4,232 | 3,303 |
Exercise of stock options | 1,331 | 952 |
Deferred payments for acquisitions | (12,934) | (16,296) |
Other | (1,294) | (1,032) |
Net cash used in financing activities | (31,590) | (101,542) |
Effect of exchange rate changes on cash and cash equivalents | (616) | (2,012) |
Net change in cash and cash equivalents | 105,205 | 41,205 |
Cash and cash equivalents at beginning of period | 242,652 | 575,615 |
Cash and cash equivalents at end of period | $ 347,857 | $ 616,820 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive loss |
Beginning balance (in shares) at Dec. 31, 2019 | 47,654,929 | ||||
Beginning balance at Dec. 31, 2019 | $ 1,311,192 | $ 476 | $ 465,652 | $ 891,526 | $ (46,462) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 31,697 | 31,697 | |||
Other Comprehensive Income (Loss), Tax, Portion Attributable to Parent | 173 | ||||
Other comprehensive income, net of tax expense | (8,338) | (8,338) | |||
Exercise of stock options (in shares) | 41,530 | ||||
Exercise of stock options | 952 | 1,583 | (631) | ||
Issuance of shares under employee stock purchase plan (in shares) | 53,694 | ||||
Issuance of shares under employee stock purchase plan | 3,303 | 3,303 | |||
Exercise of 3.25% Convertible Note | (12) | (12) | |||
Vested restricted stock | 0 | $ 3 | (3) | ||
Vested restricted stock (in shares) | (248,001) | ||||
Repurchase and retirement of common stock (in shares) | (1,105,463) | ||||
Repurchase and retirement of common stock | (88,469) | $ (10) | (16,099) | (72,360) | |
Share based compensation | 12,843 | 12,843 | |||
Ending balance (in shares) at Jun. 30, 2020 | 46,892,691 | ||||
Ending balance at Jun. 30, 2020 | 1,263,168 | $ 469 | 467,267 | 850,232 | (54,800) |
Beginning balance (in shares) at Mar. 31, 2020 | 47,113,423 | ||||
Beginning balance at Mar. 31, 2020 | 1,241,081 | $ 471 | 462,430 | 832,648 | (54,468) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 38,101 | 38,101 | |||
Other comprehensive income, net of tax expense | (332) | (332) | |||
Issuance of shares under employee stock purchase plan (in shares) | 53,694 | ||||
Issuance of shares under employee stock purchase plan | 3,303 | 3,303 | |||
Exercise of 3.25% Convertible Note | (12) | (12) | |||
Vested restricted stock | $ 0 | $ 1 | (1) | ||
Vested restricted stock (in shares) | (70,505) | ||||
Repurchase and retirement of common stock (in shares) | (344,931) | ||||
Repurchase and retirement of common stock | $ (25,503) | $ (3) | (4,983) | (20,517) | |
Share based compensation | 6,530 | 6,530 | |||
Ending balance (in shares) at Jun. 30, 2020 | 46,892,691 | ||||
Ending balance at Jun. 30, 2020 | 1,263,168 | $ 469 | 467,267 | 850,232 | (54,800) |
Beginning balance (in shares) at Dec. 31, 2020 | 44,346,630 | ||||
Beginning balance at Dec. 31, 2020 | 1,211,018 | $ 443 | 456,274 | 809,107 | (54,806) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 93,640 | 93,640 | |||
Other comprehensive income, net of tax expense | $ (5,168) | (5,168) | |||
Exercise of stock options (in shares) | 45,351 | 45,351 | |||
Exercise of stock options | $ 1,331 | $ 1 | 1,330 | ||
Issuance of shares under employee stock purchase plan (in shares) | 58,145 | ||||
Issuance of shares under employee stock purchase plan | 4,232 | $ 1 | 4,231 | ||
Exercise of 3.25% Convertible Note (in shares) | 19,033 | ||||
Vested restricted stock | 0 | $ 4 | (4) | ||
Vested restricted stock (in shares) | (434,518) | ||||
Repurchase and retirement of common stock (in shares) | (195,442) | ||||
Repurchase and retirement of common stock | (22,934) | $ (2) | (12,790) | (10,142) | |
Share based compensation | 12,363 | 12,363 | |||
Other, net | 18 | 18 | |||
Ending balance (in shares) at Jun. 30, 2021 | 44,708,235 | ||||
Ending balance at Jun. 30, 2021 | 1,294,500 | $ 447 | 461,422 | 892,605 | (59,974) |
Beginning balance (in shares) at Mar. 31, 2021 | 44,489,399 | ||||
Beginning balance at Mar. 31, 2021 | 1,274,911 | $ 445 | 455,625 | 882,071 | (63,230) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 15,717 | 15,717 | |||
Other Comprehensive Income (Loss), Tax, Portion Attributable to Parent | 0 | ||||
Other comprehensive income, net of tax expense | 3,256 | 3,256 | |||
Exercise of stock options (in shares) | 30,234 | ||||
Exercise of stock options | 887 | 887 | |||
Issuance of shares under employee stock purchase plan (in shares) | 58,145 | ||||
Issuance of shares under employee stock purchase plan | 4,232 | $ 1 | 4,231 | ||
Exercise of 3.25% Convertible Note (in shares) | 19,033 | ||||
Vested restricted stock | $ 0 | $ 2 | (2) | ||
Vested restricted stock (in shares) | (198,579) | ||||
Repurchase and retirement of common stock (in shares) | (87,155) | ||||
Repurchase and retirement of common stock | $ (10,754) | $ (1) | (5,570) | (5,183) | |
Share based compensation | 6,251 | 6,251 | |||
Ending balance (in shares) at Jun. 30, 2021 | 44,708,235 | ||||
Ending balance at Jun. 30, 2021 | $ 1,294,500 | $ 447 | $ 461,422 | $ 892,605 | $ (59,974) |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 10, 2014 | |
Tax expense (benefit) for unrealized holding gain (loss) on available-for-sale investments | $ 0 | $ 0 | $ 0 | $ 0 | |
3.25% Convertible Notes | Convertible Debt | |||||
Stated interest rate | 3.25% |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation J2 Global, Inc., together with its subsidiaries (“J2 Global”, the “Company”, “our”, “us”, or “we”), is a leading provider of internet information and services. Our Digital Media business specializes in the technology, shopping, gaming, and healthcare markets offering content, tools and services to consumers and businesses. Our Cloud Services business provides cloud-based subscription services to consumers and businesses including cloud fax, cybersecurity, privacy and marketing technology. The accompanying interim Condensed Consolidated Financial Statements include the accounts of J2 Global and its direct and indirect wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying interim Condensed Consolidated Financial Statements are unaudited and have been prepared in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X issued by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements although the Company believes that the disclosures made are adequate to make that information not misleading. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been reflected in these interim financial statements. It is suggested that these financial statements be read in conjunction with the audited financial statements and the related notes thereto for the year ended December 31, 2020, included in our Annual Report (Form 10-K) filed with the SEC on March 1, 2021. Accordingly, significant accounting policies and other disclosures normally provided have been omitted since such items are disclosed therein. The results of operations for this interim period are not necessarily indicative of the operating results for the full year or for any future period. Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, including judgments about investment classifications and the reported amounts of net revenue and expenses during the reporting period. The Company believes that its most significant estimates are those related to revenue recognition, valuation and impairment of investments, its assessment of ownership interests as variable interest entities and the related determination of consolidation, share-based compensation expense, fair value of assets acquired and liabilities assumed in connection with business combinations, long-lived and intangible asset impairment, contingent consideration, income taxes and contingencies and allowances for doubtful accounts. On an ongoing basis, management evaluates its estimates based on historical experience and on various other factors that the Company believes to be reasonable under the circumstances. Actual results could materially differ from those estimates due to risks and uncertainties, including uncertainty in the current economic environment due to the novel coronavirus pandemic (“COVID-19”). Allowances for Doubtful Accounts J2 Global maintains an allowance for credit losses for accounts receivable, which is recorded as an offset to accounts receivable and changes in such are classified as general and administrative expenses in the Condensed Consolidated Statements of Operations. The Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when it identifies specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status. It also considers customer-specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. On an ongoing basis, management evaluates the adequacy of these reserves. Revenue Recognition J2 Global recognizes revenue when the Company satisfies its obligation by transferring control of the goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services (see Note 3 - Revenues). Principal vs. Agent The Company determines whether revenue should be reported on a gross or net basis by assessing whether the Company is acting as the principal or an agent in the transaction. If the Company is acting as the principal in a transaction, the Company reports revenue on a gross basis. If the Company is acting as an agent in a transaction, the Company reports revenue on a net basis. In determining whether the Company acts as the principal or an agent, the Company follows the accounting guidance under Topic 606 for principal-agent considerations and assesses: (i) if another party is involved in providing goods or services to the customer and (ii) whether the Company controls the specified goods or services prior to transferring control to the customer. Sales Taxes The Company has made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are (i) both imposed on and concurrent with a specific revenue-producing transaction and (ii) collected by the Company from a customer. Investments The Company accounts for its investments in debt securities in accordance with ASC Topic No. 320, Investments - Debt Securities (“ASC 320”). Debt investments are typically comprised of corporate debt securities, which it classifies as available-for-sale. Available-for-sale securities are carried at fair value with unrealized gains and losses included in other comprehensive income. All debt securities are accounted for on a specific identification basis. The Company’s available-for-sale debt securities are carried at an estimated fair value with any unrealized gains or losses, net of taxes, included in accumulated other comprehensive loss in stockholders’ equity. Available-for-sale debt securities with an amortized cost basis in excess of estimated fair value are assessed to determine what amount of that difference, if any, is caused by expected credit losses. Expected credit losses on available-for-sale debt securities are recognized in loss on investments, net on our Condensed Consolidated Statements of Operations, and any remaining unrealized losses, net of taxes, are included in accumulated comprehensive loss in stockholders’ equity. The Company accounts for its investments in equity securities in accordance with ASC Topic No. 321, Investments - Equity Securities (“ASC 321”) which requires the accounting for equity investments (other than those accounted for using the equity method of accounting) generally be measured at fair value for equity securities with readily determinable fair values. For equity securities without a readily determinable fair value that are not accounted for by the equity method, the Company measures the equity security using cost, less impairment, if any, and plus or minus observable price changes arising from orderly transactions in the same or similar investment from the same issuer. Any unrealized gains or losses will be reported in current earnings (see Note 5 - Investments). The Company assesses whether an other-than-temporary impairment loss on an investment has occurred due to declines in fair value or other market conditions (see Note 5 - Investments). Variable Interest Entities (“VIE”) A VIE requires consolidation by the entity’s primary beneficiary. The Company evaluates its investments in entities in which it is involved to determine if the entity is a VIE and if so, whether it holds a variable interest and is the primary beneficiary. The Company has determined that it holds a variable interest in its investment as a limited partner in the OCV Fund I, LP (“OCV Fund”, “OCV” or the “Fund”). In determining whether the Company is deemed to be the primary beneficiary of the VIE, both of the following characteristics must be present: a) the Company has the power to direct the activities of the VIE that most significantly impacts the VIEs economic performance (the power criterion); and b) the Company has the obligation to absorb losses of the VIE, or the right to receive benefits of the VIE, that could potentially be significant to the VIE (the economic criterion). The Company has concluded that, as a limited partner, although the obligation to absorb losses or the right to benefit from the gains is not insignificant, the Company does not have “power” over OCV because it does not have the ability to direct the significant decisions which impact the economics of OCV. J2 believes that the OCV general partner, as a single decision maker, holds the ability to make the decisions about the activities that most significantly impact the OCV Fund’s economic performance. As a result, the Company has concluded that it will not consolidate OCV, as it is not the primary beneficiary of the OCV Fund, and will account for this investment under the equity-method of accounting. See Note 5, “Investments”. OCV qualifies as an investment company under ASC 946 - Financial Services, Investment Companies (“ASC 946”). Under ASC Topic 323, Investments - Equity Method and Joint Ventures, an investor that holds investments that qualify for specialized industry accounting for investment companies in accordance with ASC 946 should record its share of the earnings or losses, realized or unrealized, as reported by its equity method investees in the Condensed Consolidated Statements of Operations. The Company recognizes its equity in the net earnings or losses relating to the investment in OCV on a one-quarter lag due to the timing and availability of financial information from OCV. If the Company becomes aware of a significant decline in value that is other-than-temporary, the loss will be recorded in the period in which the Company identifies the decline. Impairment or Disposal of Long-Lived Assets J2 Global accounts for long-lived assets, which include property and equipment, operating lease right-of-use assets and identifiable intangible assets with finite useful lives (subject to amortization), in accordance with the provisions of FASB ASC Topic No. 360, Property, Plant, and Equipment (“ASC 360”), which requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparing the carrying amount of an asset to the expected undiscounted future net cash flows generated by the asset. If it is determined that the asset may not be recoverable, and if the carrying amount of an asset exceeds its estimated fair value, an impairment charge is recognized to the extent of the difference. J2 Global assessed whether events or changes in circumstances have occurred that potentially indicate the carrying amount of long-lived assets may not be recoverable. In the second quarter of 2021, the Company recorded an impairment of certain operating right-of-use assets (see Note 10 - Leases). No impairment was recorded in the second quarter of 2020, other than an immaterial impairment associated with a sublease. The Company classifies its long-lived assets to be sold as held for sale in the period (i) it has approved and committed to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable, (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially measures a long-lived asset that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset until the date of sale. Upon designation as an asset held for sale, the Company stops recording depreciation expense on the asset. The Company assesses the fair value of a long-lived asset less any costs to sell at each reporting period and until the asset is no longer classified as held for sale. Business Combinations and Valuation of Goodwill and Intangible Assets J2 Global applies the acquisition method of accounting for business combinations in accordance with GAAP and uses estimates and judgments to allocate the purchase price paid for acquisitions to the fair value of the assets, including identifiable intangible assets, and liabilities acquired. Such estimates may be based on significant unobservable inputs and assumptions such as, but not limited to, revenue growth rates, gross margins, customer attrition rates, royalty rates, discount rates and terminal growth rate assumptions. J2 Global uses established valuation techniques and may engage reputable valuation specialists to assist with the valuations. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Fair values are subject to refinement for up to one year after the closing date of an acquisition as information relative to closing date fair values becomes available. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Intangible assets resulting from the acquisitions of entities accounted for using the acquisition method of accounting are recorded at the estimated fair value of the assets acquired. Identifiable intangible assets are comprised of purchased customer relationships, trademarks and trade names, developed technologies and other intangible assets. Intangible assets subject to amortization are amortized over the period of estimated economic benefit ranging from 1 to 20 years and are included in general and administrative expenses on the Condensed Consolidated Statements of Operations. The Company evaluates its goodwill and indefinite-lived intangible assets for impairment pursuant to FASB ASC Topic No. 350, Intangibles - Goodwill and Other (“ASC 350”), which provides that goodwill and other intangible assets with indefinite lives are not amortized but tested annually for impairment or more frequently if J2 Global believes indicators of impairment exist. In connection with the annual impairment test for goodwill, the Company has the option to perform a qualitative assessment in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then it performs the impairment test upon goodwill. The impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. The Company generally determines the fair value of its reporting units using the income approach methodology of valuation. If the carrying value of a reporting unit exceeds the reporting unit’s fair value, an impairment loss is recognized for the difference. In the second quarter of 2021, the Company recorded an impairment to goodwill associated with the plan to sell the Company’s B2B Backup business (see Note 6 – Assets Held for Sale). No impairment was recorded in the second quarter of 2020. In the first quarter of 2021, the Company changed the annual goodwill impairment assessment date for the Cloud Services business from September 30 to October 1, as it determined this date is preferable, and concluded this was not a material change in accounting principal. Contingent Consideration Certain of J2 Global’s acquisition agreements include contingent earn-out arrangements, which are generally based on the achievement of future income thresholds or other metrics. The contingent earn-out arrangements are based upon the Company’s valuations of the acquired companies and reduce the risk of overpaying for acquisitions if the projected financial results are not achieved. The fair values of these earn-out arrangements are included as part of the purchase price of the acquired companies on their respective acquisition dates. For each transaction, the Company estimates the fair value of contingent earn-out payments as part of the initial purchase price and records the estimated fair value of contingent consideration as a liability on the Condensed Consolidated Balance Sheets. J2 Global considers several factors when determining that contingent earn-out liabilities are part of the purchase price, including the following: (1) the valuation of our acquisitions is not supported solely by the initial consideration paid, and the contingent earn-out formula is a critical and material component of the valuation approach to determining the purchase price; and (2) the former shareholders of acquired companies that remain as key employees receive compensation other than contingent earn-out payments at a reasonable level compared with the compensation of the Company’s other key employees. The contingent earn-out payments are not affected by employment termination. J2 Global measures the contingent earn-out liabilities in connection with acquisitions at fair value on a recurring basis using significant unobservable inputs classified within Level 3 of the fair value hierarchy (see Note 7 - Fair Value Measurements). The Company may use various valuation techniques depending on the terms and conditions of the contingent consideration including a Monte-Carlo simulation. This simulation uses a probability distribution for each significant input to produce hundreds or thousands of possible outcomes and the results are analyzed to determine probabilities of different outcomes occurring. Significant increases or decreases to these inputs in isolation would result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent earn-out obligation. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate and the amount paid will be recorded in earnings. The amount paid that is less than or equal to the liability on the acquisition date is reflected as cash used in financing activities in its Condensed Consolidated Statements of Cash Flows. Any amount paid in excess of the liability on the acquisition date is reflected as cash used in operating activities. J2 Global reviews and re-assesses the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could be materially different from the initial estimates or prior quarterly amounts. Changes in the estimated fair value of its contingent earn-out liabilities are reported in general and administrative expenses on the Condensed Consolidated Statements of Operations. Income Taxes J2 Global’s income is subject to taxation in both the U.S. and numerous foreign jurisdictions. Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. J2 Global establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves for tax contingencies are established when the Company believes that certain positions might be challenged despite the Company’s belief that its tax return positions are fully supportable. J2 Global adjusts these reserves in light of changing facts and circumstances, such as the outcome of a tax audit or lapse of a statute of limitations. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate. J2 Global accounts for income taxes in accordance with FASB ASC Topic No. 740, Income Taxes (“ASC 740”), which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the net deferred tax assets will not be realized. The valuation allowance is reviewed quarterly based upon the facts and circumstances known at the time. In assessing this valuation allowance, J2 Global reviews historical and future expected operating results and other factors, including its recent cumulative earnings experience, expectations of future taxable income by taxing jurisdiction and the carryforward periods available for tax reporting purposes, to determine whether it is more likely than not that deferred tax assets are realizable. ASC 740 provides guidance on the minimum threshold that an uncertain income tax benefit is required to meet before it can be recognized in the financial statements and applies to all income tax positions taken by a company. ASC 740 contains a two-step approach to recognizing and measuring uncertain income tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. If it is not more likely than not that the benefit will be sustained on its technical merits, no benefit will be recorded. Uncertain income tax positions that relate only to timing of when an item is included on a tax return are considered to have met the recognition threshold. J2 Global recognized accrued interest and penalties related to uncertain income tax positions in income tax expense on its Condensed Consolidated Statements of Operations. In addition, on March 27, 2020, the “Coronavirus Aid, Relief and Economic Security (CARES) Act” was enacted into law and provides for changes to various tax laws that impact businesses. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act also appropriated funds for the Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) loans that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. The Company did not seek to borrow any funds under the program. However, as a result of an acquisition that closed during the quarter ended December 31, 2020, the Company assumed outstanding PPP loans that had started the process of being forgiven prior to the closing of the acquisition. During the second quarter of 2021, the Company received approval from the SBA to forgive the entire amount of the outstanding PPP Loan. The amount forgiven did not have a significant impact to the Company’s financial statements. The Company does not believe these provisions have a significant impact to our current and deferred income tax balances. The Company will benefit from the technical correction to tax depreciation related to qualified improvement property and has elected to defer income tax payments and employer side social security payments where eligible. Share-Based Compensation J2 Global accounts for share-based awards to employees and non-employees in accordance with the provisions of FASB ASC Topic No. 718, Compensation - Stock Compensation (“ASC 718”). Accordingly, J2 Global measures share-based compensation expense at the grant date, based on the fair value of the award, and recognizes the expense over the employee’s requisite service period using the straight-line method. The measurement of share-based compensation expense is based on several criteria, including but not limited to the valuation model used and associated input factors, such as expected term of the award, stock price volatility, risk free interest rate, dividend rate and award cancellation rate. These inputs are subjective and are determined using management’s judgment. If differences arise between the assumptions used in determining share-based compensation expense and the actual factors, which become known over time, J2 Global may change the input factors used in determining future share-based compensation expense. Any such changes could materially impact the Company’s results of operations in the period in which the changes are made and in periods thereafter. The Company estimates the expected term based upon the historical exercise behavior of its employees. Reclassifications Certain prior year reported amounts have been reclassified to conform to the 2021 presentation. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The Company adopted this ASU in the first quarter of 2021 and has identified no material effect on its financial statements or disclosures. In January 2020, the FASB issued ASU No. 2020-01, Investments - Equity Securities (Topic 321), Investment - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The amendments in this ASU clarify certain interactions between the guidance to account for certain equity securities under Topic 321, the guidance to account for investments under the equity method of accounting in Topic 323, and the accounting for certain forward contracts and purchased options under Topic 815. This ASU identifies two main areas for improvement: (1) accounting for certain equity securities upon the application or discontinuation of the equity method of accounting and (2) scope considerations for forward contracts and purchased options on certain securities. The amendment states, as it is related to the first area of improvement, that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. The amendment also states, as it is relates to forward contracts and purchased options on certain securities, an entity should consider certain criteria to determine the accounting for those forward contracts and purchased options. The Company adopted this ASU in the first quarter of 2021 and has identified no effect on its financial statements or disclosures. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this ASU provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. LIBOR is expected to phased out by 2021. The amendments in this ASU are effective as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the effect of this ASU on its financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendments in this ASU reduce the number of accounting models for convertible debt instruments and convertible preferred stock in order to simplify the accounting for convertible instruments and reduce complexity. In addition, it amends the guidance for scope exception surrounding derivatives for contracts in an entity’s own equity. In each case, the related guidance surrounding EPS has also been amended. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. The Company is currently evaluating the effect of this ASU on its financial statements and related disclosures. |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues Digital Media Digital Media revenues are earned primarily from the delivery of advertising services, from subscriptions to services and information. Revenue is earned from the delivery of advertising services on the Company’s owned and operated websites and on those websites that are part of Digital Media’s advertising network. Depending on the individual contracts with the customer, revenue for these services are recognized over the contract period when any of the following performance obligations are satisfied: (i) when an advertisement is placed for viewing, (ii) when a qualified sales lead is delivered, (iii) when a visitor “clicks through” on an advertisement or (iv) when commissions are earned upon the sale of an advertised product. Revenue from subscriptions is earned through the granting of access to, or delivery of, data products or services to customers. Subscriptions cover video games and related content, health information, data and other copyrighted material. Revenues under such agreements are recognized over the contract term for use of the service. Revenues are also earned from listing fees, subscriptions to online publications, and from other sources. Subscription revenues are recognized over time. J2 Global generates Digital Media revenues through the license of certain assets to clients. Assets are licensed for clients’ use in their own promotional materials or otherwise. Such assets may include logos, editorial reviews, or other copyrighted material. Revenues under such license agreements are recognized over the contract term for use of the asset. Technology assets are also licensed to clients. These assets are recognized over the term of the access period. The Digital Media business also generates revenue from other sources which include marketing and production services. Such other revenues are generally recognized over the period in which the products or services are delivered. J2 Global also generates Digital Media revenues from transactions involving the sale of perpetual software licenses, related software support and maintenance, hardware used in conjunction with its software, and other related services. Revenue is recognized for these software transactions with multiple performance obligations after (i) the Company has had an approved contract and is committed to perform the respective obligations and (ii) the Company can identify and quantify each obligation and its respective selling price. Once the respective performance obligations have been identified and quantified, revenue will be recognized when the obligations are met, either over time or at a point in time depending on the nature of the obligation. Revenues from software license performance obligations are generally recognized upfront at the point in time that the software is made available to the customer to download and use. Revenues for related software support and maintenance performance obligations are related to technical support provided to customers as needed and unspecified software product upgrades, maintenance releases and patches during the term of the support period when they are available. The Company is obligated to make the support services available continuously throughout the contract period. Therefore, revenues for support contracts are generally recognized ratably over the contractual period the support services are provided. Hardware product and related software performance obligations, such as an operating system or firmware, are highly interdependent and interrelated and are accounted for as a bundled performance obligation. The revenues for this bundled performance obligation are generally recognized at the point in time that the hardware and software products are delivered and ownership is transferred to the customer. Other service revenues are generally recognized over time as the services are performed. The Company records revenue on a gross basis with respect to revenue generated (i) by the Company serving online display and video advertising across its owned and operated web properties, on third-party sites or on unaffiliated advertising networks, (ii) through the Company’s lead-generation business and (iii) through the Company’s subscriptions. The Company records revenue on a net basis with respect to revenue paid to the Company by certain third-party advertising networks who serve online display and video advertising across the Company’s owned-and-operated web properties and certain third-party sites. Cloud Services The Company’s Cloud Services revenues substantially consist of monthly recurring subscription and usage-based fees, which are primarily paid in advance by credit card. The Company defers the portions of monthly, quarterly, semi-annually and annually recurring subscription and usage-based fees collected in advance of the satisfaction of performance obligations and recognizes them in the period earned. Along with our numerous proprietary Cloud Services solutions, the Company also generates revenues by reselling various third-party solutions, primarily through our email security and online backup lines of business. These third-party solutions, along with our proprietary products, allow the Company to offer customers a variety of solutions to better meet their needs. The Company records revenue on a gross basis with respect to reseller revenue because the Company has control of the specified good or service prior to transferring control to the customer. Revenues from external customers classified by revenue source are as follows (in thousands): Three Months Ended Six Months Ended Digital Media 2021 2020 2021 2020 Advertising $ 196,888 $ 120,919 $ 371,012 $ 236,184 Subscription 54,168 41,720 105,049 87,148 Other 2,921 1,348 4,789 3,346 Total Digital Media revenues $ 253,977 $ 163,987 $ 480,850 $ 326,678 Cloud Services Subscription $ 175,268 $ 167,040 $ 346,605 $ 336,788 Other 91 18 183 54 Total Cloud Services revenues $ 175,359 $ 167,058 $ 346,788 $ 336,842 Corporate $ — $ — $ — $ 1 Elimination of inter-segment revenues (292) (61) (410) (144) Total Revenues $ 429,044 $ 330,984 $ 827,228 $ 663,377 Timing of revenue recognition Point in time $ 11,097 $ 4,473 $ 17,062 $ 10,970 Over time 417,947 326,511 810,166 652,407 Total $ 429,044 $ 330,984 $ 827,228 $ 663,377 The Company has recorded $50.5 million and $45.0 million of revenue for the three months ended June 30, 2021 and 2020, respectively, and $129.4 million and $113.5 million of revenue for the six months ended June 30, 2021 and 2020, respectively, which was previously included in the deferred revenue balance as of the beginning of each respective year. As of June 30, 2021, the Company acquired $5.7 million in deferred revenue in connection with the Company’s business acquisitions (see Note 4 - Business Acquisitions) which are subject to purchase accounting adjustments. Performance Obligations The Company’s contracts with customers may include multiple performance obligations. For such arrangements, revenues are allocated to each performance obligation based on its relative standalone selling price. The Company satisfies its performance obligations within the Digital Media business upon delivery of services to its customers. In addition, the Company provides content to its advertising partners which the Company sells to its partners’ customer base and receives a revenue share based on the terms of the agreement. The Company satisfies its performance obligations within the Cloud Services business upon delivery of services to its customers. Payment terms vary by type and location of our customers and the services offered. The term between invoicing and when payment is due is not significant. Due to the nature of the services provided, there are no obligations for returns. Significant Judgments In determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Judgment is also required to determine the standalone selling price for each distinct performance obligation. Performance Obligations Satisfied Over Time The Company’s Digital Media business consists primarily of performance obligations that are satisfied over time. This was determined based on a review of the contracts and the nature of the services offered, where the customer simultaneously receives and consumes the benefit of the services provided. Satisfaction of these performance obligations is evidenced in the following ways: Advertising • Website reporting by the Company, the customer, or a third-party contains the delivery evidence needed to satisfy the performance obligations within the advertising contract • Successfully delivered leads are evidenced by either delivery reports from the Company’s internal lead management systems or through e-mail communication and/or other evidence of delivery showing acceptance of leads by the customer • Commission is evidenced by direct site reporting from the affiliate or via direct confirmation from the customer Subscription • Evidence of delivery is contained in the Company’s systems or from correspondence with the customer which tracks when a customer accepts delivery of any assets, digital keys or download links The Company has concluded revenue is recognized based on delivery of services over the contract period for advertising and on a straight-line basis over the contract period for subscriptions. The Company believes that the methods described are a faithful depiction of the transfer of goods and services. The Company’s Cloud Services business consists primarily of performance obligations that are satisfied over time. This has been determined based on the fact that the nature of services offered are subscription based and include fax, voice, backup, security, CPP, and email marketing products where the customer simultaneously receives and consumes the benefit of the services provided regardless of whether the customer uses the services or not. Depending on the individual contracts with the customer, revenue for these services are recognized over the contract period when any of the following materially distinct performance obligations are satisfied: • Faxing capabilities are provided • Voice services are provided • Email marketing services are provided • Consumer privacy services are provided • Security solutions, including email and endpoint are provided • Online data backup capabilities are provided The Company has concluded that the best measure of progress toward the complete satisfaction of the performance obligation over time is a time-based measure. The Company recognizes revenue on a straight-line basis throughout the subscription period and believes that the method used is a faithful depiction of the transfer of goods and services. Performance Obligations Satisfied at a Point in Time The Company’s Digital Media business has technology subscriptions that have standalone functionality. As a result, they are considered to be functional intellectual property where the performance obligations are satisfied at a point in time. This is evidenced once a digital key is delivered to the customer. Once the key is delivered to the customer, the customer has full control of the technology and the Company has no further performance obligations. The Company has concluded that revenue is recognized once the digital key is delivered. The Company believes that this method is a faithful depiction of the transfer of goods and services. Practical Expedients Existence of a Significant Financing Component in a Contract As a practical expedient, the Company has not assessed whether a contract has a significant financing component because the Company expects at contract inception that the period between payment by the customer and the transfer of promised goods or services by the Company to the customer will be one year or less. In addition, the Company has determined that the payment terms that the Company provides to its customers are structured primarily for reasons other than the provision of finance to the Company. The Company typically charges a single upfront amount for the services because other payment terms would affect the nature of the risk assumed by the Company to provide service given the costs of the customer acquisition and the highly competitive and commoditized nature of the business we operate which allows customers to easily move from one provider to another. This additional risk may make it uneconomical to provide the service. Costs to Fulfill a Contract The Company’s revenues are primarily generated from customer contracts that are for one year or less. Costs primarily consist of incentive compensation paid based on the achievements of sales targets in a given period for related revenue streams and are recognized in the month when the revenue is earned. Incentive compensation is paid on the issuance or renewal of the customer contract. As a practical expedient, for amortization periods which are determined to be one year or less, the Company expenses any incremental costs of obtaining the contract with a customer when incurred. For those customers with amortization periods determined to be greater than one year, the Company capitalizes and amortizes the expenses over the period of benefit. In addition, the Company partners with various affiliates in order to generate a portion of its revenue for certain lines of business. The commissions earned by the Company’s affiliates are incentive based and are paid on the acquisition of new customers in a given period. For those customers with amortization periods determined to be greater than one year, the Company capitalizes and amortizes the expenses over the period of benefit. Revenues Invoiced The Company has applied the practical expedient for certain revenue streams to exclude the value of remaining performance obligations for (i) contracts with an original expected term of one year or less or (ii) contracts for which the Company recognizes revenue in proportion to the amount it has the right to invoice for services performed. |
Business Acquisitions
Business Acquisitions | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisitions | Business Acquisitions The Company uses acquisitions as a strategy to grow its customer base by increasing its presence in new and existing markets, expand and diversify its service offerings, enhance its technology, and acquire skilled personnel. The Company completed the following acquisitions during the first six months of fiscal 2021, paying the purchase price in cash in each transaction: (a) an asset purchase of DailyOM, acquired on April 30, 2021, a California-based-based provider of health and wellness digital media, content and learning business; (b) a share purchase of SEOmoz, acquired on June 4, 2021, a Seattle-based provider of search engine optimization (“SEO”) solutions; and (c) an immaterial Digital Media acquisition. The Condensed Consolidated Statement of Operations since the date of each acquisition and balance sheet as of June 30, 2021, reflect the results of operations of all 2021 acquisitions. For the six months ended June 30, 2021, these acquisitions contributed $5.8 million to the Company’s revenues. Net income contributed by these acquisitions was not separately identifiable due to J2 Global’s integration activities and is impracticable to provide. Total consideration for these transactions was $91.8 million net of cash acquired and assumed liabilities and is subject to certain post-closing adjustments which may increase or decrease the final consideration paid. Assets and Liabilities Valuation Accounts receivable $ 3,953 Prepaid expenses and other current assets 1,569 Property and equipment 1,838 Operating lease right-of-use assets, noncurrent 5,888 Trade names 11,514 Customer relationship 5,000 Goodwill 53,013 Other intangibles 29,801 Deferred tax asset 230 Accounts payable and accrued expenses (2,207) Deferred revenue (5,664) Operating lease liabilities, noncurrent (7,191) Deferred tax liability (4,238) Other long-term liabilities (1,726) Total $ 91,780 During the six months ended June 30, 2021, the purchase price accounting has been finalized for EDC Systems Inc. (operating under the name “SRFax”) and other immaterial Digital Media and Cloud Services businesses. The initial accounting for the 2021 acquisitions are incomplete and subject to change. J2 Global has recorded provisional amounts which may be based upon past acquisitions with similar attributes for certain intangible assets (including trade names, software and customer relationships), preliminary acquisition date working capital and related tax items. During the six months ended June 30, 2021, the Company recorded adjustments to the initial working capital and to the purchase accounting due to the finalization of prior period acquisitions in the Digital Media business, which resulted in a net increase in goodwill of $2.6 million. In addition, the Company recorded adjustments to the initial working capital and to the purchase accounting due to the finalization of prior period acquisitions in the Voice, Backup, Security and CPP businesses which resulted in an immaterial adjustment in goodwill. (see Note 8 - Goodwill and Intangible Assets). Such adjustments had an immaterial impact on the amortization expense within the Condensed Consolidated Statement of Operations for the six months ended June 30, 2021. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and represents intangible assets that do not qualify for separate recognition. Goodwill recognized associated with these acquisitions during the six months ended June 30, 2021 is $53.0 million, of which $14.1 million is expected to be deductible for income tax purposes. Pro Forma Financial Information for All 2021 Acquisitions The following unaudited pro forma supplemental information is based on estimates and assumptions that J2 Global believes to be reasonable. However, this information is not necessarily indicative of the Company’s consolidated results of income in future periods or the results that actually would have been realized had J2 Global and the acquired businesses been combined companies during the periods presented. These pro forma results exclude any savings or synergies that would have resulted from these business acquisitions had they occurred on January 1, 2020. This unaudited pro forma supplemental information includes incremental intangible asset amortization and other charges as a result of the acquisitions, net of the related tax effects. The supplemental information on an unaudited pro forma financial basis presents the combined results of J2 Global and its 2021 acquisitions as if each acquisition had occurred on January 1, 2020 (in thousands, except per share amounts): Six Months Ended 2021 2020 (unaudited) (unaudited) Revenues $ 856,052 $ 698,299 Net income $ 95,335 $ 32,803 EPS - Basic $ 2.14 $ 0.69 EPS - Diluted $ 2.02 $ 0.67 |
Investments
Investments | 6 Months Ended |
Jun. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Investments consist of equity and debt securities. The Company determined the equity securities that were received as part of the consideration for the sale of Tea Leaves Health, LLC (“Tea Leaves”) in fiscal year 2017 are without a readily determinable fair value because these securities are privately held, not traded on any public exchanges and not an investment in a mutual fund or similar investment. As a result, management has elected to alternatively measure this investment at cost, less impairment, adjusted for subsequent observable price changes to estimate fair value. The Company will make a “reasonable effort” to identify any observable price changes for identical or similar investments with the issuer that are known are can be reasonably known. Any changes in the carrying value of the equity securities will be reported in current earnings as (gain) loss on investments, net. In addition, the Company determined that the shares of redeemable preferred stock that were also received as part of the consideration for the sale of Tea Leaves are corporate debt securities and are classified as available-for-sale securities. These debt securities were subsequently exchanged in a non-cash transaction in the first quarter of 2020. Furthermore, the COVID-19 pandemic has had an adverse impact on the global financial markets. A prolonged adverse impact of the COVID-19 pandemic could result in a decline in the equity and debt securities estimated fair value and, thus, a resulting charge to earnings in a future period. The following table summarizes the gross unrealized gains and losses and estimated fair values for the Company’s securities without a readily determinable fair value (in thousands): Cost Impairment Adjustments Reported Amount June 30, 2021 Equity securities $ 31,779 $ (16,677) $ (479) $ 14,623 Total $ 31,779 $ (16,677) $ (479) $ 14,623 December 31, 2020 Equity securities $ 50,384 $ (19,605) $ (479) $ 30,300 Total $ 50,384 $ (19,605) $ (479) $ 30,300 During the second quarter of 2021, the Company recorded a $16.7 million impairment loss on investments related to a decline in value due to a pending sales transaction of an investee. The Company is not expected to recover the recorded cost of these securities and has reduced such amount to what the Company expects to receive as a result of the sale. During the first six months of 2020, the Company recorded a loss on investments of $20.8 million, which consists of the following: 1. an impairment loss of $19.6 million due to changes in the investee’s capital structure and overall market volatility; 2. a loss on exchange of redeemable preferred stock, in the amount of $4.4 million, that that was previously classified as available-for-sale corporate debt securities for a new series of preferred stock classified as equity securities; partially offset by 3. a recognized gain of $3.2 million due to the Company’s purchase of preferred stock for $0.8 million. Impairment losses, including gains and losses, are recorded in loss on investments, net on the Condensed Consolidated Statements of Operations. At June 30, 2021, cumulative impairment losses on these securities were $40.5 million. The following table summarizes the gross unrealized gains and losses and fair values for investments classified as available-for-sale investments (in thousands): Amortized Gross Gross Fair June 30, 2021 Corporate debt securities $ — $ — $ — $ — Total $ — $ — $ — $ — December 31, 2020 Corporate debt securities $ 511 $ 152 $ — $ 663 Total $ 511 $ 152 $ — $ 663 The Company’s available-for-sale debt securities are carried at fair value, with the unrealized gains and losses reported as a component of other comprehensive income. The following table summarizes J2 Global’s corporate debt securities designated as available-for-sale, classified by the contractual maturity date of the security (in thousands): June 30, 2021 December 31, 2020 Due within 1 year $ — $ 663 Due within more than 1 year but less than 5 years — — Due within more than 5 years but less than 10 years — — Due 10 years or after — — Total $ — $ 663 Recognition and Measurement of Credit Loss of Debt Securities The Company adopted ASU 2016-13, Financial Instrument-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments in the first quarter of 2020. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. This ASU also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded though an allowance for credit losses rather than a reduction in amortized cost basis of the securities. These changes will result in earlier recognition of credit losses, if any. The Company’s available-for-sale debt securities are carried at estimated fair value with any unrealized gains and losses, net of taxes, included in accumulated other comprehensive loss in stockholders’ equity. Available- for-sale debt securities with an amortized cost basis in excess of estimated fair value are assessed to determine what amount of that difference, if any, is caused by expected credit losses. Expected credit losses on available-for-sale debt securities are recognized in other (income) expense, net on our Condensed Consolidated Statements of Operations, and any remaining unrealized losses, net of taxes, are included in accumulated other comprehensive loss in stockholders’ equity. There were no investments in an unrealized loss position as of December 31, 2020. As of December 31, 2020, the Company did not recognize any credit losses related to debt securities. On September 25, 2017, the Company entered into a commitment to invest $200 million (approximately 76.6% of equity) in the OCV Fund. The primary purpose of the Fund is to provide a limited number of select investors with the opportunity to realize long-term appreciation from public and private companies, with a particular focus on the technology and life science industries. The general activities of the OCV Fund is to buy, sell, hold and otherwise invest in securities of every kind and nature and rights and options with respect thereto, including, without limitation, stock, notes, bonds, debentures and evidence of indebtedness; to exercise all rights, powers, privileges and other incidents of ownership or possession with respect to securities held or owned by the OCV Fund; to enter into, make and perform all contracts and other undertakings; and to engage in all activities and transactions as may be necessary, advisable or desirable to carry out the foregoing. The manager, OCV Management, LLC, and general partner of the Fund are entities with respect to which Richard S. Ressler, Chairman of the Board of Directors (the “Board”) of the Company, is indirectly the majority equity holder and a related party. As a limited partner in the Fund, the Company will pay an annual management fee to the manager equal to 2.0% (reduced by 10% each year beginning with the sixth year) of capital commitments. In addition, subject to the terms and conditions of the Fund’s limited partnership agreement, once the Company has received distributions equal to its invested capital, the Fund’s general partner would be entitled to a carried interest equal to 20%. The Fund has a six year investment period, subject to certain exceptions. The commitment was approved by the Audit Committee of the Board in accordance with the Company’s related-party transaction approval policy. In the first six months of 2021, the Company received capital call notices from the management of OCV Management, LLC for $11.1 million, inclusive of certain management fees, of which $10.1 million has been paid for the six months ended June 30, 2021. In the first six months of 2020, the Company received capital call notices from the management of OCV Management, LLC for $26.5 million, inclusive of certain management fees, of which $26.5 million had been paid for the six months ended June 30, 2020. The Company recognizes its equity in the net earnings or losses relating to the investment in OCV on a one-quarter lag due to the timing and availability of financial information from OCV. If the Company becomes aware of a significant decline in value that is other-than-temporary, the loss will be recorded in the period in which the Company identifies the decline. During the three months ended June 30, 2021 and 2020, the Company recognized an investment loss of $(5.8) million and $(5.8) million, net of tax benefit, respectively, and during the six months ended June 30, 2021 and 2020, the Company recognized an investment gain (loss) $18.5 million and $(10.1) million, net of tax (benefit) expense, respectively. The fiscal 2021 gain was primarily the result of gains in the underlying investments. The fiscal 2020 loss was primarily a result of the impairment of two of its investments as a result of COVID-19 in the amount of $7.0 million, net of tax benefit. In addition, The Company recognized an investment loss in the amount of $3.1 million, net of tax benefit. The loss is presented in the Company’s Condensed Consolidated Statement of Operations as income (loss) from equity method investment, net. During the three months ended June 30, 2021 and 2020, the Company recognized management fees of $0.8 million and $0.8 million, net of tax benefit, respectively, and for the six months ended June 30, 2021 and 2020, the Company recognized management fees of $1.5 million and $1.5 million, net of tax benefit, respectively. The following table discloses the carrying amount for the Company’s equity method investment (in thousands): June 30, 2021 December 31, 2020 Equity method investment $ 102,773 $ 67,195 Maximum exposure to loss $ 102,773 $ 67,195 As a limited partner, the Company’s maximum exposure to loss is limited to its proportional ownership in the partnership. In addition, the Company is not required to contribute capital in an aggregate amount in excess of its capital commitment and any expected losses will not be in excess of the Capital Account. Finally, there are no call or put options, or other types of arrangements, which limit the Company’s ability to participate in losses and returns of the Fund. |
Assets Held for Sale
Assets Held for Sale | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held For Sale | Assets-Held-For-Sale The Company classifies assets-held-for-sale when management approves and commits to a formal plan of sale with the expectation the sale will be completed within one year. The net assets of the business held for sale are then recorded at the lower of their current carrying value or the fair market value, less costs to sell. During the first quarter of 2021, the Company committed to a plan to sell certain Voice assets in the United Kingdom as they were determined to be non-core assets. Such assets are recorded within the Voice, Backup, Security, and CPP reportable segment. On February 9, 2021, in a cash transaction, the Company sold the Voice assets. As of June 30, 2021, the total gain recognized on the sale was $2.8 million which was recorded in gain on sale of businesses on the Condensed Consolidated Statement of Operations. During the first quarter of 2021, the Company committed to a plan to sell its B2B Backup business as it was determined to be a non-core business. The business is recorded within the Voice, Backup, Security, and CPP reportable segment. During the second quarter of 2021, the Company received an offer to purchase the B2B Backup business. Management has determined that the fair value of the business less cost to sell is lower than its carrying amount. As a result, the Company recorded an impairment to goodwill of $32.6 million which was recorded in impairment of business on the Condensed Consolidated Statement of Operations (see Note 8 - Goodwill and Intangible Assets). The following table presents information related to the assets and liabilities that were classified as held for sale in our Condensed Consolidated Balance Sheet (in thousands): June 30, 2021 Accounts receivable, net of allowance of $346 $ 6,513 Prepaid expenses and other current assets 2,426 Property and equipment, net 10,161 Operating lease right-of-use assets 15,181 Trade names, net 3,886 Customer relationships, net 8,131 Goodwill 48,632 Other purchased intangibles, net 776 Deferred income taxes, noncurrent 11,326 Other assets 94 Total assets held for sale $ 107,126 Accounts payable and accrued expenses $ 2,720 Income taxes payable, current 155 Deferred revenue, current 2,650 Operating lease liabilities, current 2,875 Other current liabilities 393 Deferred revenue, noncurrent 4 Operating lease liabilities, noncurrent 11,915 Deferred income taxes, noncurrent 563 Other long-term liabilities 170 Total liabilities held for sale $ 21,445 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements J2 Global complies with the provisions of ASC 820, which defines fair value, provides a framework for measuring fair value and expands the disclosures required for fair value measurements of financial and non-financial assets and liabilities. ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: § Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. § Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. § Level 3 – Unobservable inputs which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company’s money market funds are classified within Level 1. The Company values these Level 1 investments using quoted market prices. The fair value of long-term debt is determined using recent quoted market prices or dealer quotes for each of the Company’s instruments, which are Level 1 inputs. The fair value of the Company’s debt instruments at June 30, 2021 and December 31, 2020 was $2.3 billion and $2.0 billion, respectively (see Note 9 - Debt). Certain of the Company’s debt securities are classified within Level 2. The Company values these Level 2 investments based on model-driven valuations using significant inputs derived from or corroborated by observable market data. The Company classifies its contingent consideration liability in connection with acquisitions within Level 3 because factors used to develop the estimated fair value are unobservable inputs, such as volatility and market risks, and are not supported by market activity. For similar reasons, certain of the Company’s available-for-sale debt securities are classified within Level 3. The valuation approaches used to value the Level 3 investments consider unobservable inputs in the market such as time to liquidity, volatility, dividend yield, and breakpoints. Significant increases or decreases in either of the inputs in isolation would result in a significantly lower or higher fair value measurement. The following table presents the fair values, valuation techniques, unobservable inputs, and ranges of the Company’s financial liabilities categorized within Level 3. The weighted averages below are a product of the unobservable input and fair value of the contingent consideration arrangement as of June 30, 2021. Valuation Technique Unobservable Input Range Weighted Average Contingent Consideration Option-Based Model Risk free rate 2.2% 2.2 % Debt spread 0.0% - 74.7% 17.7 % Probabilities 100.0% 100.0 % Present value factor 2.2% - 3.9% 3.3 % Discount rate 38.0% 38.0 % The following tables present the fair values of the Company’s financial assets or liabilities that are measured at fair value on a recurring basis (in thousands): June 30, 2021 Level 1 Level 2 Level 3 Fair Value Carrying Value Assets: Cash equivalents: Money market and other funds $ 10,407 $ — $ — $ 10,407 $ 10,407 Corporate debt securities — — — — — Total assets measured at fair value $ 10,407 $ — $ — $ 10,407 $ 10,407 Liabilities: Contingent consideration $ — $ — $ 5,582 $ 5,582 $ 5,582 Debt 2,302,633 — — 2,302,633 1,591,861 Total liabilities measured at fair value $ 2,302,633 $ — $ 5,582 $ 2,308,215 $ 1,597,443 December 31, 2020 Level 1 Level 2 Level 3 Fair Value Carrying Value Assets: Cash equivalents: Money market and other funds $ 10,413 $ — $ — $ 10,413 $ 10,413 Corporate debt securities — 663 — 663 663 Total assets measured at fair value $ 10,413 $ 663 $ — $ 11,076 $ 11,076 Liabilities: Contingent consideration $ — $ — $ 9,094 $ 9,094 $ 9,094 Debt 1,960,527 — — 1,960,527 1,579,021 Total liabilities measured at fair value $ 1,960,527 $ — $ 9,094 $ 1,969,621 $ 1,588,115 The following table presents a reconciliation of the Company’s Level 3 financial liabilities related to contingent consideration that are measured at fair value on a recurring basis (in thousands): Level 3 Affected line item in the Statement of Operations Balance as of January 1, 2021 $ 9,094 Contingent consideration 1,754 Total fair value adjustments reported in earnings 562 General and administrative Contingent consideration payments (5,828) Not applicable Balance as of June 30, 2021 $ 5,582 In connection with the Company’s acquisition activity, contingent consideration of up to $5.8 million may be payable upon achieving certain revenue, and/or unique visitor thresholds and had a combined fair value of $5.6 million and $9.1 million at June 30, 2021 and December 31, 2020, respectively. Due to the achievement of certain thresholds, $5.8 million was paid in the first six months of 2021. During the six months ended June 30, 2021, the Company recorded an increase in the fair value of the contingent consideration of $0.6 million and reported such increase in general and administrative expenses. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination and is assigned to the reporting unit that is expected to benefit from the synergies of the combination. Intangible assets resulting from the acquisitions of entities accounted for using the acquisition method of accounting are recorded at the estimated fair value of the assets acquired. Identifiable intangible assets are comprised of purchased customer relationships, trademarks and trade names, developed technologies and other intangible assets. The fair values of these identified intangible assets are based upon expected future cash flows or income, which take into consideration certain assumptions such as customer turnover, trade names and patent lives. These determinations are primarily based upon the Company’s historical experience and expected benefit of each intangible asset. If it is determined that such assumptions are not accurate, then the resulting change will impact the fair value of the intangible asset. Identifiable intangible assets are amortized over the period of estimated economic benefit, which ranges from one The changes in carrying amounts of goodwill for the six months ended June 30, 2021 are as follows (in thousands): Fax and Martech Voice, Backup, Security and CPP Total Cloud Services Digital Media Consolidated Balance as of January 1, 2021 $ 425,471 $ 499,025 $ 924,496 $ 942,934 $ 1,867,430 Goodwill acquired (Note 4) 39,519 — 39,519 13,494 53,013 Goodwill removed due to sale of a business (1) — (1,339) (1,339) — (1,339) Goodwill reclassified to noncurrent assets held for sale (2) — (48,632) (48,632) — (48,632) Goodwill impairment (3) — (32,629) (32,629) — (32,629) Purchase accounting adjustments (4) — 47 47 2,603 2,650 Foreign exchange translation (1,861) (817) (2,678) (276) (2,954) Balance as of June 30, 2021 $ 463,129 $ 415,655 $ 878,784 $ 958,755 $ 1,837,539 (1) On February 9, 2021, in a cash transaction, the Company sold certain of its Voice assets in the United Kingdom which resulted in $1.3 million of goodwill being removed in connection with this sale (see Note 6 - Assets Held for Sale). (2) During the six months ended June 30, 2021, the Company reclassified $48.6 million of goodwill to noncurrent assets held for sale in connection with certain B2B Backup assets. (see Note 6 - Assets Held for Sale). (3) During the second quarter of 2021, the Company had an impairment to goodwill of $32.6 million in connection with certain B2B Backup assets (see Note 6 - Assets Held for Sale). (4) Purchase accounting adjustments relate to measurement period adjustments to goodwill in connection with prior business acquisitions (see Note 4 - Business Acquisitions). Intangible Assets with Indefinite Lives: Intangible assets are summarized as of June 30, 2021 and December 31, 2020 as follows (in thousands): June 30, December 31, Trade names $ 27,433 $ 27,460 Other 4,321 4,329 Total $ 31,754 $ 31,789 Intangible Assets Subject to Amortization: As of June 30, 2021, intangible assets subject to amortization relate primarily to the following (in thousands): Weighted-Average Historical Accumulated Net Trade names 9.6 years $ 269,782 $ 109,994 $ 159,788 Patent and patent licenses 5.5 years 67,973 67,151 822 Customer relationships (1) 8.0 years 844,952 514,540 330,412 Other purchased intangibles 4.3 years 463,616 297,454 166,162 Total $ 1,646,323 $ 989,139 $ 657,184 (1) Historically, the Company has amortized its customer relationship assets in a pattern that best reflects the pace at which the asset’s benefits are consumed. This pattern results in a substantial majority of the amortization expense being recognized in the first 4 to 5 years, despite the overall life of the asset. As of December 31, 2020, intangible assets subject to amortization relate primarily to the following (in thousands): Weighted-Average Amortization Period Historical Accumulated Net Trade names 10.0 years $ 260,715 $ 100,273 $ 160,442 Patent and patent licenses 5.5 years 67,980 66,964 1,016 Customer relationships (1) 8.0 years 848,875 471,681 377,194 Other purchased intangibles 4.3 years 436,352 265,224 171,128 Total $ 1,613,922 $ 904,142 $ 709,780 (1) Historically, the Company has amortized its customer relationship assets in a pattern that best reflects the pace at which the asset’s benefits are consumed. This pattern results in a substantial majority of the amortization expense being recognized in the first 4 to 5 years, despite the overall life of the asset. Amortization expense, included in general and administrative expense, approximated $48.0 million and $35.6 million for the three months ended June 30, 2021 and 2020, respectively, and $96.5 million and $74.4 million for the six months ended June 30, 2021 and 2020, respectively. Amortization expense is estimated to approximate $93.3 million, $146.6 million, $125.9 million, $79.3 million and $74.2 million for the remaining six months of fiscal year 2021 through fiscal year 2025, respectively, and $138.0 million thereafter through the duration of the amortization period. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company’s debt as of June 30, 2021 and December 31, 2020 consists of the following (in thousands): June 30, 2021 December 31, 2020 4.625% Senior Notes $ 750,000 $ 750,000 Convertible Notes: 3.25% Convertible Notes 399,613 402,414 1.75% Convertible Notes 550,000 550,000 Total Notes 1,699,613 1,702,414 Paycheck Protection Program Loan — 910 Bridge Loan 2,811 — Less: Unamortized discount (100,405) (112,798) Deferred issuance costs (10,158) (11,505) Total debt 1,591,861 1,579,021 Less: current portion (402,134) (396,801) Total long-term debt, less current portion $ 1,189,727 $ 1,182,220 4.625% Senior Notes On October 7, 2020, J2 Global, Inc. completed the issuance and sale of $750 million aggregate principal amount of its 4.625% senior notes due 2030 (the“4.625% Senior Notes”) in a private placement offering exempt from the registration requirements of the Securities Act of 1933. The Company received proceeds of $742.7 million after deducting the initial purchasers’ discounts, commissions and offering expenses. The 4.625% Senior Notes are presented as long-term debt, net of deferred issuance costs, on the Consolidated Balance Sheets as of June 30, 2021. The net proceeds were used to redeem all of its outstanding 6.0% Senior Notes due in 2025 and, remaining net proceeds were available for general corporate purposes which may include acquisitions and the repurchase or redemption of other outstanding indebtedness. The 4.625% Senior Notes bear interest at a rate of 4.625% per annum, payable semi-annually in arrears on April 15 and October 15 of each year, commencing on April 15, 2021. The 4.625% Senior Notes mature on October 15, 2030, and are senior unsecured obligations of the Company which are guaranteed, jointly and severally, on an unsecured basis by certain of the Company’s existing and future domestic direct and indirect wholly-owned subsidiaries (collectively, the “Guarantors”). If J2 Global, Inc. or any of its restricted subsidiaries acquires or creates a domestic restricted subsidiary, other than an Insignificant Subsidiary (as defined in the indenture pursuant to which the 4.625% Senior Notes were issued (the “Indenture”)), after the issue date, or any Insignificant Subsidiary ceases to fit within the definition of Insignificant Subsidiary, such restricted subsidiary is required to unconditionally guarantee, jointly and severally, on an unsecured basis, the Company’s obligations under the 4.625% Senior Notes. The Company may redeem some or all of the 4.625% Senior Notes at any time on or after October 15, 2025 at specified redemption prices plus accrued and unpaid interest, if any, to, but excluding the redemption date. Before October 15, 2023, and following certain equity offerings, the Company also may redeem up to 40% of the 4.625% Senior Notes at a price equal to 104.625% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding the redemption date. The Company may make such redemption only if, after such redemption, at least 50% of the aggregate principal amount of the 4.625% Senior Notes remains outstanding. In addition, at any time prior to October 15, 2025, the Company may redeem some or all of the 4.625% Senior Notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, plus an applicable “make-whole” premium. The Indenture contains covenants that restrict the Company’s ability to (i) pay dividends or make distributions on the Company’s common stock or repurchase the Company’s capital stock; (ii) make certain restricted payments; (iii) create liens or enter into sale and leaseback transactions; (iv) enter into transactions with affiliates; (v) merge or consolidate with another company; and (vi) transfer and sell assets. These covenants contain certain exceptions. Restricted payments are applicable only if J2 Global, Inc. and subsidiaries designated as restricted subsidiaries have a net leverage ratio of greater than 3.5 to 1.0. In addition, if such net leverage ratio is in excess of 3.5 to 1.0, the restriction on restricted payments is subject to various exceptions, including the total aggregate amount not exceeding the greater of (A) $250 million and (B) 50.0% of EBITDA for the most recently ended four fiscal quarter period ended immediately prior to such date for which internal financial statements are available. The Company is in compliance with its debt covenants as of June 30, 2021. As of June 30, 2021 and December 31, 2020, the estimated fair value of the 4.625% Senior Notes was approximately $778.4 million and $796.9 million, and was based on recent quoted market prices or dealer quotes for the 4.625% Senior Notes which are Level 1 inputs (see Note 7 - Fair Value Measurements). 3.25% Convertible Notes On June 10, 2014, J2 Global issued $402.5 million aggregate principal amount of 3.25% convertible senior notes due June 15, 2029 (the “3.25% Convertible Notes”). The 3.25% Convertible Notes bear interest at a rate of 3.25% per annum, payable semiannually in arrears on June 15 and December 15 of each year. Beginning with the six-month interest period commencing on June 15, 2021, the Company must pay contingent interest on the 3.25% Convertible Notes during any six-month interest period if the trading price per $1,000 principal amount of the 3.25% Convertible Notes for each of the five During the second quarter of 2021, certain holders exercised their conversion option on the 3.25% Convertible Notes due in 2029. The Company satisfied its conversion obligation by paying the principal of $2.8 million in cash and issued 19,033 shares of J2 Global common stock (see Note 13 - Stockholders’ Equity). During the second quarter of 2021, the Company announced plans to separate into two independent publicly traded companies, J2 Global, Inc. and Consensus Cloud Solutions, Inc. (“Consensus”), through a spin-off. The transaction is subject to certain conditions, including, among others, obtaining final approval from J2’s Board of Directors, receipt of a favorable ruling with respect to the tax-free nature of the transaction for favorable income tax purposes and the effectiveness of a registration statement on Form 10. In connection with its announcement of the proposed transaction, the Company has announced its intention to call its 3.25% Convertible Notes due 2029 for redemption and on August 2, 2021, the Company redeemed in full all of its outstanding 3.25% convertible notes due in 2029. The Company satisfied its conversion obligation by paying the principal of $399.6 million in cash and issued 3,031,817 shares of J2 Global common stock (see Note 18 - Subsequent Events). As of June 30, 2021, the conversion rate was 14.7632 shares of J2 Global common stock for each $1,000 principal amount of 3.25% Convertible Notes, which represented a conversion price of approximately $67.74 per share of J2 Global common stock. The conversion rate was subject to adjustment for certain events as set forth in the indenture governing the 3.25% Convertible Notes, but will not be adjusted for accrued interest. The 3.25% Convertible Notes were carried at face value less any unamortized debt discount and debt issuance costs. The fair value of the 3.25% Convertible Notes at each balance sheet date is determined based on recent quoted market prices or dealer quotes for the 3.25% Convertible Notes, which are Level 1 inputs (see Note 7 - Fair Value Measurements). If such information is not available, the fair value is determined using cash-flow models of the scheduled payments discounted at market interest rates for comparable debt without the conversion feature. As of June 30, 2021 and December 31, 2020, the estimated fair value of the 3.25% Convertible Notes was approximately $815.1 million and $593.1 million, respectively. 1.75% Convertible Notes On November 15, 2019, J2 Global issued $550.0 million aggregate principal amount of 1.75% convertible senior notes due November 1, 2026 (the “1.75% Convertible Notes”). J2 Global received proceeds of $537.1 million in cash, net of purchasers’ discounts and commissions and other debt issuance costs. A portion of the net proceeds were used to pay off all amounts outstanding under the then-existing Credit Facility. The 1.75% Convertible Notes bear interest at a rate of 1.75% per annum, payable semiannually in arrears on May 1 and November 1 of each year, beginning on May 1, 2020. The 1.75% Convertible Notes will mature on November 1, 2026, unless earlier converted or repurchased. Holders may surrender their 1.75% Convertible Notes for conversion at any time prior to the close of business on the business day immediately preceding July 1, 2026 only under the following circumstances: (i) during any calendar quarter commencing after the calendar quarter ending on March 31, 2020 (and only during such calendar quarter), if the last reported sale price of J2 Global common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding the calendar quarter is greater than 130% of the applicable conversion price of the 1.75% Convertible Notes on each such applicable trading day; (ii) during the five business day period following any 10 consecutive trading day period in which the trading price per $1,000 principal amount of 1.75% Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of J2 Global common stock and the applicable conversion rate on each such trading day; or (iii) upon the occurrence of specified corporate events. On or after July 1, 2026, and prior to the close of business on the business day immediately preceding the maturity date, holders may convert all or any portion of their notes at any time, regardless of the foregoing circumstances. J2 Global will settle conversions of the 1.75% Convertible Notes by paying or delivering, as the case may be, cash, shares of J2 Global common stock or a combination thereof at J2 Global’s election. The Company currently intends to satisfy its conversion obligation by paying and delivering a combination of cash and shares of the Company’s common stock. Holders of the notes will have the right to require the Company to repurchase for cash all or any portion of their notes upon the occurrence of certain corporate events, subject to certain conditions. During the second quarter of 2021 and the fourth quarter of 2020, the last reported sale price of the Company’s common stock did not meet the conversion price threshold requirements of the 1.75% Convertible Notes. Therefore, the net carrying amount of the 1.75% Convertible Notes is classified as long-term debt on the Condensed Consolidated Balance Sheets. As of June 30, 2021, the conversion rate is 7.9864 shares of J2 Global common stock for each $1,000 principal amount of 1.75% Convertible Notes, which represents an conversion price of approximately $125.21 per share of J2 Global common stock. The conversion rate is subject to adjustment for certain events as set forth in the indenture governing the 1.75% Convertible Notes, but will not be adjusted for accrued interest. In addition, upon the occurrence of a “Make-Whole Fundamental Change” (as defined in the 1.75% Convertible Note Indenture), J2 Global will increase the conversion rate for a holder that elects to convert its 1.75% Convertible Notes in connection with such a corporate event in certain circumstances. J2 Global may not redeem the 1.75% Convertible Notes prior to November 1, 2026, and no sinking fund is provided for the 1.75% Convertible Notes. The 1.75% Convertible Notes are the Company’s general senior unsecured obligations and rank: (i) senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the 1.75% Convertible Notes; (ii) equal in right of payment to the Company’s existing and future indebtedness that is not so subordinated, including its existing 3.25% Convertible Notes due 2029; (iii) effectively junior to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and (iv) structurally junior to all existing and future indebtedness and other liabilities incurred by the Company’s subsidiaries, including the then-existing 6.0% Senior Notes due 2025. Accounting for the 1.75% Convertible Notes In accordance with ASC 470-20, Debt with Conversion and Other Options , convertible debt that can be settled for cash is required to be separated into the liability and equity component at issuance, with each component assigned a value. The value assigned to the liability component is the effective fair value, as of the issuance date, of similar debt without the conversion feature. The difference between the cash proceeds and estimated fair value of the liability component, representing the value of the conversion premium assigned to the equity component, is recorded as a debt discount on the issuance date. This debt discount is amortized to interest expense using the effective interest method over the period from the issuance date through the maturity date of November 1, 2026. J2 Global estimated the borrowing rates of similar debt without the conversion feature at origination to be 5.5% for the 1.75% Convertible Notes and determined the debt discount to be $118.9 million. As a result, a conversion premium after tax of $88.1 million (net of $2.8 million of the deferred issuance costs) are recorded in additional paid-in capital. The aggregate debt discount is amortized as interest expense over the period from the issuance date through the maturity date of November 1, 2026, which management believes is the expected life of the 1.75% Convertible Notes using an interest rate of 5.5%. As of June 30, 2021, the remaining period over which the unamortized debt discount will be amortized is 5.3 years. In connection with the issuance of the 1.75% Convertible Notes, the Company incurred $12.9 million of deferred issuance costs, which primarily consisted of the underwriters’ discount, legal and other professional service fees. Of the total deferred issuance costs incurred, $10.1 million of such deferred issuance costs were attributable to the liability component and are recorded within other assets and are being amortized to interest expense through the maturity date. The remaining $2.8 million of the deferred issuance costs were netted with the equity component in additional paid-in capital at the issuance date. As of June 30, 2021, the unamortized deferred issuance costs were $8.3 million. The 1.75% Convertible Notes are carried at face value less any unamortized debt discount and issuance costs. The fair value of the 1.75% Convertible Notes at each balance sheet date is determined based on recent quoted market prices or dealer quotes for the 1.75% Convertible Notes, which are Level 1 inputs (see Note 7 - Fair Value Measurements). If such information is not available, the fair value is determined using cash-flow models of the scheduled payments discounted at market interest rates for comparable debt without the conversion feature. As of June 30, 2021 and December 31, 2020, the estimated fair value of the 1.75% Convertible Notes was approximately $706.4 million and $569.7 million, respectively. Credit Facility and Bridge Loan On April 7, 2021, the Company entered into a $100 million Credit Agreement (the “Credit Agreement”). Subject to customary conditions, J2 may, from time to time, request increases in the commitments under the Credit Agreement in an aggregate amount up to $250 million, for a total aggregate commitment of up to $350 million. The final maturity of the Credit Facility will occur on April 7, 2026. On June 2, 2021, the Company entered into a First Amendment (the “Amendment”) to the Credit Agreement, dated April 7, 2021. The Amendment (i) provides for the issuance of a senior secured term loan under the Existing Credit Agreement, in an aggregate principal amount of $405,000,000 (the “Bridge Loan”), (ii) permits the spin-off of a portion of the Company’s cloud services business into a new publicly traded company, and (iii) provides for certain other changes to the Credit Agreement. The Bridge Loan shall bear interest at a rate per annum equal to (i) initially upon funding of the loan, either a base rate plus 2.00%, or a LIBOR rate plus 3.00%, (ii) from six months after the funding date of the Bridge Loan until twelve months after the funding date of the Bridge Loan, either a base rate plus 2.50%, or a LIBOR rate plus 3.50%, and (iii) from twelve months after the funding date of the Bridge Loan until repayment of the Bridge Loan, either a base rate plus 3.00% or a LIBOR rate plus 4.00%. The Bridge Loan will mature on the date that is 364 days after the funding date of the Bridge Loan, with two automatic extensions, each for an additional three months, if SEC approval of the spin-off transaction is still outstanding. The proceeds of the Bridge Loan Facility will be used to redeem J2’s 3.25% convertible senior notes due 2029. J2 is required to pay a funding fee of 0.50% of the aggregate principal amount of Bridge Loans made on the funding date thereof, as well as a duration fee of 0.25% of the aggregate principal amount of outstanding Bridge Loans on the sixth month anniversary of the funding of the Bridge Loans, and a fee of 0.50% of the aggregate principal amount of outstanding Bridge Loans on each of the nine-month, twelve-month and fifteen-month anniversaries of the funding of the Bridge Loans. Paycheck Protection Program Loan Through the acquisition of certain businesses in 2020, the Company acquired $0.9 million of outstanding debt originating from the Paycheck Protection Program. During the second quarter of 2021, the Company received approval from the SBA to forgive the entire amount of the outstanding PPP loans, which was subsequently forgiven in full. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Leases | Leases J2 Global leases certain facilities and equipment under non-cancelable operating and finance leases which expire at various dates through 2031. Office and equipment leases are typically for terms of three In certain agreements in which the Company leases office space where the Company is the tenant, it subleases the site to various other companies through a sublease agreement. Finance leases are not material to the Company’s Condensed Consolidated Financial Statements and are therefore not included in the disclosures below. The components of lease expense were as follows (in thousands): Three Months Ended June 30, Six Months Ended 2021 2020 2021 2020 Operating lease cost $ 10,889 $ 9,114 $ 17,837 $ 16,218 Short-term lease cost 793 648 1,942 1,093 Total lease cost $ 11,682 $ 9,762 $ 19,779 $ 17,311 Supplemental balance sheet information related to leases was as follows (in thousands): June 30, 2021 December 31, 2020 Operating leases Operating lease right-of-use assets $ 82,961 $ 105,845 Operating lease right-of-use assets classified as assets held for sale 15,181 — Total operating lease right-of-use assets $ 98,142 $ 105,845 Operating lease liabilities, current $ 30,818 $ 32,211 Operating lease liabilities, current classified as assets held for sale 2,875 — Operating lease liabilities, noncurrent 81,752 99,177 Operating lease liabilities, noncurrent classified as assets held for sale 11,915 — Total operating lease liabilities $ 127,360 $ 131,388 Supplemental cash flow information related to leases was as follows (in thousands): Six Months Ended 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 15,277 $ 14,499 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 9,274 $ 5,357 Other supplemental operating lease information consists of the following: June 30, 2021 December 31, 2020 Operating leases: Weighted average remaining lease term 5.0 years 5.2 years Weighted average discount rate 3.85 % 3.93 % Maturities of operating lease liabilities as of June 30, 2021 were as follows (in thousands): Operating Leases Fiscal Year: 2021 (remainder) $ 18,250 2022 33,715 2023 27,952 2024 20,062 2025 11,672 Thereafter 31,658 Total lease payments $ 143,309 Less: Imputed interest 15,949 Present value of operating lease liabilities $ 127,360 Sublease Total sublease income for the three months ended June 30, 2021 and 2020 was $0.5 million and $1.0 million, respectively, and was $0.9 million and $1.8 million for the six months ended June 30, 2021 and 2020, respectively. Total estimated aggregate sublease income to be received in the future is $5.8 million. For the first six months of 2021 and 2020, the Company recorded impairments of $7.8 million and $2.1 million, respectively, associated with its sublease tenants in default as a result of the economic effects of COVID-19. The impairment is presented in general and administrative expense on the Condensed Consolidated Statement of Operations. Significant Judgments Discount Rate The majority of the J2 Global’s leases are discounted using the Company’s incremental borrowing rate as the rate implicit in the lease is not readily determinable. Rates are obtained from various large banks to determine the appropriate incremental borrowing rate each quarter for collateralized loans with a maturity similar to the lease term. Options The lease term is generally the minimum noncancelable period of the lease. The Company does not include option periods unless the Company determined it is reasonably certain of exercising the option at inception or when a triggering event occurs. Practical Expedients As a practical expedient, the Company has not separated lease components from nonlease components for its real property operating leases. Certain of the Company’s leases contain nonlease components such as maintenance and certain utility costs. In addition, the Company elected and applied the available transition practical expedients upon adoption. By electing these practical expedients, the Company did: • not reassess whether expired or existing contracts contain leases under the new definition of a lease; • not reassess lease classification for expired or existing leases; and • not reassess whether previously capitalized initial direct costs would qualify for capitalization under Topic 842. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation From time to time, J2 Global and its affiliates are involved in litigation and other legal disputes or regulatory inquiries that arise in the ordinary course of business. Any claims or regulatory actions against J2 Global and its affiliates, whether meritorious or not, could be time consuming and costly, and could divert significant operational resources. The outcomes of such matters are subject to inherent uncertainties, carrying the potential for unfavorable rulings that could include monetary damages and injunctive relief. On February 17, 2011, Emmanuel Pantelakis (“Pantelakis”) filed suit against a J2 Global affiliate in the Ontario Superior Court of Justice (No. 11-50673), alleging that the J2 Global affiliate breached a contract relating to Pantelakis’s use of the Campaigner service. The J2 Global affiliate filed a responsive pleading on March 23, 2011 and responses to undertakings on July 16, 2012. On November 6, 2012, Pantelakis filed a second amended statement of claim, reframing his lawsuit as a negligence action. The J2 Global affiliate filed an amended statement of defense on April 8, 2013. Discovery has closed, with the exception of one issue. On July 8, 2021, an agreement was reached to settle the matter by an immaterial amount. On January 21, 2016, Davis Neurology, P.A. filed a putative class action lawsuit against two J2 Global affiliates in the Circuit Court for the County of Pope, State of Arkansas (58-cv-2016-40), alleging violations of the TCPA. The case was removed to the U.S. District Court for the Eastern District of Arkansas (No. 4:16-cv-00682). On March 20, 2017, the District Court granted a motion for judgment on the pleadings filed by the J2 Global affiliates and dismissed all claims against the J2 Global affiliates. On July 23, 2018, the Eighth Circuit Court of Appeals vacated the judgment and remanded to district court with instructions to return the case to state court. On January 29, 2019, after further appeals were exhausted, the case was remanded to the Arkansas state court. On April 1, 2019, the state court granted a motion for class certification filed by the plaintiff in 2016. Because the prior removal to federal court had deprived the state court of jurisdiction, the J2 Global affiliates had not yet filed an opposition brief to the 2016 motion when the state court granted the motion. The J2 Global affiliates appealed the order. On July 15, 2019, the J2 Global affiliates removed the case to federal court pursuant to the Class Action Fairness Act of 2005. On November 26, 2019 the court denied the Plaintiff’s motion to remand. On December 20, 2019, the court granted the Plaintiff’s motion for leave to amend its complaint. On May 21, 2020, the court denied J2 Global affiliates’ motion to dismiss. On February 18, 2021, the parties filed a motion for preliminary approval of the class settlement, certification of a settlement class and for permission to disseminate notice, which was granted on May 11, 2021. The notice is in the process of being distributed. On July 8, 2020, Jeffrey Garcia filed a putative class action lawsuit against J2 Global in the Central District of California (20-cv-06906), alleging violations of federal securities laws. J2 Global has moved to dismiss the consolidated class action complaint. The court granted the motion to dismiss and the plaintiff has filed an amended complaint. J2 Global has moved to dismiss the amended complaint. On September 24, 2020, International Union of Operating Engineers of Eastern Pennsylvania and Delaware filed an action lawsuit in the Delaware Court of Chancery (C.A. No. 2020-0819-VCL) asserting derivative claims for breach of fiduciary duty and related theories against directors of J2 Global, Inc. and other third parties relating generally the investment by the Company in OCV Fund I, L.P. (the “Chancery Court Derivative Action”). On November 17, 2020, the court entered an order allowing Orlando Police Pension Fund to intervene as a plaintiff in the case. The parties have reached an agreement to settle the lawsuit, which requires court approval. On July 29, 2021, the parties filed a stipulation of settlement that provides the terms of the settlement and begins the settlement approval process with the Court. On December 11, 2020, Danning Huang filed a lawsuit in the District of Delaware (20-cv-01687-LPS) asserting derivative claims against directors of J2 Global, Inc. and other third parties. The lawsuit alleges violations of Section 14(a), Section 10(b), Section 20(a) and Rule 10b-5 of the Securities Exchange Act of 1934, as well as breach of fiduciary duty, unjust enrichment and abuse of control. On March 24, 2021, Fritz Ringling filed a lawsuit in the District of Delaware (21-cv-00421-UNA) asserting substantially similar derivative claims, and on April 8, 2021, the district court consolidated the two actions under the caption In re J2 Global Stockholder Derivative Litigation. No.: 20-cv-01687-LPS. As part of the settlement of the Chancery Court Derivative Action described above, J2 Global and its directors and officers intend to defend against the remaining claims. J2 Global does not believe, based on current knowledge, that the foregoing legal proceedings or claims, after giving effect to existing accrued liabilities, are likely to have a material adverse effect on the Company’s consolidated financial position, results of operations, or cash flows. However, depending on the amount and timing, an unfavorable resolution of some or all of these matters could have a material effect on J2 Global’s consolidated financial position, results of operations, or cash flows in a particular period. The Company has accrued approximately $4.5 million in connection with potential loss contingencies relating to certain of these legal proceedings because they are considered probable by management. It is the Company’s policy to expense as incurred legal fees related to various litigations. Non-Income Related Taxes The Company does not collect and remit sales and use, telecommunication, or similar taxes and fees in certain jurisdictions where the Company believes such taxes are not applicable or legally required. Several states and other taxing jurisdictions have presented or threatened the Company with assessments, alleging that the Company is required to collect and remit such taxes there. The Company is currently under audit or is subject to audit for indirect taxes in various states, municipalities and foreign jurisdictions. The Company has a $25.4 million reserve established for these matters. It is reasonably possible that additional liabilities could be incurred resulting in additional expense, which could have a material impact to our financial results. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate adjusted for discrete interim period tax impacts. Each quarter the Company updates its estimated annual effective tax rate and, if the estimate changes, makes a cumulative adjustment. The Company’s effective tax rate was 9.1% and 26.7% for the three months ended June 30, 2021 and 2020, respectively and 9.5% and 37.1% for the six months ended June 30, 2021 and 2020, respectively. The Company’s decreased rate during the three months and six months ended June 30, 2021 is primarily due to the recognition of a deferred tax asset from the impairment of the B2B Backup business unit and a discrete tax benefit recognized related to a reduction in our net reserve for uncertain tax positions with no similar events for the period ending June 30, 2020. Income (loss) before income taxes included income from domestic operations of $5.8 million and $(2.5) million for the six months ended June 30, 2021 and 2020, respectively, and income from foreign operations of $77.2 million and $69.0 million for the six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021 and December 31, 2020, the Company had $53.5 million and $57.1 million, respectively, in liabilities for uncertain income tax positions. Accrued interest and penalties related to unrecognized tax benefits are recognized in income tax expense on the Company’s consolidated statement of operations. Cash paid for income taxes net of refunds received was $37.3 million and $8.9 million for the six months ended June 30, 2021 and 2020, respectively. Certain taxes are prepaid during the year and, where appropriate, included within prepaid expenses and other current assets on the Condensed Consolidated Balance Sheet. The Company’s prepaid taxes were zero and $3.0 million at June 30, 2021 and December 31, 2020, respectively. Income Tax Audits : The Company is in various stages of audit by the U.S. Internal Revenue Service (“IRS”) for its 2012 through 2016 tax years. On February 24, 2021, the Company received a Notice of Deficiency for tax years 2012 through 2014 which disallowed certain deductions for domestic production. The Company disagrees with the Notice and filed a petition to appeal on May 24, 2021. As of June 30, 2021, the audits are ongoing. Subsequent to June 30, 2021, the Company paid a previously settled amount for certain tax issues in connection with tax years 2015 and 2016. The amount paid was within the reserve established for this matter. J2 Global is under income tax audit by the California Franchise Tax Board (the “FTB”) for its tax years 2012 and 2013. The FTB, however, has suspended its audit for 2012 and 2013 pending the outcome of the IRS audit for such tax years. In August 2018, the FTB notified the Company that it will commence an audit of tax years 2015 and 2016. As of June 30, 2021, the audits are ongoing. In June 2019, the New York State Department of Taxation and Finance (“NYS”) notified the Company that it will commence an audit for tax year 2015. In April 2020, the NYS notified the Company that it will also commence an audit for tax years 2016 and 2017. As of June 30, 2021, the audits are ongoing. It is reasonably possible that these audits may conclude in the next 12 months and that the uncertain tax positions the Company has recorded in relation to these tax years may change compared to the liabilities recorded for these periods. If the recorded uncertain tax positions are inadequate to cover the associated tax liabilities, the Company would be required to record additional tax expense in the relevant period, which could be material. If the recorded uncertain tax positions are adequate to cover the associated tax liabilities, the Company would be required to record any excess as a reduction in tax expense in the relevant period, which could be material. However, it is not currently possible to estimate the amount, if any, of such change. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock Repurchase Program In February 2012, the Company’s Board of Directors approved a program authorizing the repurchase of up to five million shares of the Company’s common stock through February 20, 2013 (the “2012 Program”) which was subsequently extended through February 20, 2021. In November 2018 and May 2019, the Company entered into Rule 10b5-1 trading plans with a broker to facilitate the repurchase program. 600,000 shares were repurchased under the share repurchase program in 2018 at an aggregate cost of $42.5 million and were subsequently retired in March 2019. During the year ended December 31, 2019, the Company repurchased 197,870 shares at an aggregate cost of $16.0 million which were subsequently retired in the same year. During the year ended December 31, 2020, the Company repurchased 1,140,819 shares under this program at an aggregate cost of $87.5 million, which were subsequently retired in the same year. As of December 31, 2020, all the available shares were repurchased under the 2012 Program at an aggregate cost of $204.6 million (including an immaterial amount of commission fees). On August 6, 2020, the Company’s Board of Directors approved a program authorizing the repurchase of up to ten million shares of our common stock through August 6, 2025 (the “2020 Program”) in addition to the five million shares repurchased under the 2012 Program. The Company entered into a Rule 10b5-1 trading plan and during the six month period ended June 30, 2021, the Company repurchased no shares under this program. Cumulatively at June 30, 2021, 2,490,599 shares were repurchased at an aggregate cost of $177.8 million (including an immaterial amount of commission fees) under the 2020 Program, which were subsequently retired. During the second quarter of 2021, certain holders of the 3.25% Convertible Notes due in 2029 exercised their conversion option. The Company satisfied its conversion obligation by paying the principal of $2.8 million in cash and issued 19,033 shares of J2 Global common stock (see Note 9 - Debt). Periodically, participants in J2 Global’s stock plans surrender to the Company shares of J2 Global stock to pay the exercise price or to satisfy tax withholding obligations arising upon the exercise of stock options or the vesting of restricted stock. During the three month period ended June 30, 2021, the Company purchased 87,155 shares from plan participants for this purpose. Dividends No dividends were declared in during fiscal year 2021 and 2020. Future dividends are subject to Board approval. Based on the significant number of current investment opportunities within the Company’s portfolio of businesses and the historic returns from prior investments, the Board of Directors suspended dividend payments for the foreseeable future. |
Stock Options and Employee Stoc
Stock Options and Employee Stock Purchase Plan | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Options and Employee Stock Purchase Plan | Stock Options and Employee Stock Purchase Plan J2 Global’s share-based compensation plans include the 2007 Stock Plan (the “2007 Plan”), 2015 Stock Option Plan (the “2015 Plan”) and 2001 Employee Stock Purchase Plan (the “Purchase Plan”). Each plan is described below. The 2007 Plan provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units and other share-based awards. 4,500,000 shares of J2 Global common stock are authorized to be used for 2007 Plan purposes. Options under the 2007 Plan may be granted at exercise prices determined by the Board of Directors, provided that the exercise prices shall not be less than the fair market value of J2 Global’s common stock on the date of grant for incentive stock options and not less than 85% of the fair market value of J2 Global’s common stock on the date of grant for non-statutory stock options. As of June 30, 2021, 7,250 shares underlying options and zero shares of restricted units were outstanding under the 2007 Plan. The 2007 Plan terminated on February 14, 2017. The 2015 Plan provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance share units and other share-based awards. 4,200,000 shares of J2 Global common stock are authorized to be used for 2015 Plan purposes. Options under the 2015 Plan may be granted at exercise prices determined by the Board of Directors, provided that the exercise prices shall not be less than the higher of the par value or 100% of the fair market value of J2 Global’s common stock subject to the option on the date the option is granted. As of June 30, 2021, 423,000 shares underlying options and 272,940 shares of restricted stock units were outstanding under the 2015 Plan. All stock option grants are approved by “outside directors” within the meaning of Internal Revenue Code Section 162(m). Stock Options The following table represents stock option activity for the six months ended June 30, 2021: Number of Shares Weighted- Weighted-Average Aggregate Outstanding at January 1, 2021 475,601 $ 69.61 Granted — — Exercised (45,351) 29.34 Canceled — — Outstanding at June 30, 2021 430,250 $ 73.85 6.3 $ 27,405,745 Exercisable at June 30, 2021 180,250 $ 72.22 5.9 $ 11,775,745 Vested and expected to vest at June 30, 2021 363,615 $ 73.64 6.2 $ 23,239,725 The total intrinsic values of options exercised during the six months ended June 30, 2021 and 2020 were $4.0 million and $3.0 million, respectively. The Company recognized $0.2 million and $0.2 million of compensation expense related to stock options for the three months ended June 30, 2021 and 2020, respectively, and $0.4 million and $0.4 million for the six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021 and December 31, 2020, unrecognized stock compensation related to non-vested stock options granted under each of the share-based compensation plans approximated $5.3 million and $5.8 million, respectively. Unrecognized stock compensation expense related to non-vested stock options granted under these plans is expected to be recognized ratably over a weighted-average period of 4.5 years (i.e., the remaining requisite service period). Fair Value Disclosure J2 Global uses the Black-Scholes option pricing model to calculate the fair value of each option grant. The expected volatility is based on historical volatility of the Company’s common stock. The Company estimates the expected term based upon the historical exercise behavior of its employees. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a term equal to the expected term of the option assumed at the date of grant. The Company uses an annualized dividend yield based upon the per share dividends declared by its Board of Directors. Estimated forfeiture rates were 12.22% and 11.52% as of June 30, 2021 and 2020, respectively. Restricted Stock and Restricted Stock Units J2 Global has awarded restricted stock and restricted stock units to its Board of Directors and senior staff pursuant to certain share-based compensation plans. Compensation expense resulting from restricted stock and restricted unit grants is measured at fair value on the date of grant and is recognized as share-based compensation expense over the applicable vesting period. Vesting periods are approximately one year for awards to members of the Company’s Board of Directors, four Restricted Stock and Restricted Stock Units with Market Conditions J2 Global has awarded certain key employees market-based restricted stock and restricted stock units pursuant to the 2015 Plan. The market-based shares have vesting conditions that are based on specified stock price targets of the Company’s common stock. Market conditions were factored into the grant date fair value using a Monte Carlo valuation model, which utilized multiple input variables to determine the probability of the Company achieving the specified stock price targets with a 20-day and 30-day lookback (trading days). Stock-based compensation expense related to an award with a market condition will be recognized over the requisite service period using the graded-vesting method regardless of whether the market condition is satisfied, provided that the requisite service period has been completed. During the six months ended June 30, 2021 and 2020, the Company awarded 73,094 and 82,112 market-based shares, respectively. The per share weighted average grant-date fair values of the market-based shares granted during the six months ended June 30, 2021 and 2020 were $94.40 and $70.99, respectively. The weighted-average fair values of market-based shares granted have been estimated utilizing the following assumptions: June 30, 2021 June 30, 2020 Underlying stock price at valuation date $ 113.27 $ 91.17 Expected volatility 30.3 % 27.0 % Risk-free interest rate 1.3 % 0.7 % Restricted stock award activity for the six months ended June 30, 2021 is set forth below: Shares Weighted-Average Nonvested at January 1, 2021 820,566 $ 62.66 Granted — — Vested (334,294) 64.02 Canceled (2,067) 82.38 Nonvested at June 30, 2021 484,205 $ 61.62 Restricted stock unit award activity for the six months ended June 30, 2021 is set forth below: Number of Weighted-Average Aggregate Outstanding at January 1, 2021 209,784 Granted 163,380 Vested (100,224) Canceled — Outstanding at June 30, 2021 272,940 3.4 $ 37,542,897 Vested and expected to vest at June 30, 2021 182,186 2.8 $ 25,059,725 The Company recognized $5.4 million and $5.7 million of compensation expense related to restricted stock, restricted stock units and market-based awards for the three months ended June 30, 2021 and 2020, respectively, and $10.7 million and $11.3 million for the six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021 and December 31, 2020 , the Company had unrecognized share-based compensation cost of approximately $43.8 million and $38.6 million, respectively, associated with these awards. This cost is expected to be recognized over a weighted-average period of 3.9 years for awards and 4.3 years for units. Employee Stock Purchase Plan The Purchase Plan provides for the issuance of a maximum of two million shares of the Company’s common stock. Under the Purchase Plan, eligible employees can have up to 15% of their earnings withheld, up to certain maximums, to be used to purchase shares of J2 Global common stock at certain plan-defined dates. The price of the J2 Global common stock purchased under the Purchase Plan for the offering periods is equal to 85% of the lesser of the fair market value of a share of common stock of the Company on the beginning or the end of the offering period. J2 Global determined that a plan provision exists which allows for the more favorable of two exercise prices, commonly referred to as a “look-back” feature. The purchase price discount and the look-back feature cause the Purchase Plan to be compensatory and the Company to recognize compensation expense. The compensation cost is recognized on a straight-line basis over the requisite service period. The Company used the Black-Scholes option pricing model to calculate the estimated fair value of the purchase right issued under the ESPP. The expected volatility is based on historical volatility of the Company’s common stock. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a term equal to the expected term of the option assumed at the date of grant. The Company uses an annualized dividend yield based upon the per share dividends declared by its Board of Directors. Estimated forfeiture rates were 11.15% and 16.50% as of June 30, 2021 and 2020, respectively. The increase in forfeiture rate comes as a result of the Purchase Plan being offered to all employees regardless of employment location. For the six months ended June 30, 2021 and 2020, 58,145 and 53,694 shares were purchased under the Purchase Plan, respectively. Cash received upon the issuance of J2 Global common stock under the Purchase Plan was $4.2 million and $3.3 million for the six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021, 0 shares were available under the Purchase Plan for future issuance. The Company recognized $0.7 million and $0.6 million of compensation expense related to the Purchase Plan for the three months ended June 30, 2021 and 2020, respectively, and $1.3 million and $1.1 million for the six months ended June 30, 2021 and 2020, respectively. The compensation expense related to the Purchase Plan has been estimated utilizing the following assumptions: June 30, 2021 June 30, 2020 Risk-free interest rate 0.02% 0.1% Expected term (in years) 0.5 0.5 Dividend yield 0.00% 0.00% Expected volatility 29.5% 24.0% Weighted average volatility 29.5% 24.0% |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The components of basic and diluted earnings per share are as follows (in thousands, except share and per share data): Three Months Ended June 30, 2021 Six Months Ended 2021 2020 2021 2020 Numerator for basic and diluted net income per common share: Net income attributable to J2 Global, Inc. common shareholders $ 15,717 $ 38,101 $ 93,640 $ 31,697 Net income available to participating securities (a) (15) (178) (100) (221) Net income available to J2 Global, Inc. common shareholders $ 15,702 $ 37,923 $ 93,540 $ 31,476 Denominator: Weighted-average outstanding shares of common stock 44,613,533 46,850,944 44,506,933 47,235,859 Dilutive effect of: Equity incentive plans 138,714 — 123,708 20,037 Convertible debt (b) 2,776,655 586,611 2,500,338 1,023,521 Common stock and common stock equivalents 47,528,902 47,437,555 47,130,979 48,279,417 Net income per share: Basic $ 0.35 $ 0.81 $ 2.10 $ 0.67 Diluted $ 0.33 $ 0.80 $ 1.98 $ 0.65 (a) Represents unvested share-based payment awards that contain certain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid). (b) Represents the incremental shares issuable upon conversion of the 3.25% Convertible Notes due June 15, 2029 (subsequently redeemed in full) and 1.75% Convertible Notes due November 1, 2026 by applying the treasury stock method when the average stock price exceeds the conversion price of the Convertible Notes (see Note 9 - Debt). For the three and six months ended June 30, 2021 and 2020, there were zero options outstanding, respectively, which were excluded from the computation of diluted earnings per share because the exercise prices were greater than the average market price of the common stock. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company’s businesses are based on the organizational structure used by the chief operating decision maker (“CODM”) for making operating and investment decisions and for assessing performance. The CODM views the Company as two businesses: Digital Media and Cloud Services. However, in accordance with the aggregation criteria within ASC Topic 280, J2 Global’s operating segments have been aggregated into three reportable segments: (i) Digital Media; (ii) Voice, Backup, Security, and Consumer Privacy and Protection; and (iii) Fax and Martech. The Company’s Digital Media business is driven primarily by advertising and subscription revenues, has relatively higher sales and marketing expense and has seasonal strength in the fourth quarter. The Company’s Cloud Services business is driven primarily by subscription revenues that are relatively higher margin, stable and predictable from quarter to quarter with minor seasonal weakness in the fourth quarter. The accounting policies of the businesses are the same as those described in the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2021. The Company evaluates performance based on revenue, gross margin and profit or loss from operations before income taxes, not including nonrecurring gains and losses and foreign exchange gains and losses. Information on reportable segments and reconciliation to consolidated income from operations is as follows (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Revenue by reportable segment: Digital Media $ 253,977 $ 163,987 $ 480,850 $ 326,678 Cloud Services Fax and Martech 105,127 93,976 206,181 188,643 Voice, Backup, Security, and CPP 70,232 73,082 140,607 148,199 Cloud Services Total 175,359 167,058 346,788 336,842 Elimination of inter-segment revenues (292) (61) (410) (144) Total segment revenues 429,044 330,984 827,228 663,376 Corporate (1) — — — 1 Total revenues $ 429,044 $ 330,984 $ 827,228 $ 663,377 Gross profit by reportable segment: Digital Media $ 228,698 $ 146,649 $ 434,759 $ 288,569 Cloud Services Fax and Martech 85,760 77,245 169,749 156,714 Voice, Backup, Security, and CPP 51,334 50,386 101,760 102,341 Cloud Services Total 137,094 127,631 271,509 259,055 Elimination of inter-segment gross profit (76) (61) (126) (144) Total segment gross profit 365,716 274,219 706,142 547,480 Corporate (1) (9) (37) (74) (36) Total gross profit $ 365,707 $ 274,182 $ 706,068 $ 547,444 Direct costs by reportable segment (2) : Digital Media (3) $ 184,592 $ 126,748 $ 360,010 $ 260,215 Cloud Services Fax and Martech (3) 34,116 27,204 65,052 57,134 Voice, Backup, Security, and CPP (3) 39,944 35,631 79,949 78,186 Cloud Services Total 74,060 62,835 145,001 135,320 Elimination of inter-segment direct costs (76) (61) (126) (144) Total segment direct costs 258,576 189,522 504,885 395,391 Corporate (1) 12,847 11,620 28,419 23,766 Total direct costs (2) $ 271,423 $ 201,142 $ 533,304 $ 419,157 Operating income by reportable segment: Digital Media $ 44,106 $ 19,901 $ 74,749 $ 28,354 Cloud Services Fax and Martech 51,644 50,041 104,697 99,580 Voice, Backup, Security, and CPP 11,390 14,755 21,811 24,155 Cloud Services Total 63,034 64,796 126,508 123,735 Total segment operating income 107,140 84,697 201,257 152,089 Corporate (1) (12,856) (11,657) (28,493) (23,802) Total income from operations $ 94,284 $ 73,040 $ 172,764 $ 128,287 (1) Corporate includes costs associated with general and administrative and other expenses that are managed on a global basis and that are not directly attributable to any particular segment. (2) Direct costs for each segment include other operating expenses that are directly attributable to the segment, such as employee compensation expense, local sales and marketing expenses, engineering and network operations expense, depreciation and amortization and other administrative expenses. (3) Beginning in the third quarter of 2020, certain expenses associated with Corporate that were previously allocated to the Cloud Services business and the Digital Media business for shared costs incurred by Corporate were no longer allocated. Table above has been recast to remove the impact of certain expenses associated with Corporate that were previously allocated to the Cloud Services and Digital Media businesses. The CODM does not use Balance Sheet and Cash Flow information in connection with operating and investment decisions other than as presented for Digital Media and Cloud Services. Accordingly, the following segment information is presented for Digital Media and Cloud Services. June 30, 2021 December 31, 2020 Assets: Digital Media $ 1,957,615 $ 2,088,397 Cloud Services (1) 1,577,022 1,473,398 Total assets from Digital Media and Cloud Services 3,534,637 3,561,795 Corporate 168,729 103,536 Total assets $ 3,703,366 $ 3,665,331 (1) Assets of $107.1 million, which were classified as held for sale, were included within Cloud Services at June 30, 2021 (see Note 6 - Assets Held For Sale). Six Months Ended 2021 2020 Capital expenditures: Digital Media $ 38,047 $ 29,441 Cloud Services 19,719 21,096 Total capital expenditures from Digital Media and Cloud Services 57,766 50,537 Corporate — — Total capital expenditures $ 57,766 $ 50,537 Three Months Ended June 30, Six Months Ended 2021 2020 2021 2020 Depreciation and amortization: Digital Media $ 49,076 $ 32,565 $ 97,426 $ 65,120 Cloud Services 15,615 16,992 32,662 37,831 Total depreciation and amortization from Digital Media and Cloud Services 64,691 49,557 130,088 102,951 Corporate 45 531 138 1,117 Total depreciation and amortization $ 64,736 $ 50,088 $ 130,226 $ 104,068 J2 Global maintains operations in the U.S., Canada, Ireland, Japan and other countries. Geographic information about the U.S. and all other countries for the reporting periods is presented below. Such information attributes revenues based on jurisdictions where revenues are reported (in thousands). Three Months Ended Six Months Ended 2021 2020 2021 2020 Revenues: United States $ 328,531 $ 261,157 $ 580,602 $ 531,466 Canada 20,909 17,000 44,450 33,570 Ireland 29,823 12,570 88,261 25,573 All other countries 49,781 40,257 113,915 72,768 $ 429,044 $ 330,984 $ 827,228 $ 663,377 June 30, December 31, 2020 Long-lived assets: United States $ 858,369 $ 918,125 All other countries 78,952 54,073 Total (1) $ 937,321 $ 972,198 (1) Long-lived assets of $38.1 million, which were classified as assets held for sale, were included within the schedule above at June 30, 2021. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income The following table summarizes the changes in accumulated balances of other comprehensive income (loss), net of tax, for the three months ended June 30, 2021 (in thousands): Unrealized Gains (Losses) on Investments Foreign Currency Translation Total Beginning balance $ 283 $ (63,513) $ (63,230) Other comprehensive income — 3,256 3,256 Net current period other comprehensive income — 3,256 3,256 Ending balance $ 283 $ (60,257) $ (59,974) The following table summarizes the changes in accumulated balances of other comprehensive income (loss), net of tax, for the six months ended June 30, 2021 (in thousands): Unrealized Gains (Losses) on Investments Foreign Currency Translation Total Beginning balance $ 283 $ (55,089) $ (54,806) Other comprehensive loss — (5,168) (5,168) Net current period other comprehensive loss — (5,168) (5,168) Ending balance $ 283 $ (60,257) $ (59,974) There were no reclassifications out of accumulated other comprehensive loss for the three and six months ended June 30, 2021. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On July 15, 2021, in a cash transaction, the Company acquired certain assets of Solutelia, LLC, a Colorado-based on-demand wireless telecommunications network monitoring and analysis, testing and optimization software business and related wireless telecommunications engineering services business. On August 2, 2021, the Company called and redeemed in full all of its outstanding 3.25% Convertible Notes due 2029. The Company satisfied its conversion obligation by paying the principal of $399.6 million in cash and issued 3,031,817 shares of J2 Global common stock (see Note 9 - Debt). |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, including judgments about investment classifications and the reported amounts of net revenue and expenses during the reporting period. The Company believes that its most significant estimates are those related to revenue recognition, valuation and impairment of investments, its assessment of ownership interests as variable interest entities and the related determination of consolidation, share-based compensation expense, fair value of assets acquired and liabilities assumed in connection with business combinations, long-lived and intangible asset impairment, contingent consideration, income taxes and contingencies and allowances for doubtful accounts. On an ongoing basis, management evaluates its estimates based on historical experience and on various other factors that the Company believes to be reasonable under the circumstances. Actual results could materially differ from those estimates due to risks and uncertainties, including uncertainty in the current economic environment due to the novel coronavirus pandemic (“COVID-19”). |
Allowances for Doubtful Accounts | Allowances for Doubtful Accounts J2 Global maintains an allowance for credit losses for accounts receivable, which is recorded as an offset to accounts receivable and changes in such are classified as general and administrative expenses in the Condensed Consolidated Statements of Operations. The Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when it identifies specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status. It also considers customer-specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. On an ongoing basis, management evaluates the adequacy of these reserves. |
Revenue Recognition | Revenue Recognition J2 Global recognizes revenue when the Company satisfies its obligation by transferring control of the goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services (see Note 3 - Revenues). Principal vs. Agent The Company determines whether revenue should be reported on a gross or net basis by assessing whether the Company is acting as the principal or an agent in the transaction. If the Company is acting as the principal in a transaction, the Company reports revenue on a gross basis. If the Company is acting as an agent in a transaction, the Company reports revenue on a net basis. In determining whether the Company acts as the principal or an agent, the Company follows the accounting guidance under Topic 606 for principal-agent considerations and assesses: (i) if another party is involved in providing goods or services to the customer and (ii) whether the Company controls the specified goods or services prior to transferring control to the customer. Sales Taxes The Company has made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are (i) both imposed on and concurrent with a specific revenue-producing transaction and (ii) collected by the Company from a customer. Digital Media Digital Media revenues are earned primarily from the delivery of advertising services, from subscriptions to services and information. Revenue is earned from the delivery of advertising services on the Company’s owned and operated websites and on those websites that are part of Digital Media’s advertising network. Depending on the individual contracts with the customer, revenue for these services are recognized over the contract period when any of the following performance obligations are satisfied: (i) when an advertisement is placed for viewing, (ii) when a qualified sales lead is delivered, (iii) when a visitor “clicks through” on an advertisement or (iv) when commissions are earned upon the sale of an advertised product. Revenue from subscriptions is earned through the granting of access to, or delivery of, data products or services to customers. Subscriptions cover video games and related content, health information, data and other copyrighted material. Revenues under such agreements are recognized over the contract term for use of the service. Revenues are also earned from listing fees, subscriptions to online publications, and from other sources. Subscription revenues are recognized over time. J2 Global generates Digital Media revenues through the license of certain assets to clients. Assets are licensed for clients’ use in their own promotional materials or otherwise. Such assets may include logos, editorial reviews, or other copyrighted material. Revenues under such license agreements are recognized over the contract term for use of the asset. Technology assets are also licensed to clients. These assets are recognized over the term of the access period. The Digital Media business also generates revenue from other sources which include marketing and production services. Such other revenues are generally recognized over the period in which the products or services are delivered. J2 Global also generates Digital Media revenues from transactions involving the sale of perpetual software licenses, related software support and maintenance, hardware used in conjunction with its software, and other related services. Revenue is recognized for these software transactions with multiple performance obligations after (i) the Company has had an approved contract and is committed to perform the respective obligations and (ii) the Company can identify and quantify each obligation and its respective selling price. Once the respective performance obligations have been identified and quantified, revenue will be recognized when the obligations are met, either over time or at a point in time depending on the nature of the obligation. Revenues from software license performance obligations are generally recognized upfront at the point in time that the software is made available to the customer to download and use. Revenues for related software support and maintenance performance obligations are related to technical support provided to customers as needed and unspecified software product upgrades, maintenance releases and patches during the term of the support period when they are available. The Company is obligated to make the support services available continuously throughout the contract period. Therefore, revenues for support contracts are generally recognized ratably over the contractual period the support services are provided. Hardware product and related software performance obligations, such as an operating system or firmware, are highly interdependent and interrelated and are accounted for as a bundled performance obligation. The revenues for this bundled performance obligation are generally recognized at the point in time that the hardware and software products are delivered and ownership is transferred to the customer. Other service revenues are generally recognized over time as the services are performed. The Company records revenue on a gross basis with respect to revenue generated (i) by the Company serving online display and video advertising across its owned and operated web properties, on third-party sites or on unaffiliated advertising networks, (ii) through the Company’s lead-generation business and (iii) through the Company’s subscriptions. The Company records revenue on a net basis with respect to revenue paid to the Company by certain third-party advertising networks who serve online display and video advertising across the Company’s owned-and-operated web properties and certain third-party sites. Cloud Services The Company’s Cloud Services revenues substantially consist of monthly recurring subscription and usage-based fees, which are primarily paid in advance by credit card. The Company defers the portions of monthly, quarterly, semi-annually and annually recurring subscription and usage-based fees collected in advance of the satisfaction of performance obligations and recognizes them in the period earned. Performance Obligations The Company’s contracts with customers may include multiple performance obligations. For such arrangements, revenues are allocated to each performance obligation based on its relative standalone selling price. The Company satisfies its performance obligations within the Digital Media business upon delivery of services to its customers. In addition, the Company provides content to its advertising partners which the Company sells to its partners’ customer base and receives a revenue share based on the terms of the agreement. The Company satisfies its performance obligations within the Cloud Services business upon delivery of services to its customers. Payment terms vary by type and location of our customers and the services offered. The term between invoicing and when payment is due is not significant. Due to the nature of the services provided, there are no obligations for returns. Significant Judgments In determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Judgment is also required to determine the standalone selling price for each distinct performance obligation. Performance Obligations Satisfied Over Time The Company’s Digital Media business consists primarily of performance obligations that are satisfied over time. This was determined based on a review of the contracts and the nature of the services offered, where the customer simultaneously receives and consumes the benefit of the services provided. Satisfaction of these performance obligations is evidenced in the following ways: Advertising • Website reporting by the Company, the customer, or a third-party contains the delivery evidence needed to satisfy the performance obligations within the advertising contract • Successfully delivered leads are evidenced by either delivery reports from the Company’s internal lead management systems or through e-mail communication and/or other evidence of delivery showing acceptance of leads by the customer • Commission is evidenced by direct site reporting from the affiliate or via direct confirmation from the customer Subscription • Evidence of delivery is contained in the Company’s systems or from correspondence with the customer which tracks when a customer accepts delivery of any assets, digital keys or download links The Company has concluded revenue is recognized based on delivery of services over the contract period for advertising and on a straight-line basis over the contract period for subscriptions. The Company believes that the methods described are a faithful depiction of the transfer of goods and services. The Company’s Cloud Services business consists primarily of performance obligations that are satisfied over time. This has been determined based on the fact that the nature of services offered are subscription based and include fax, voice, backup, security, CPP, and email marketing products where the customer simultaneously receives and consumes the benefit of the services provided regardless of whether the customer uses the services or not. Depending on the individual contracts with the customer, revenue for these services are recognized over the contract period when any of the following materially distinct performance obligations are satisfied: • Faxing capabilities are provided • Voice services are provided • Email marketing services are provided • Consumer privacy services are provided • Security solutions, including email and endpoint are provided • Online data backup capabilities are provided The Company has concluded that the best measure of progress toward the complete satisfaction of the performance obligation over time is a time-based measure. The Company recognizes revenue on a straight-line basis throughout the subscription period and believes that the method used is a faithful depiction of the transfer of goods and services. Performance Obligations Satisfied at a Point in Time The Company’s Digital Media business has technology subscriptions that have standalone functionality. As a result, they are considered to be functional intellectual property where the performance obligations are satisfied at a point in time. This is evidenced once a digital key is delivered to the customer. Once the key is delivered to the customer, the customer has full control of the technology and the Company has no further performance obligations. The Company has concluded that revenue is recognized once the digital key is delivered. The Company believes that this method is a faithful depiction of the transfer of goods and services. Practical Expedients Existence of a Significant Financing Component in a Contract As a practical expedient, the Company has not assessed whether a contract has a significant financing component because the Company expects at contract inception that the period between payment by the customer and the transfer of promised goods or services by the Company to the customer will be one year or less. In addition, the Company has determined that the payment terms that the Company provides to its customers are structured primarily for reasons other than the provision of finance to the Company. The Company typically charges a single upfront amount for the services because other payment terms would affect the nature of the risk assumed by the Company to provide service given the costs of the customer acquisition and the highly competitive and commoditized nature of the business we operate which allows customers to easily move from one provider to another. This additional risk may make it uneconomical to provide the service. Costs to Fulfill a Contract The Company’s revenues are primarily generated from customer contracts that are for one year or less. Costs primarily consist of incentive compensation paid based on the achievements of sales targets in a given period for related revenue streams and are recognized in the month when the revenue is earned. Incentive compensation is paid on the issuance or renewal of the customer contract. As a practical expedient, for amortization periods which are determined to be one year or less, the Company expenses any incremental costs of obtaining the contract with a customer when incurred. For those customers with amortization periods determined to be greater than one year, the Company capitalizes and amortizes the expenses over the period of benefit. In addition, the Company partners with various affiliates in order to generate a portion of its revenue for certain lines of business. The commissions earned by the Company’s affiliates are incentive based and are paid on the acquisition of new customers in a given period. For those customers with amortization periods determined to be greater than one year, the Company capitalizes and amortizes the expenses over the period of benefit. Revenues Invoiced The Company has applied the practical expedient for certain revenue streams to exclude the value of remaining performance obligations for (i) contracts with an original expected term of one year or less or (ii) contracts for which the Company recognizes revenue in proportion to the amount it has the right to invoice for services performed. |
Investments | Investments The Company accounts for its investments in debt securities in accordance with ASC Topic No. 320, Investments - Debt Securities (“ASC 320”). Debt investments are typically comprised of corporate debt securities, which it classifies as available-for-sale. Available-for-sale securities are carried at fair value with unrealized gains and losses included in other comprehensive income. All debt securities are accounted for on a specific identification basis. The Company’s available-for-sale debt securities are carried at an estimated fair value with any unrealized gains or losses, net of taxes, included in accumulated other comprehensive loss in stockholders’ equity. Available-for-sale debt securities with an amortized cost basis in excess of estimated fair value are assessed to determine what amount of that difference, if any, is caused by expected credit losses. Expected credit losses on available-for-sale debt securities are recognized in loss on investments, net on our Condensed Consolidated Statements of Operations, and any remaining unrealized losses, net of taxes, are included in accumulated comprehensive loss in stockholders’ equity. The Company accounts for its investments in equity securities in accordance with ASC Topic No. 321, Investments - Equity Securities (“ASC 321”) which requires the accounting for equity investments (other than those accounted for using the equity method of accounting) generally be measured at fair value for equity securities with readily determinable fair values. For equity securities without a readily determinable fair value that are not accounted for by the equity method, the Company measures the equity security using cost, less impairment, if any, and plus or minus observable price changes arising from orderly transactions in the same or similar investment from the same issuer. Any unrealized gains or losses will be reported in current earnings (see Note 5 - Investments). The Company assesses whether an other-than-temporary impairment loss on an investment has occurred due to declines in fair value or other market conditions (see Note 5 - Investments). |
Variable Interest Entities (“VIE”) | Variable Interest Entities (“VIE”) A VIE requires consolidation by the entity’s primary beneficiary. The Company evaluates its investments in entities in which it is involved to determine if the entity is a VIE and if so, whether it holds a variable interest and is the primary beneficiary. The Company has determined that it holds a variable interest in its investment as a limited partner in the OCV Fund I, LP (“OCV Fund”, “OCV” or the “Fund”). In determining whether the Company is deemed to be the primary beneficiary of the VIE, both of the following characteristics must be present: a) the Company has the power to direct the activities of the VIE that most significantly impacts the VIEs economic performance (the power criterion); and b) the Company has the obligation to absorb losses of the VIE, or the right to receive benefits of the VIE, that could potentially be significant to the VIE (the economic criterion). The Company has concluded that, as a limited partner, although the obligation to absorb losses or the right to benefit from the gains is not insignificant, the Company does not have “power” over OCV because it does not have the ability to direct the significant decisions which impact the economics of OCV. J2 believes that the OCV general partner, as a single decision maker, holds the ability to make the decisions about the activities that most significantly impact the OCV Fund’s economic performance. As a result, the Company has concluded that it will not consolidate OCV, as it is not the primary beneficiary of the OCV Fund, and will account for this investment under the equity-method of accounting. See Note 5, “Investments”. OCV qualifies as an investment company under ASC 946 - Financial Services, Investment Companies (“ASC 946”). Under ASC Topic 323, Investments - Equity Method and Joint Ventures, an investor that holds investments that qualify for specialized industry accounting for investment companies in accordance with ASC 946 should record its share of the earnings or losses, realized or unrealized, as reported by its equity method investees in the Condensed Consolidated Statements of Operations. The Company recognizes its equity in the net earnings or losses relating to the investment in OCV on a one-quarter lag due to the timing and availability of financial information from OCV. If the Company becomes aware of a significant decline in value that is other-than-temporary, the loss will be recorded in the period in which the Company identifies the decline. |
Impairment or Disposal of Long-Lived Assets | Impairment or Disposal of Long-Lived Assets J2 Global accounts for long-lived assets, which include property and equipment, operating lease right-of-use assets and identifiable intangible assets with finite useful lives (subject to amortization), in accordance with the provisions of FASB ASC Topic No. 360, Property, Plant, and Equipment (“ASC 360”), which requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is measured by comparing the carrying amount of an asset to the expected undiscounted future net cash flows generated by the asset. If it is determined that the asset may not be recoverable, and if the carrying amount of an asset exceeds its estimated fair value, an impairment charge is recognized to the extent of the difference. J2 Global assessed whether events or changes in circumstances have occurred that potentially indicate the carrying amount of long-lived assets may not be recoverable. In the second quarter of 2021, the Company recorded an impairment of certain operating right-of-use assets (see Note 10 - Leases). No impairment was recorded in the second quarter of 2020, other than an immaterial impairment associated with a sublease. The Company classifies its long-lived assets to be sold as held for sale in the period (i) it has approved and committed to a plan to sell the asset, (ii) the asset is available for immediate sale in its present condition, (iii) an active program to locate a buyer and other actions required to sell the asset have been initiated, (iv) the sale of the asset is probable, (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value, and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company initially measures a long-lived asset that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a long-lived asset until the date of sale. Upon designation as an asset held for sale, the Company stops recording depreciation expense on the asset. The Company assesses the fair value of a long-lived asset less any costs to sell at each reporting period and until the asset is no longer classified as held for sale. |
Business Combinations and Valuation of Goodwill and Intangible Assets | Business Combinations and Valuation of Goodwill and Intangible Assets J2 Global applies the acquisition method of accounting for business combinations in accordance with GAAP and uses estimates and judgments to allocate the purchase price paid for acquisitions to the fair value of the assets, including identifiable intangible assets, and liabilities acquired. Such estimates may be based on significant unobservable inputs and assumptions such as, but not limited to, revenue growth rates, gross margins, customer attrition rates, royalty rates, discount rates and terminal growth rate assumptions. J2 Global uses established valuation techniques and may engage reputable valuation specialists to assist with the valuations. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Fair values are subject to refinement for up to one year after the closing date of an acquisition as information relative to closing date fair values becomes available. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Intangible assets resulting from the acquisitions of entities accounted for using the acquisition method of accounting are recorded at the estimated fair value of the assets acquired. Identifiable intangible assets are comprised of purchased customer relationships, trademarks and trade names, developed technologies and other intangible assets. Intangible assets subject to amortization are amortized over the period of estimated economic benefit ranging from 1 to 20 years and are included in general and administrative expenses on the Condensed Consolidated Statements of Operations. The Company evaluates its goodwill and indefinite-lived intangible assets for impairment pursuant to FASB ASC Topic No. 350, Intangibles - Goodwill and Other (“ASC 350”), which provides that goodwill and other intangible assets with indefinite lives are not amortized but tested annually for impairment or more frequently if J2 Global believes indicators of impairment exist. In connection with the annual impairment test for goodwill, the Company has the option to perform a qualitative assessment in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then it performs the impairment test upon goodwill. The impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. The Company generally determines the fair value of its reporting units using the income approach methodology of valuation. If the carrying value of a reporting unit exceeds the reporting unit’s fair value, an impairment loss is recognized for the difference. In the second quarter of 2021, the Company recorded an impairment to goodwill associated with the plan to sell the Company’s B2B Backup business (see Note 6 – Assets Held for Sale). No impairment was recorded in the second quarter of 2020. In the first quarter of 2021, the Company changed the annual goodwill impairment assessment date for the Cloud Services business from September 30 to October 1, as it determined this date is preferable, and concluded this was not a material change in accounting principal. |
Contingent Consideration | Contingent Consideration Certain of J2 Global’s acquisition agreements include contingent earn-out arrangements, which are generally based on the achievement of future income thresholds or other metrics. The contingent earn-out arrangements are based upon the Company’s valuations of the acquired companies and reduce the risk of overpaying for acquisitions if the projected financial results are not achieved. The fair values of these earn-out arrangements are included as part of the purchase price of the acquired companies on their respective acquisition dates. For each transaction, the Company estimates the fair value of contingent earn-out payments as part of the initial purchase price and records the estimated fair value of contingent consideration as a liability on the Condensed Consolidated Balance Sheets. J2 Global considers several factors when determining that contingent earn-out liabilities are part of the purchase price, including the following: (1) the valuation of our acquisitions is not supported solely by the initial consideration paid, and the contingent earn-out formula is a critical and material component of the valuation approach to determining the purchase price; and (2) the former shareholders of acquired companies that remain as key employees receive compensation other than contingent earn-out payments at a reasonable level compared with the compensation of the Company’s other key employees. The contingent earn-out payments are not affected by employment termination. J2 Global measures the contingent earn-out liabilities in connection with acquisitions at fair value on a recurring basis using significant unobservable inputs classified within Level 3 of the fair value hierarchy (see Note 7 - Fair Value Measurements). The Company may use various valuation techniques depending on the terms and conditions of the contingent consideration including a Monte-Carlo simulation. This simulation uses a probability distribution for each significant input to produce hundreds or thousands of possible outcomes and the results are analyzed to determine probabilities of different outcomes occurring. Significant increases or decreases to these inputs in isolation would result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent earn-out obligation. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate and the amount paid will be recorded in earnings. The amount paid that is less than or equal to the liability on the acquisition date is reflected as cash used in financing activities in its Condensed Consolidated Statements of Cash Flows. Any amount paid in excess of the liability on the acquisition date is reflected as cash used in operating activities. J2 Global reviews and re-assesses the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could be materially different from the initial estimates or prior quarterly amounts. Changes in the estimated fair value of its contingent earn-out liabilities are reported in general and administrative expenses on the Condensed Consolidated Statements of Operations. |
Income Taxes | Income Taxes J2 Global’s income is subject to taxation in both the U.S. and numerous foreign jurisdictions. Significant judgment is required in evaluating the Company’s tax positions and determining its provision for income taxes. During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. J2 Global establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves for tax contingencies are established when the Company believes that certain positions might be challenged despite the Company’s belief that its tax return positions are fully supportable. J2 Global adjusts these reserves in light of changing facts and circumstances, such as the outcome of a tax audit or lapse of a statute of limitations. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate. J2 Global accounts for income taxes in accordance with FASB ASC Topic No. 740, Income Taxes (“ASC 740”), which requires that deferred tax assets and liabilities be recognized using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the net deferred tax assets will not be realized. The valuation allowance is reviewed quarterly based upon the facts and circumstances known at the time. In assessing this valuation allowance, J2 Global reviews historical and future expected operating results and other factors, including its recent cumulative earnings experience, expectations of future taxable income by taxing jurisdiction and the carryforward periods available for tax reporting purposes, to determine whether it is more likely than not that deferred tax assets are realizable. ASC 740 provides guidance on the minimum threshold that an uncertain income tax benefit is required to meet before it can be recognized in the financial statements and applies to all income tax positions taken by a company. ASC 740 contains a two-step approach to recognizing and measuring uncertain income tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. If it is not more likely than not that the benefit will be sustained on its technical merits, no benefit will be recorded. Uncertain income tax positions that relate only to timing of when an item is included on a tax return are considered to have met the recognition threshold. J2 Global recognized accrued interest and penalties related to uncertain income tax positions in income tax expense on its Condensed Consolidated Statements of Operations. In addition, on March 27, 2020, the “Coronavirus Aid, Relief and Economic Security (CARES) Act” was enacted into law and provides for changes to various tax laws that impact businesses. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act also appropriated funds for the Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) loans that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. The Company did not seek to borrow any funds under the program. However, as a result of an acquisition that closed during the quarter ended December 31, 2020, the Company assumed outstanding PPP loans that had started the process of being forgiven prior to the closing of the acquisition. During the second quarter of 2021, the Company received approval from the SBA to forgive the entire amount of the outstanding PPP Loan. The amount forgiven did not have a significant impact to the Company’s financial statements. |
Share-Based Compensation | Share-Based CompensationJ2 Global accounts for share-based awards to employees and non-employees in accordance with the provisions of FASB ASC Topic No. 718, Compensation - Stock Compensation (“ASC 718”). Accordingly, J2 Global measures share-based compensation expense at the grant date, based on the fair value of the award, and recognizes the expense over the employee’s requisite service period using the straight-line method. The measurement of share-based compensation expense is based on several criteria, including but not limited to the valuation model used and associated input factors, such as expected term of the award, stock price volatility, risk free interest rate, dividend rate and award cancellation rate. These inputs are subjective and are determined using management’s judgment. If differences arise between the assumptions used in determining share-based compensation expense and the actual factors, which become known over time, J2 Global may change the input factors used in determining future share-based compensation expense. Any such changes could materially impact the Company’s results of operations in the period in which the changes are made and in periods thereafter. The Company estimates the expected term based upon the historical exercise behavior of its employees. |
Reclassifications | Reclassifications Certain prior year reported amounts have been reclassified to conform to the 2021 presentation. |
Recent Accounting Pronouncements | In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The Company adopted this ASU in the first quarter of 2021 and has identified no material effect on its financial statements or disclosures. In January 2020, the FASB issued ASU No. 2020-01, Investments - Equity Securities (Topic 321), Investment - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The amendments in this ASU clarify certain interactions between the guidance to account for certain equity securities under Topic 321, the guidance to account for investments under the equity method of accounting in Topic 323, and the accounting for certain forward contracts and purchased options under Topic 815. This ASU identifies two main areas for improvement: (1) accounting for certain equity securities upon the application or discontinuation of the equity method of accounting and (2) scope considerations for forward contracts and purchased options on certain securities. The amendment states, as it is related to the first area of improvement, that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. The amendment also states, as it is relates to forward contracts and purchased options on certain securities, an entity should consider certain criteria to determine the accounting for those forward contracts and purchased options. The Company adopted this ASU in the first quarter of 2021 and has identified no effect on its financial statements or disclosures. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in this ASU provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. LIBOR is expected to phased out by 2021. The amendments in this ASU are effective as of March 12, 2020 through December 31, 2022. The Company is currently evaluating the effect of this ASU on its financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendments in this ASU reduce the number of accounting models for convertible debt instruments and convertible preferred stock in order to simplify the accounting for convertible instruments and reduce complexity. In addition, it amends the guidance for scope exception surrounding derivatives for contracts in an entity’s own equity. In each case, the related guidance surrounding EPS has also been amended. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. The Company is currently evaluating the effect of this ASU on its financial statements and related disclosures. |
Fair Value Measurements | J2 Global complies with the provisions of ASC 820, which defines fair value, provides a framework for measuring fair value and expands the disclosures required for fair value measurements of financial and non-financial assets and liabilities. ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: § Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. § Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. § Level 3 – Unobservable inputs which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company’s money market funds are classified within Level 1. The Company values these Level 1 investments using quoted market prices. The fair value of long-term debt is determined using recent quoted market prices or dealer quotes for each of the Company’s instruments, which are Level 1 inputs. The fair value of the Company’s debt instruments at June 30, 2021 and December 31, 2020 was $2.3 billion and $2.0 billion, respectively (see Note 9 - Debt). Certain of the Company’s debt securities are classified within Level 2. The Company values these Level 2 investments based on model-driven valuations using significant inputs derived from or corroborated by observable market data. The Company classifies its contingent consideration liability in connection with acquisitions within Level 3 because factors used to develop the estimated fair value are unobservable inputs, such as volatility and market risks, and are not supported by market activity. For similar reasons, certain of the Company’s available-for-sale debt securities are classified within Level 3. The valuation approaches used to value the Level 3 investments consider unobservable inputs in the market such as time to liquidity, volatility, dividend yield, and breakpoints. Significant increases or decreases in either of the inputs in isolation would result in a significantly lower or higher fair value measurement. |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Revenues from external customers classified by revenue source are as follows (in thousands): Three Months Ended Six Months Ended Digital Media 2021 2020 2021 2020 Advertising $ 196,888 $ 120,919 $ 371,012 $ 236,184 Subscription 54,168 41,720 105,049 87,148 Other 2,921 1,348 4,789 3,346 Total Digital Media revenues $ 253,977 $ 163,987 $ 480,850 $ 326,678 Cloud Services Subscription $ 175,268 $ 167,040 $ 346,605 $ 336,788 Other 91 18 183 54 Total Cloud Services revenues $ 175,359 $ 167,058 $ 346,788 $ 336,842 Corporate $ — $ — $ — $ 1 Elimination of inter-segment revenues (292) (61) (410) (144) Total Revenues $ 429,044 $ 330,984 $ 827,228 $ 663,377 Timing of revenue recognition Point in time $ 11,097 $ 4,473 $ 17,062 $ 10,970 Over time 417,947 326,511 810,166 652,407 Total $ 429,044 $ 330,984 $ 827,228 $ 663,377 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Allocation of Aggregate Purchase Price | Assets and Liabilities Valuation Accounts receivable $ 3,953 Prepaid expenses and other current assets 1,569 Property and equipment 1,838 Operating lease right-of-use assets, noncurrent 5,888 Trade names 11,514 Customer relationship 5,000 Goodwill 53,013 Other intangibles 29,801 Deferred tax asset 230 Accounts payable and accrued expenses (2,207) Deferred revenue (5,664) Operating lease liabilities, noncurrent (7,191) Deferred tax liability (4,238) Other long-term liabilities (1,726) Total $ 91,780 |
Pro Forma Financial Information | The supplemental information on an unaudited pro forma financial basis presents the combined results of J2 Global and its 2021 acquisitions as if each acquisition had occurred on January 1, 2020 (in thousands, except per share amounts): Six Months Ended 2021 2020 (unaudited) (unaudited) Revenues $ 856,052 $ 698,299 Net income $ 95,335 $ 32,803 EPS - Basic $ 2.14 $ 0.69 EPS - Diluted $ 2.02 $ 0.67 |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Summary of Securities without Readily Determinable Fair Value | The following table summarizes the gross unrealized gains and losses and estimated fair values for the Company’s securities without a readily determinable fair value (in thousands): Cost Impairment Adjustments Reported Amount June 30, 2021 Equity securities $ 31,779 $ (16,677) $ (479) $ 14,623 Total $ 31,779 $ (16,677) $ (479) $ 14,623 December 31, 2020 Equity securities $ 50,384 $ (19,605) $ (479) $ 30,300 Total $ 50,384 $ (19,605) $ (479) $ 30,300 |
Summary of Available-for-sale Investments | The following table summarizes the gross unrealized gains and losses and fair values for investments classified as available-for-sale investments (in thousands): Amortized Gross Gross Fair June 30, 2021 Corporate debt securities $ — $ — $ — $ — Total $ — $ — $ — $ — December 31, 2020 Corporate debt securities $ 511 $ 152 $ — $ 663 Total $ 511 $ 152 $ — $ 663 |
Available-for-Sale Securities Classified by Contractual Maturity Date | The following table summarizes J2 Global’s corporate debt securities designated as available-for-sale, classified by the contractual maturity date of the security (in thousands): June 30, 2021 December 31, 2020 Due within 1 year $ — $ 663 Due within more than 1 year but less than 5 years — — Due within more than 5 years but less than 10 years — — Due 10 years or after — — Total $ — $ 663 |
Carrying Amount for Equity Method Investment | The following table discloses the carrying amount for the Company’s equity method investment (in thousands): June 30, 2021 December 31, 2020 Equity method investment $ 102,773 $ 67,195 Maximum exposure to loss $ 102,773 $ 67,195 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets and Liabilities Held for Sale | The following table presents information related to the assets and liabilities that were classified as held for sale in our Condensed Consolidated Balance Sheet (in thousands): June 30, 2021 Accounts receivable, net of allowance of $346 $ 6,513 Prepaid expenses and other current assets 2,426 Property and equipment, net 10,161 Operating lease right-of-use assets 15,181 Trade names, net 3,886 Customer relationships, net 8,131 Goodwill 48,632 Other purchased intangibles, net 776 Deferred income taxes, noncurrent 11,326 Other assets 94 Total assets held for sale $ 107,126 Accounts payable and accrued expenses $ 2,720 Income taxes payable, current 155 Deferred revenue, current 2,650 Operating lease liabilities, current 2,875 Other current liabilities 393 Deferred revenue, noncurrent 4 Operating lease liabilities, noncurrent 11,915 Deferred income taxes, noncurrent 563 Other long-term liabilities 170 Total liabilities held for sale $ 21,445 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement Inputs and Valuation Techniques | The following table presents the fair values, valuation techniques, unobservable inputs, and ranges of the Company’s financial liabilities categorized within Level 3. The weighted averages below are a product of the unobservable input and fair value of the contingent consideration arrangement as of June 30, 2021. Valuation Technique Unobservable Input Range Weighted Average Contingent Consideration Option-Based Model Risk free rate 2.2% 2.2 % Debt spread 0.0% - 74.7% 17.7 % Probabilities 100.0% 100.0 % Present value factor 2.2% - 3.9% 3.3 % Discount rate 38.0% 38.0 % |
Fair Values of Financial Instruments Measured On Recurring Basis | he following tables present the fair values of the Company’s financial assets or liabilities that are measured at fair value on a recurring basis (in thousands): June 30, 2021 Level 1 Level 2 Level 3 Fair Value Carrying Value Assets: Cash equivalents: Money market and other funds $ 10,407 $ — $ — $ 10,407 $ 10,407 Corporate debt securities — — — — — Total assets measured at fair value $ 10,407 $ — $ — $ 10,407 $ 10,407 Liabilities: Contingent consideration $ — $ — $ 5,582 $ 5,582 $ 5,582 Debt 2,302,633 — — 2,302,633 1,591,861 Total liabilities measured at fair value $ 2,302,633 $ — $ 5,582 $ 2,308,215 $ 1,597,443 December 31, 2020 Level 1 Level 2 Level 3 Fair Value Carrying Value Assets: Cash equivalents: Money market and other funds $ 10,413 $ — $ — $ 10,413 $ 10,413 Corporate debt securities — 663 — 663 663 Total assets measured at fair value $ 10,413 $ 663 $ — $ 11,076 $ 11,076 Liabilities: Contingent consideration $ — $ — $ 9,094 $ 9,094 $ 9,094 Debt 1,960,527 — — 1,960,527 1,579,021 Total liabilities measured at fair value $ 1,960,527 $ — $ 9,094 $ 1,969,621 $ 1,588,115 |
Reconciliation of Level 3 Financial Liabilities Measured on Recurring Basis | The following table presents a reconciliation of the Company’s Level 3 financial liabilities related to contingent consideration that are measured at fair value on a recurring basis (in thousands): Level 3 Affected line item in the Statement of Operations Balance as of January 1, 2021 $ 9,094 Contingent consideration 1,754 Total fair value adjustments reported in earnings 562 General and administrative Contingent consideration payments (5,828) Not applicable Balance as of June 30, 2021 $ 5,582 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amounts of Goodwill | The changes in carrying amounts of goodwill for the six months ended June 30, 2021 are as follows (in thousands): Fax and Martech Voice, Backup, Security and CPP Total Cloud Services Digital Media Consolidated Balance as of January 1, 2021 $ 425,471 $ 499,025 $ 924,496 $ 942,934 $ 1,867,430 Goodwill acquired (Note 4) 39,519 — 39,519 13,494 53,013 Goodwill removed due to sale of a business (1) — (1,339) (1,339) — (1,339) Goodwill reclassified to noncurrent assets held for sale (2) — (48,632) (48,632) — (48,632) Goodwill impairment (3) — (32,629) (32,629) — (32,629) Purchase accounting adjustments (4) — 47 47 2,603 2,650 Foreign exchange translation (1,861) (817) (2,678) (276) (2,954) Balance as of June 30, 2021 $ 463,129 $ 415,655 $ 878,784 $ 958,755 $ 1,837,539 (1) On February 9, 2021, in a cash transaction, the Company sold certain of its Voice assets in the United Kingdom which resulted in $1.3 million of goodwill being removed in connection with this sale (see Note 6 - Assets Held for Sale). (2) During the six months ended June 30, 2021, the Company reclassified $48.6 million of goodwill to noncurrent assets held for sale in connection with certain B2B Backup assets. (see Note 6 - Assets Held for Sale). (3) During the second quarter of 2021, the Company had an impairment to goodwill of $32.6 million in connection with certain B2B Backup assets (see Note 6 - Assets Held for Sale). (4) Purchase accounting adjustments relate to measurement period adjustments to goodwill in connection with prior business acquisitions (see Note 4 - Business Acquisitions). |
Intangible Assets with Indefinite Lives | Intangible assets are summarized as of June 30, 2021 and December 31, 2020 as follows (in thousands): June 30, December 31, Trade names $ 27,433 $ 27,460 Other 4,321 4,329 Total $ 31,754 $ 31,789 |
Intangible Assets Subject to Amortization | As of June 30, 2021, intangible assets subject to amortization relate primarily to the following (in thousands): Weighted-Average Historical Accumulated Net Trade names 9.6 years $ 269,782 $ 109,994 $ 159,788 Patent and patent licenses 5.5 years 67,973 67,151 822 Customer relationships (1) 8.0 years 844,952 514,540 330,412 Other purchased intangibles 4.3 years 463,616 297,454 166,162 Total $ 1,646,323 $ 989,139 $ 657,184 (1) Historically, the Company has amortized its customer relationship assets in a pattern that best reflects the pace at which the asset’s benefits are consumed. This pattern results in a substantial majority of the amortization expense being recognized in the first 4 to 5 years, despite the overall life of the asset. As of December 31, 2020, intangible assets subject to amortization relate primarily to the following (in thousands): Weighted-Average Amortization Period Historical Accumulated Net Trade names 10.0 years $ 260,715 $ 100,273 $ 160,442 Patent and patent licenses 5.5 years 67,980 66,964 1,016 Customer relationships (1) 8.0 years 848,875 471,681 377,194 Other purchased intangibles 4.3 years 436,352 265,224 171,128 Total $ 1,613,922 $ 904,142 $ 709,780 (1) Historically, the Company has amortized its customer relationship assets in a pattern that best reflects the pace at which the asset’s benefits are consumed. This pattern results in a substantial majority of the amortization expense being recognized in the first 4 to 5 years, despite the overall life of the asset. |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt | The Company’s debt as of June 30, 2021 and December 31, 2020 consists of the following (in thousands): June 30, 2021 December 31, 2020 4.625% Senior Notes $ 750,000 $ 750,000 Convertible Notes: 3.25% Convertible Notes 399,613 402,414 1.75% Convertible Notes 550,000 550,000 Total Notes 1,699,613 1,702,414 Paycheck Protection Program Loan — 910 Bridge Loan 2,811 — Less: Unamortized discount (100,405) (112,798) Deferred issuance costs (10,158) (11,505) Total debt 1,591,861 1,579,021 Less: current portion (402,134) (396,801) Total long-term debt, less current portion $ 1,189,727 $ 1,182,220 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Components of Lease Expense | The components of lease expense were as follows (in thousands): Three Months Ended June 30, Six Months Ended 2021 2020 2021 2020 Operating lease cost $ 10,889 $ 9,114 $ 17,837 $ 16,218 Short-term lease cost 793 648 1,942 1,093 Total lease cost $ 11,682 $ 9,762 $ 19,779 $ 17,311 |
Balance Sheet and Other Supplemental Operating Lease Information | Supplemental balance sheet information related to leases was as follows (in thousands): June 30, 2021 December 31, 2020 Operating leases Operating lease right-of-use assets $ 82,961 $ 105,845 Operating lease right-of-use assets classified as assets held for sale 15,181 — Total operating lease right-of-use assets $ 98,142 $ 105,845 Operating lease liabilities, current $ 30,818 $ 32,211 Operating lease liabilities, current classified as assets held for sale 2,875 — Operating lease liabilities, noncurrent 81,752 99,177 Operating lease liabilities, noncurrent classified as assets held for sale 11,915 — Total operating lease liabilities $ 127,360 $ 131,388 Other supplemental operating lease information consists of the following: June 30, 2021 December 31, 2020 Operating leases: Weighted average remaining lease term 5.0 years 5.2 years Weighted average discount rate 3.85 % 3.93 % |
Supplemental Cash Flow Information | Supplemental cash flow information related to leases was as follows (in thousands): Six Months Ended 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 15,277 $ 14,499 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 9,274 $ 5,357 |
Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities as of June 30, 2021 were as follows (in thousands): Operating Leases Fiscal Year: 2021 (remainder) $ 18,250 2022 33,715 2023 27,952 2024 20,062 2025 11,672 Thereafter 31,658 Total lease payments $ 143,309 Less: Imputed interest 15,949 Present value of operating lease liabilities $ 127,360 |
Stock Options and Employee St_2
Stock Options and Employee Stock Purchase Plan (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Option Activity | The following table represents stock option activity for the six months ended June 30, 2021: Number of Shares Weighted- Weighted-Average Aggregate Outstanding at January 1, 2021 475,601 $ 69.61 Granted — — Exercised (45,351) 29.34 Canceled — — Outstanding at June 30, 2021 430,250 $ 73.85 6.3 $ 27,405,745 Exercisable at June 30, 2021 180,250 $ 72.22 5.9 $ 11,775,745 Vested and expected to vest at June 30, 2021 363,615 $ 73.64 6.2 $ 23,239,725 |
Market-Based Restricted Stock Awards, Valuation Assumptions | The weighted-average fair values of market-based shares granted have been estimated utilizing the following assumptions: June 30, 2021 June 30, 2020 Underlying stock price at valuation date $ 113.27 $ 91.17 Expected volatility 30.3 % 27.0 % Risk-free interest rate 1.3 % 0.7 % |
Restricted Stock and Restricted Stock Unit Award Activity | Restricted stock award activity for the six months ended June 30, 2021 is set forth below: Shares Weighted-Average Nonvested at January 1, 2021 820,566 $ 62.66 Granted — — Vested (334,294) 64.02 Canceled (2,067) 82.38 Nonvested at June 30, 2021 484,205 $ 61.62 Restricted stock unit award activity for the six months ended June 30, 2021 is set forth below: Number of Weighted-Average Aggregate Outstanding at January 1, 2021 209,784 Granted 163,380 Vested (100,224) Canceled — Outstanding at June 30, 2021 272,940 3.4 $ 37,542,897 Vested and expected to vest at June 30, 2021 182,186 2.8 $ 25,059,725 |
Employee Stock Purchase Plan, Valuation Assumptions | The compensation expense related to the Purchase Plan has been estimated utilizing the following assumptions: June 30, 2021 June 30, 2020 Risk-free interest rate 0.02% 0.1% Expected term (in years) 0.5 0.5 Dividend yield 0.00% 0.00% Expected volatility 29.5% 24.0% Weighted average volatility 29.5% 24.0% |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Components of Basic and Diluted Earnings Per Share | The components of basic and diluted earnings per share are as follows (in thousands, except share and per share data): Three Months Ended June 30, 2021 Six Months Ended 2021 2020 2021 2020 Numerator for basic and diluted net income per common share: Net income attributable to J2 Global, Inc. common shareholders $ 15,717 $ 38,101 $ 93,640 $ 31,697 Net income available to participating securities (a) (15) (178) (100) (221) Net income available to J2 Global, Inc. common shareholders $ 15,702 $ 37,923 $ 93,540 $ 31,476 Denominator: Weighted-average outstanding shares of common stock 44,613,533 46,850,944 44,506,933 47,235,859 Dilutive effect of: Equity incentive plans 138,714 — 123,708 20,037 Convertible debt (b) 2,776,655 586,611 2,500,338 1,023,521 Common stock and common stock equivalents 47,528,902 47,437,555 47,130,979 48,279,417 Net income per share: Basic $ 0.35 $ 0.81 $ 2.10 $ 0.67 Diluted $ 0.33 $ 0.80 $ 1.98 $ 0.65 (a) Represents unvested share-based payment awards that contain certain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid). (b) Represents the incremental shares issuable upon conversion of the 3.25% Convertible Notes due June 15, 2029 (subsequently redeemed in full) and 1.75% Convertible Notes due November 1, 2026 by applying the treasury stock method when the average stock price exceeds the conversion price of the Convertible Notes (see Note 9 - Debt). |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Reconciliation of Total Segment Operating Income to Consolidated Operating Income | Information on reportable segments and reconciliation to consolidated income from operations is as follows (in thousands): Three Months Ended Six Months Ended 2021 2020 2021 2020 Revenue by reportable segment: Digital Media $ 253,977 $ 163,987 $ 480,850 $ 326,678 Cloud Services Fax and Martech 105,127 93,976 206,181 188,643 Voice, Backup, Security, and CPP 70,232 73,082 140,607 148,199 Cloud Services Total 175,359 167,058 346,788 336,842 Elimination of inter-segment revenues (292) (61) (410) (144) Total segment revenues 429,044 330,984 827,228 663,376 Corporate (1) — — — 1 Total revenues $ 429,044 $ 330,984 $ 827,228 $ 663,377 Gross profit by reportable segment: Digital Media $ 228,698 $ 146,649 $ 434,759 $ 288,569 Cloud Services Fax and Martech 85,760 77,245 169,749 156,714 Voice, Backup, Security, and CPP 51,334 50,386 101,760 102,341 Cloud Services Total 137,094 127,631 271,509 259,055 Elimination of inter-segment gross profit (76) (61) (126) (144) Total segment gross profit 365,716 274,219 706,142 547,480 Corporate (1) (9) (37) (74) (36) Total gross profit $ 365,707 $ 274,182 $ 706,068 $ 547,444 Direct costs by reportable segment (2) : Digital Media (3) $ 184,592 $ 126,748 $ 360,010 $ 260,215 Cloud Services Fax and Martech (3) 34,116 27,204 65,052 57,134 Voice, Backup, Security, and CPP (3) 39,944 35,631 79,949 78,186 Cloud Services Total 74,060 62,835 145,001 135,320 Elimination of inter-segment direct costs (76) (61) (126) (144) Total segment direct costs 258,576 189,522 504,885 395,391 Corporate (1) 12,847 11,620 28,419 23,766 Total direct costs (2) $ 271,423 $ 201,142 $ 533,304 $ 419,157 Operating income by reportable segment: Digital Media $ 44,106 $ 19,901 $ 74,749 $ 28,354 Cloud Services Fax and Martech 51,644 50,041 104,697 99,580 Voice, Backup, Security, and CPP 11,390 14,755 21,811 24,155 Cloud Services Total 63,034 64,796 126,508 123,735 Total segment operating income 107,140 84,697 201,257 152,089 Corporate (1) (12,856) (11,657) (28,493) (23,802) Total income from operations $ 94,284 $ 73,040 $ 172,764 $ 128,287 (1) Corporate includes costs associated with general and administrative and other expenses that are managed on a global basis and that are not directly attributable to any particular segment. (2) Direct costs for each segment include other operating expenses that are directly attributable to the segment, such as employee compensation expense, local sales and marketing expenses, engineering and network operations expense, depreciation and amortization and other administrative expenses. (3) Beginning in the third quarter of 2020, certain expenses associated with Corporate that were previously allocated to the Cloud Services business and the Digital Media business for shared costs incurred by Corporate were no longer allocated. Table above has been recast to remove the impact of certain expenses associated with Corporate that were previously allocated to the Cloud Services and Digital Media businesses. |
Total Assets, Capital Expenditures, Depreciation and Amortization | The CODM does not use Balance Sheet and Cash Flow information in connection with operating and investment decisions other than as presented for Digital Media and Cloud Services. Accordingly, the following segment information is presented for Digital Media and Cloud Services. June 30, 2021 December 31, 2020 Assets: Digital Media $ 1,957,615 $ 2,088,397 Cloud Services (1) 1,577,022 1,473,398 Total assets from Digital Media and Cloud Services 3,534,637 3,561,795 Corporate 168,729 103,536 Total assets $ 3,703,366 $ 3,665,331 (1) Assets of $107.1 million, which were classified as held for sale, were included within Cloud Services at June 30, 2021 (see Note 6 - Assets Held For Sale). Six Months Ended 2021 2020 Capital expenditures: Digital Media $ 38,047 $ 29,441 Cloud Services 19,719 21,096 Total capital expenditures from Digital Media and Cloud Services 57,766 50,537 Corporate — — Total capital expenditures $ 57,766 $ 50,537 Three Months Ended June 30, Six Months Ended 2021 2020 2021 2020 Depreciation and amortization: Digital Media $ 49,076 $ 32,565 $ 97,426 $ 65,120 Cloud Services 15,615 16,992 32,662 37,831 Total depreciation and amortization from Digital Media and Cloud Services 64,691 49,557 130,088 102,951 Corporate 45 531 138 1,117 Total depreciation and amortization $ 64,736 $ 50,088 $ 130,226 $ 104,068 |
Revenues and Long-lived Assets by Geographic Information | J2 Global maintains operations in the U.S., Canada, Ireland, Japan and other countries. Geographic information about the U.S. and all other countries for the reporting periods is presented below. Such information attributes revenues based on jurisdictions where revenues are reported (in thousands). Three Months Ended Six Months Ended 2021 2020 2021 2020 Revenues: United States $ 328,531 $ 261,157 $ 580,602 $ 531,466 Canada 20,909 17,000 44,450 33,570 Ireland 29,823 12,570 88,261 25,573 All other countries 49,781 40,257 113,915 72,768 $ 429,044 $ 330,984 $ 827,228 $ 663,377 June 30, December 31, 2020 Long-lived assets: United States $ 858,369 $ 918,125 All other countries 78,952 54,073 Total (1) $ 937,321 $ 972,198 (1) Long-lived assets of $38.1 million, which were classified as assets held for sale, were included within the schedule above at June 30, 2021. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Summary of Changes in Accumulated Balances in Other Comprehensive Income | The following table summarizes the changes in accumulated balances of other comprehensive income (loss), net of tax, for the three months ended June 30, 2021 (in thousands): Unrealized Gains (Losses) on Investments Foreign Currency Translation Total Beginning balance $ 283 $ (63,513) $ (63,230) Other comprehensive income — 3,256 3,256 Net current period other comprehensive income — 3,256 3,256 Ending balance $ 283 $ (60,257) $ (59,974) The following table summarizes the changes in accumulated balances of other comprehensive income (loss), net of tax, for the six months ended June 30, 2021 (in thousands): Unrealized Gains (Losses) on Investments Foreign Currency Translation Total Beginning balance $ 283 $ (55,089) $ (54,806) Other comprehensive loss — (5,168) (5,168) Net current period other comprehensive loss — (5,168) (5,168) Ending balance $ 283 $ (60,257) $ (59,974) |
Basis of Presentation (Details)
Basis of Presentation (Details) | 6 Months Ended |
Jun. 30, 2021 | |
Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 1 year |
Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 20 years |
Revenues (Narrative) (Details)
Revenues (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | ||||
Contract liability, revenue recognized | $ 50.5 | $ 45 | $ 129.4 | $ 113.5 |
Deferred revenue acquired | $ 5.7 | $ 5.7 |
Revenues (Disaggregation of Rev
Revenues (Disaggregation of Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 429,044 | $ 330,984 | $ 827,228 | $ 663,377 |
Point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 11,097 | 4,473 | 17,062 | 10,970 |
Over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 417,947 | 326,511 | 810,166 | 652,407 |
Operating Segments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 429,044 | 330,984 | 827,228 | 663,376 |
Operating Segments | Digital Media | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 253,977 | 163,987 | 480,850 | 326,678 |
Operating Segments | Digital Media | Advertising | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 196,888 | 120,919 | 371,012 | 236,184 |
Operating Segments | Digital Media | Subscription | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 54,168 | 41,720 | 105,049 | 87,148 |
Operating Segments | Digital Media | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 2,921 | 1,348 | 4,789 | 3,346 |
Operating Segments | Cloud Services | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 175,359 | 167,058 | 346,788 | 336,842 |
Operating Segments | Cloud Services | Subscription | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 175,268 | 167,040 | 346,605 | 336,788 |
Operating Segments | Cloud Services | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 91 | 18 | 183 | 54 |
Corporate | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 0 | 0 | 1 |
Elimination of inter-segment | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ (292) | $ (61) | $ (410) | $ (144) |
Business Acquisitions (Narrativ
Business Acquisitions (Narrative) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Business Acquisition [Line Items] | |
Increase in goodwill from adjustment under purchase accounting | $ 2,650 |
Goodwill acquired during period | 53,013 |
Fiscal 2021 Acquisitions | |
Business Acquisition [Line Items] | |
Revenue of acquiree since acquisition date | 5,800 |
Total consideration of transactions | 91,800 |
Expected income tax deductible amount | 14,100 |
Fiscal 2021 Acquisitions | Digital Media | |
Business Acquisition [Line Items] | |
Increase in goodwill from adjustment under purchase accounting | $ 2,600 |
Business Acquisitions (Allocati
Business Acquisitions (Allocation of Aggregate Purchase Price) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||
Goodwill | $ 1,837,539 | $ 1,867,430 |
Deferred revenue | (5,700) | |
Fiscal 2021 Acquisitions | ||
Business Acquisition [Line Items] | ||
Accounts receivable | 3,953 | |
Prepaid expenses and other current assets | 1,569 | |
Property and equipment | 1,838 | |
Operating lease right-of-use assets, noncurrent | 5,888 | |
Goodwill | 53,013 | |
Deferred tax asset | 230 | |
Accounts payable and accrued expenses | (2,207) | |
Deferred revenue | (5,664) | |
Operating lease liabilities, noncurrent | (7,191) | |
Deferred tax liability | (4,238) | |
Other long-term liabilities | (1,726) | |
Total | 91,780 | |
Fiscal 2021 Acquisitions | Trade names | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets | 11,514 | |
Fiscal 2021 Acquisitions | Customer relationship | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets | 5,000 | |
Fiscal 2021 Acquisitions | Other intangibles | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets | $ 29,801 |
Business Acquisitions (Pro Form
Business Acquisitions (Pro Forma Financial Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Business Combination and Asset Acquisition [Abstract] | ||
Revenues | $ 856,052 | $ 698,299 |
Net income | $ 95,335 | $ 32,803 |
EPS - Basic (usd per share) | $ 2.14 | $ 0.69 |
EPS - Diluted (usd per share) | $ 2.02 | $ 0.67 |
Investments (Summary of Securit
Investments (Summary of Securities without Readily Determinable Fair Value) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |||
Cost | $ 31,779 | $ 50,384 | |
Impairment | (16,677) | $ (19,600) | (19,605) |
Adjustments | (479) | (479) | |
Reported Amount | $ 14,623 | $ 30,300 |
Investments (Narrative) (Detail
Investments (Narrative) (Details) $ in Thousands | Sep. 25, 2017USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($)investment | Dec. 31, 2020USD ($) |
Unusual or Infrequent Item, or Both [Line Items] | ||||||
Loss on investments, net | $ 16,677 | $ 3 | $ 16,677 | $ 20,835 | ||
Impairment loss on equity securities without readily determinable fair value | 16,677 | 19,600 | $ 19,605 | |||
Recognized loss on exchange of available-for-sale debt securities | 4,400 | |||||
Gain on purchase of preferred stock | 3,200 | |||||
Purchase of preferred stock | 800 | |||||
Cumulative impairment losses | 40,500 | $ 40,500 | ||||
Variable interest entity, amount committed to invest | $ 200,000 | |||||
Variable interest entity, ownership percentage | 76.60% | |||||
Annual management fee percentage | 2.00% | |||||
Management fee annual reduction percentage | 10.00% | |||||
Entitled carried interest percentage | 20.00% | |||||
Investment period | 6 years | |||||
Variable interest entity, amount of capital call notices received | $ 11,100 | 26,500 | ||||
Variable interest entity, amount paid | 10,100 | 26,500 | ||||
Income (loss) from equity method investment | (5,752) | (5,821) | 18,519 | (10,090) | (3,100) | |
Management fees recognized | $ 800 | $ 800 | $ 1,500 | $ 1,500 | ||
COVID-19 | ||||||
Unusual or Infrequent Item, or Both [Line Items] | ||||||
Number of investments impaired | investment | 2 | |||||
Equity method investment, impairment | $ 7,000 |
Investments (Summary of Availab
Investments (Summary of Available-for-sale Investments) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 0 | $ 511 |
Gross Unrealized Gains | 0 | 152 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 0 | 663 |
Corporate debt securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 0 | 511 |
Gross Unrealized Gains | 0 | 152 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | $ 0 | $ 663 |
Investments (Available-for-Sale
Investments (Available-for-Sale Securities Classified by Contractual Maturity Date) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Investments, Debt and Equity Securities [Abstract] | ||
Due within 1 year | $ 0 | $ 663 |
Due within more than 1 year but less than 5 years | 0 | 0 |
Due within more than 5 years but less than 10 years | 0 | 0 |
Due 10 years or after | 0 | 0 |
Total | $ 0 | $ 663 |
Investments (Carrying Amount fo
Investments (Carrying Amount for Equity Method Investment) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Investments, Debt and Equity Securities [Abstract] | ||
Equity method investment | $ 102,773 | $ 67,195 |
Maximum exposure to loss | $ 102,773 | $ 67,195 |
Assets Held for Sale - Narrativ
Assets Held for Sale - Narrative (Details) - USD ($) $ in Thousands | Feb. 09, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Discontinued Operations and Disposal Groups [Abstract] | |||||
Gain on sale of businesses | $ 2,800 | $ 823 | $ 0 | $ 2,802 | $ 0 |
Goodwill impairment on business | $ 32,629 | $ 0 | $ 32,629 | $ 0 |
Assets Held for Sale - Assets a
Assets Held for Sale - Assets and Liabilities Held for Sale (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Operating lease right-of-use assets | $ 15,181 | $ 0 |
Operating lease liabilities, current | 2,875 | 0 |
Operating lease liabilities, noncurrent | 11,915 | $ 0 |
Disposal Group, Held-for-sale, Not Discontinued Operations | B2B Backup Business | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Accounts receivable, net of allowance of $346 | 6,513 | |
Prepaid expenses and other current assets | 2,426 | |
Property and equipment, net | 10,161 | |
Goodwill | 48,632 | |
Deferred income taxes, noncurrent | 11,326 | |
Other assets | 94 | |
Total assets held for sale | 107,126 | |
Accounts payable and accrued expenses | 2,720 | |
Income taxes payable, current | 155 | |
Deferred revenue, current | 2,650 | |
Other current liabilities | 393 | |
Deferred revenue, noncurrent | 4 | |
Deferred income taxes, noncurrent | 563 | |
Other long-term liabilities | 170 | |
Total liabilities held for sale | 21,445 | |
Disposal Group, Held-for-sale, Not Discontinued Operations | B2B Backup Business | Trade names | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Intangible assets | 3,886 | |
Disposal Group, Held-for-sale, Not Discontinued Operations | B2B Backup Business | Customer relationship | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Intangible assets | 8,131 | |
Disposal Group, Held-for-sale, Not Discontinued Operations | B2B Backup Business | Other intangibles | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Intangible assets | $ 776 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value of debt instruments | $ 2,300,000 | $ 2,000,000 | |
Changes in fair value of contingent consideration | 562 | $ (232) | |
Level 3 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Contingent consideration paid | 5,828 | ||
Other Business Acquisitions | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Maximum of contingent consideration may be payable | 5,800 | ||
Fair value of contingent consideration | 5,600 | $ 9,100 | |
Contingent consideration paid | $ 5,800 |
Fair Value Measurements (Fair V
Fair Value Measurements (Fair Value Measurement Inputs and Valuation Techniques) (Details) - Option-Based Model | Jun. 30, 2021 |
Risk free rate | Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent Consideration | 0.022 |
Risk free rate | Weighted Average | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent Consideration | 0.022 |
Debt spread | Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent Consideration | 0 |
Debt spread | Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent Consideration | 0.747 |
Debt spread | Weighted Average | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent Consideration | 0.177 |
Probabilities | Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent Consideration | 1 |
Probabilities | Weighted Average | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent Consideration | 1 |
Present value factor | Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent Consideration | 0.022 |
Present value factor | Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent Consideration | 0.039 |
Present value factor | Weighted Average | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent Consideration | 0.033 |
Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent Consideration | 0.380 |
Discount rate | Weighted Average | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent Consideration | 0.380 |
Fair Value Measurements (Fair_2
Fair Value Measurements (Fair Values of Financial Instruments Measured On Recurring Basis) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt | $ 2,300,000 | $ 2,000,000 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets measured at fair value | 10,407 | 11,076 |
Contingent consideration | 5,582 | 9,094 |
Debt | 2,302,633 | 1,960,527 |
Total liabilities measured at fair value | 2,308,215 | 1,969,621 |
Fair Value | Money market and other funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Money market and other funds | 10,407 | 10,413 |
Fair Value | Corporate debt securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Corporate debt securities | 0 | 663 |
Fair Value | Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets measured at fair value | 10,407 | 10,413 |
Contingent consideration | 0 | 0 |
Debt | 2,302,633 | 1,960,527 |
Total liabilities measured at fair value | 2,302,633 | 1,960,527 |
Fair Value | Level 1 | Money market and other funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Money market and other funds | 10,407 | 10,413 |
Fair Value | Level 1 | Corporate debt securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Corporate debt securities | 0 | 0 |
Fair Value | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets measured at fair value | 0 | 663 |
Contingent consideration | 0 | 0 |
Debt | 0 | 0 |
Total liabilities measured at fair value | 0 | 0 |
Fair Value | Level 2 | Money market and other funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Money market and other funds | 0 | 0 |
Fair Value | Level 2 | Corporate debt securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Corporate debt securities | 0 | 663 |
Fair Value | Level 3 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets measured at fair value | 0 | 0 |
Contingent consideration | 5,582 | 9,094 |
Debt | 0 | 0 |
Total liabilities measured at fair value | 5,582 | 9,094 |
Fair Value | Level 3 | Money market and other funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Money market and other funds | 0 | 0 |
Fair Value | Level 3 | Corporate debt securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Corporate debt securities | 0 | 0 |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets measured at fair value | 10,407 | 11,076 |
Contingent consideration | 5,582 | 9,094 |
Total liabilities measured at fair value | 1,597,443 | 1,588,115 |
Carrying Value | Money market and other funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Money market and other funds | 10,407 | 10,413 |
Carrying Value | Corporate debt securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Corporate debt securities | $ 0 | $ 663 |
Fair Value Measurements (Reconc
Fair Value Measurements (Reconciliation of Level 3 Financial Liabilities Measured on Recurring Basis) (Details) - Level 3 $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance as of January 1, 2021 | $ 9,094 |
Contingent consideration | 1,754 |
Total fair value adjustments reported in earnings | 562 |
Contingent consideration payments | (5,828) |
Balance as of June 30, 2021 | $ 5,582 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands | Feb. 09, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | $ 48,000 | $ 35,600 | $ 96,500 | $ 74,400 | |
Estimated future amortization for the remainder of fiscal year | 93,300 | 93,300 | |||
Estimated future amortization expense in year one | 146,600 | 146,600 | |||
Estimated future amortization expense in year two | 125,900 | 125,900 | |||
Estimated future amortization expense in year three | 79,300 | 79,300 | |||
Estimated future amortization expense in year four | 74,200 | 74,200 | |||
Estimated future amortization expense thereafter | 138,000 | 138,000 | |||
Gain on sale of businesses | $ 2,800 | $ 823 | $ 0 | $ 2,802 | $ 0 |
Minimum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible asset, useful life | 1 year | ||||
Maximum | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible asset, useful life | 20 years |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets (Changes in Carrying Amounts of Goodwill) (Details) - USD ($) $ in Thousands | Feb. 09, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Goodwill [Line Items] | |||||
Balance as of January 1, 2021 | $ 1,867,430 | ||||
Goodwill acquired (Note 4) | 53,013 | ||||
Goodwill removed due to sale of a business | (1,339) | ||||
Goodwill reclassified to noncurrent assets held for sale | (48,632) | ||||
Goodwill impairment | $ (32,629) | $ 0 | (32,629) | $ 0 | |
Purchase accounting adjustments | 2,650 | ||||
Foreign exchange translation | (2,954) | ||||
Balance as of June 30, 2021 | 1,837,539 | 1,837,539 | |||
Voice, Backup, Security and CPP | |||||
Goodwill [Line Items] | |||||
Goodwill removed due to sale of a business | $ (1,300) | ||||
Operating Segments | Total Cloud Services | |||||
Goodwill [Line Items] | |||||
Balance as of January 1, 2021 | 924,496 | ||||
Goodwill acquired (Note 4) | 39,519 | ||||
Goodwill removed due to sale of a business | (1,339) | ||||
Goodwill reclassified to noncurrent assets held for sale | (48,632) | ||||
Goodwill impairment | (32,629) | ||||
Purchase accounting adjustments | 47 | ||||
Foreign exchange translation | (2,678) | ||||
Balance as of June 30, 2021 | 878,784 | 878,784 | |||
Operating Segments | Fax and Martech | |||||
Goodwill [Line Items] | |||||
Balance as of January 1, 2021 | 425,471 | ||||
Goodwill acquired (Note 4) | 39,519 | ||||
Goodwill removed due to sale of a business | 0 | ||||
Goodwill reclassified to noncurrent assets held for sale | 0 | ||||
Goodwill impairment | 0 | ||||
Purchase accounting adjustments | 0 | ||||
Foreign exchange translation | (1,861) | ||||
Balance as of June 30, 2021 | 463,129 | 463,129 | |||
Operating Segments | Voice, Backup, Security and CPP | |||||
Goodwill [Line Items] | |||||
Balance as of January 1, 2021 | 499,025 | ||||
Goodwill acquired (Note 4) | 0 | ||||
Goodwill removed due to sale of a business | (1,339) | ||||
Goodwill reclassified to noncurrent assets held for sale | (48,632) | ||||
Goodwill impairment | (32,629) | ||||
Purchase accounting adjustments | 47 | ||||
Foreign exchange translation | (817) | ||||
Balance as of June 30, 2021 | 415,655 | 415,655 | |||
Operating Segments | Digital Media | |||||
Goodwill [Line Items] | |||||
Balance as of January 1, 2021 | 942,934 | ||||
Goodwill acquired (Note 4) | 13,494 | ||||
Goodwill removed due to sale of a business | 0 | ||||
Goodwill reclassified to noncurrent assets held for sale | 0 | ||||
Goodwill impairment | 0 | ||||
Purchase accounting adjustments | 2,603 | ||||
Foreign exchange translation | (276) | ||||
Balance as of June 30, 2021 | $ 958,755 | $ 958,755 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets (Intangible Assets with Indefinite Lives) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets | $ 31,754 | $ 31,789 |
Trade names | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets | 27,433 | 27,460 |
Other | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets | $ 4,321 | $ 4,329 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets (Intangible Assets Subject to Amortization) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Historical Cost | $ 1,646,323 | $ 1,613,922 |
Accumulated Amortization | 989,139 | 904,142 |
Net | $ 657,184 | $ 709,780 |
Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Amortization Period | 1 year | |
Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Amortization Period | 20 years | |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Amortization Period | 9 years 7 months 6 days | 10 years |
Historical Cost | $ 269,782 | $ 260,715 |
Accumulated Amortization | 109,994 | 100,273 |
Net | $ 159,788 | $ 160,442 |
Patent and patent licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Amortization Period | 5 years 6 months | 5 years 6 months |
Historical Cost | $ 67,973 | $ 67,980 |
Accumulated Amortization | 67,151 | 66,964 |
Net | $ 822 | $ 1,016 |
Customer relationship | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Amortization Period | 8 years | 8 years |
Historical Cost | $ 844,952 | $ 848,875 |
Accumulated Amortization | 514,540 | 471,681 |
Net | $ 330,412 | $ 377,194 |
Customer relationship | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Amortization Period | 4 years | 4 years |
Customer relationship | Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Amortization Period | 5 years | 5 years |
Other purchased intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Amortization Period | 4 years 3 months 18 days | 4 years 3 months 18 days |
Historical Cost | $ 463,616 | $ 436,352 |
Accumulated Amortization | 297,454 | 265,224 |
Net | $ 166,162 | $ 171,128 |
Debt (Long-term Debt) (Details)
Debt (Long-term Debt) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Oct. 07, 2020 | Nov. 15, 2019 | Jun. 10, 2014 |
Debt Instrument [Line Items] | |||||
Less: Unamortized discount | $ (100,405) | $ (112,798) | |||
Deferred issuance costs | (10,158) | (11,505) | |||
Total debt | 1,591,861 | 1,579,021 | |||
Less: current portion | (402,134) | (396,801) | |||
Total long-term debt, less current portion | 1,189,727 | 1,182,220 | |||
Senior Notes | 4.625% Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate | 4.625% | ||||
Total Notes | 750,000 | 750,000 | |||
Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Total Notes | 1,699,613 | 1,702,414 | |||
Convertible Debt | 3.25% Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate | 3.25% | ||||
Total Notes | 399,613 | 402,414 | |||
Convertible Debt | 1.75% Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate | 1.75% | ||||
Total Notes | 550,000 | 550,000 | |||
Deferred issuance costs | $ (2,800) | ||||
Loans Payable | Paycheck Protection Program, CARES Act | |||||
Debt Instrument [Line Items] | |||||
Total Notes | 0 | 910 | |||
Loans Payable | Bridge Loan | |||||
Debt Instrument [Line Items] | |||||
Total Notes | $ 2,811 | $ 0 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) | Aug. 02, 2021USD ($)shares | Jun. 02, 2021USD ($)extension | Oct. 07, 2020USD ($)fiscalQuarterPeriod | Nov. 15, 2019USD ($)tradingDay | Jun. 10, 2014USD ($) | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Apr. 07, 2021USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | ||||||||||
Fair value of debt instruments | $ 2,300,000,000 | $ 2,300,000,000 | $ 2,000,000,000 | |||||||
Repayments of long-term debt | 2,802,000 | $ 0 | ||||||||
Deferred issuance costs | 10,158,000 | 10,158,000 | 11,505,000 | |||||||
Long-term debt | $ 1,591,861,000 | $ 1,591,861,000 | 1,579,021,000 | |||||||
Common stock | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Exercise of 3.25% Convertible Note (in shares) | shares | 19,033 | 19,033 | ||||||||
Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | |||||||||
Increase available | 250,000,000 | |||||||||
Total aggregate commitment | $ 350,000,000 | |||||||||
Bridge Loan Facility | Bridge Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 405,000,000 | |||||||||
Term | 364 days | |||||||||
Number of extensions | extension | 2 | |||||||||
Extension period | 3 months | |||||||||
Funding fee percentage | 0.50% | |||||||||
Duration fee percentage | 0.25% | |||||||||
Anniversary fee percentage | 0.50% | |||||||||
Bridge Loan Facility | Bridge Loan | Base Rate | Initial Funding | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.00% | |||||||||
Bridge Loan Facility | Bridge Loan | Base Rate | Six To Twelve Months After Funding | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.50% | |||||||||
Bridge Loan Facility | Bridge Loan | Base Rate | Twelve Months After Funding Until Repayment | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 3.00% | |||||||||
Bridge Loan Facility | Bridge Loan | LIBOR | Initial Funding | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 3.00% | |||||||||
Bridge Loan Facility | Bridge Loan | LIBOR | Six To Twelve Months After Funding | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 3.50% | |||||||||
Bridge Loan Facility | Bridge Loan | LIBOR | Twelve Months After Funding Until Repayment | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 4.00% | |||||||||
Senior Notes | 4.625% Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stated interest rate | 4.625% | |||||||||
Face amount | $ 750,000,000 | |||||||||
Proceeds from debt, net of issuance costs | $ 742,700,000 | |||||||||
Percentage principal outstanding to be eligible for redemption | 50.00% | |||||||||
Covenant, leverage ratio, minimum | 3.5 | |||||||||
Covenant restricted payment threshold | $ 250,000,000 | |||||||||
Covenant, EBITDA minimum | 50.00% | |||||||||
Covenant, EBITDA minimum, fiscal quarter period | fiscalQuarterPeriod | 4 | |||||||||
Fair value of debt instruments | $ 778,400,000 | $ 778,400,000 | 796,900,000 | |||||||
Outstanding debt originating from the Paycheck Protection Program | 750,000,000 | 750,000,000 | 750,000,000 | |||||||
Senior Notes | 4.625% Senior Notes | Debt Instrument, Redemption, Period One | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Redemption price, percentage | 104.625% | |||||||||
Percentage of principal amount redeemed | 40.00% | |||||||||
Senior Notes | 4.625% Senior Notes | Debt Instrument, Redemption, Period Two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Redemption price, percentage | 100.00% | |||||||||
Senior Notes | 6.0% Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stated interest rate | 6.00% | |||||||||
Convertible Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Outstanding debt originating from the Paycheck Protection Program | 1,699,613,000 | 1,699,613,000 | 1,702,414,000 | |||||||
Convertible Debt | 3.25% Convertible Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stated interest rate | 3.25% | |||||||||
Face amount | $ 402,500,000 | |||||||||
Fair value of debt instruments | $ 815,100,000 | $ 815,100,000 | 593,100,000 | |||||||
Contingent interest period | 6 months | |||||||||
Trading period | 5 days | |||||||||
Contingent interest, minimum trading price per principal amount | $ 1,300 | |||||||||
Convertible debt conversion ratio | 0.0147632 | |||||||||
Convertible debt conversion price (in usd per share) | $ / shares | $ 67.74 | $ 67.74 | ||||||||
Repayments of long-term debt | $ 2,800,000 | |||||||||
Outstanding debt originating from the Paycheck Protection Program | 399,613,000 | $ 399,613,000 | 402,414,000 | |||||||
Convertible Debt | 3.25% Convertible Notes | Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayments of long-term debt | $ 399,600,000 | |||||||||
Exercise of 3.25% Convertible Note (in shares) | shares | 3,031,817 | |||||||||
Convertible Debt | 1.75% Convertible Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stated interest rate | 1.75% | |||||||||
Face amount | $ 550,000,000 | |||||||||
Proceeds from debt, net of issuance costs | $ 537,100,000 | |||||||||
Fair value of debt instruments | $ 706,400,000 | $ 706,400,000 | 569,700,000 | |||||||
Convertible debt conversion ratio | 0.0079864 | |||||||||
Convertible debt conversion price (in usd per share) | $ / shares | $ 125.21 | $ 125.21 | ||||||||
Borrowing rates of similar debt without the conversion feature | 5.50% | |||||||||
Unamortized discount | $ 118,900,000 | |||||||||
Effective interest rate | 5.50% | |||||||||
Convertible debt carrying amount of equity component | $ 88,100,000 | |||||||||
Convertible debt remaining discount amortization period | 5 years 3 months 18 days | |||||||||
Unamortized debt issuance expense | $ 8,300,000 | $ 8,300,000 | ||||||||
Gross debt issuance costs | 12,900,000 | |||||||||
Accumulated amortization of debt issuance costs | 10,100,000 | |||||||||
Deferred issuance costs | $ 2,800,000 | |||||||||
Outstanding debt originating from the Paycheck Protection Program | 550,000,000 | 550,000,000 | 550,000,000 | |||||||
Convertible Debt | 1.75% Convertible Notes | Debt Instrument, Redemption, Period One | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Convertible debt threshold trading days | tradingDay | 20 | |||||||||
Convertible debt threshold consecutive trading days | tradingDay | 30 | |||||||||
Convertible debt conversion ratio | 1.30 | |||||||||
Convertible Debt | 1.75% Convertible Notes | Debt Instrument, Redemption, Period Two | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Convertible debt threshold trading days | tradingDay | 5 | |||||||||
Convertible debt threshold consecutive trading days | tradingDay | 10 | |||||||||
Convertible debt conversion ratio | 0.98 | |||||||||
Loans Payable | Paycheck Protection Program, CARES Act | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Outstanding debt originating from the Paycheck Protection Program | $ 0 | $ 0 | $ 910,000 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Lessee, Lease, Description [Line Items] | ||||
Operating lease renewal term | 5 years | 5 years | ||
Sublease income | $ 500 | $ 1,000 | $ 900 | $ 1,800 |
Estimated aggregate sublease income to be received in the future | $ 5,800 | 5,800 | ||
Lease asset impairments | $ 7,829 | $ 2,141 | ||
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease terms | 3 years | 3 years | ||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Operating lease terms | 5 years | 5 years |
Leases (Components of Lease Exp
Leases (Components of Lease Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Leases [Abstract] | ||||
Operating lease cost | $ 10,889 | $ 9,114 | $ 17,837 | $ 16,218 |
Short-term lease cost | 793 | 648 | 1,942 | 1,093 |
Total lease cost | $ 11,682 | $ 9,762 | $ 19,779 | $ 17,311 |
Leases (Balance Sheet and Other
Leases (Balance Sheet and Other Supplemental Operating Lease Information) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 82,961 | $ 105,845 |
Operating lease right-of-use assets classified as assets held for sale | 15,181 | 0 |
Total operating lease right-of-use assets | 98,142 | 105,845 |
Operating lease liabilities, current | 30,818 | 32,211 |
Operating lease liabilities, current classified as assets held for sale | 2,875 | 0 |
Operating lease liabilities, noncurrent | 81,752 | 99,177 |
Operating lease liabilities, noncurrent | 11,915 | 0 |
Present value of operating lease liabilities | $ 127,360 | $ 131,388 |
Weighted average remaining lease term | 5 years | 5 years 2 months 12 days |
Weighted average discount rate | 3.85% | 3.93% |
Leases (Supplemental Cash Flow
Leases (Supplemental Cash Flow Information) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 15,277 | $ 14,499 |
Right-of-use assets obtained in exchange for operating lease obligations | $ 9,274 | $ 5,357 |
Leases (Maturities of Operating
Leases (Maturities of Operating Lease Liabilities) (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2021 (remainder) | $ 18,250 | |
2022 | 33,715 | |
2023 | 27,952 | |
2024 | 20,062 | |
2025 | 11,672 | |
Thereafter | 31,658 | |
Total lease payments | 143,309 | |
Less: Imputed interest | 15,949 | |
Present value of operating lease liabilities | $ 127,360 | $ 131,388 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Jun. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Loss contingencies accrued | $ 4.5 |
Estimate of possible loss | $ 25.4 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||||
Effective income tax rate | 9.10% | 26.70% | 9.50% | 37.10% | |
Income before income taxes, foreign operations | $ 77,200,000 | $ 69,000,000 | |||
Liabilities for uncertain income tax positions | $ 53,500,000 | 53,500,000 | $ 57,100,000 | ||
Cash paid for income taxes | 37,300,000 | 8,900,000 | |||
Prepaid tax payments | $ 0 | 0 | $ 3,000,000 | ||
Income before income taxes, domestic operations | $ 5,800,000 | $ (2,500,000) |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 11 Months Ended | 12 Months Ended | 26 Months Ended | |||||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | Aug. 06, 2020 | Jun. 10, 2014 | Feb. 29, 2012 | |
Class of Stock [Line Items] | ||||||||||||
Repayments of long-term debt | $ 2,802 | $ 0 | ||||||||||
Number of shares purchased from plan participants (in shares) | 87,155 | |||||||||||
Dividend per common share (in usd per share) | $ 0 | $ 0 | ||||||||||
Common stock | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Exercise of 3.25% Convertible Note (in shares) | 19,033 | 19,033 | ||||||||||
3.25% Convertible Notes | Convertible Debt | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stated interest rate | 3.25% | |||||||||||
Repayments of long-term debt | $ 2,800 | |||||||||||
2012 Repurchase Program | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Maximum number of shares authorized to be repurchased (in shares) | 5,000,000 | |||||||||||
Shares repurchased under the program (in shares) | 1,140,819 | 197,870 | 600,000 | |||||||||
Aggregate cost of shares repurchased | $ 87,500 | $ 16,000 | $ 42,500 | $ 204,600 | ||||||||
2020 Repurchase Program | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Maximum number of shares authorized to be repurchased (in shares) | 10,000,000,000,000 | |||||||||||
Shares repurchased under the program (in shares) | 0 | 2,490,599 | ||||||||||
Aggregate cost of shares repurchased | $ 177,800 |
Stock Options and Employee St_3
Stock Options and Employee Stock Purchase Plan (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of options outstanding (in shares) | 430,250 | 430,250 | 475,601 | ||
Total intrinsic values of options exercised in period | $ 4,000 | $ 3,000 | |||
Compensation cost recognized | $ 6,251 | $ 6,530 | $ 12,363 | $ 12,843 | |
Estimated forfeiture rates | 12.22% | 11.52% | |||
Cash received upon the issuance of common stock | $ 4,232 | $ 3,303 | |||
Share-based Payment Arrangement, Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation cost recognized | 200 | 200 | 400 | $ 400 | |
Unrecognized compensation cost related to non-vested awards granted | 5,300 | $ 5,300 | $ 5,800 | ||
Weighted-average period to recognize compensation cost (in years) | 4 years 6 months | ||||
Restricted (Performance) Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Granted (in shares) | 73,094 | 82,112 | |||
Granted (in usd per share) | $ 94.40 | $ 70.99 | |||
Restricted Stock And Restricted Stock Unit (RSU) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation cost recognized | 5,400 | 5,700 | $ 10,700 | $ 11,300 | |
Unrecognized compensation cost related to non-vested awards granted | $ 43,800 | $ 43,800 | $ 38,600 | ||
Restricted Stock And Restricted Stock Unit (RSU) | Board of Directors | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting periods | 1 year | ||||
Restricted Stock And Restricted Stock Unit (RSU) | Chief Executive Officer | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting periods | 8 years | ||||
Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of stocks outstanding (in shares) | 484,205 | 484,205 | 820,566 | ||
Weighted-average period to recognize compensation cost (in years) | 3 years 10 months 24 days | ||||
Granted (in shares) | 0 | ||||
Granted (in usd per share) | $ 0 | ||||
Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average period to recognize compensation cost (in years) | 4 years 3 months 18 days | ||||
Granted (in shares) | 163,380 | ||||
Minimum | Restricted Stock And Restricted Stock Unit (RSU) | Senior Staff | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting periods | 4 years | ||||
Maximum | Restricted Stock And Restricted Stock Unit (RSU) | Senior Staff | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting periods | 5 years | ||||
2007 Stock Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum issuance of common stock (in shares) | 4,500,000 | 4,500,000 | |||
Purchase price of common stock, percent | 85.00% | ||||
Number of options outstanding (in shares) | 7,250 | 7,250 | |||
Number of stocks outstanding (in shares) | 0 | 0 | |||
2015 Stock Option Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum issuance of common stock (in shares) | 4,200,000 | 4,200,000 | |||
Number of options outstanding (in shares) | 423,000 | 423,000 | |||
Number of stocks outstanding (in shares) | 272,940 | 272,940 | |||
2015 Stock Option Plan | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Market value of common stock on the date of grant for incentive stock options | 100.00% | ||||
Employee Stock Purchase Plan | Common stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum issuance of common stock (in shares) | 2,000,000,000,000 | 2,000,000,000,000 | |||
Market value of common stock on the date of grant for incentive stock options | 85.00% | ||||
Compensation cost recognized | $ 700 | $ 600 | $ 1,300 | $ 1,100 | |
Estimated forfeiture rates | 11.15% | 16.50% | |||
Number of shares available for issuance (in shares) | 0 | 0 | |||
Maximum earnings withheld by the employees | 15.00% | 15.00% | |||
Issuance of shares under employee stock purchase plan (in shares) | 58,145 | 53,694 | |||
Cash received upon the issuance of common stock | $ 4,200 | $ 3,300 |
Stock Options and Employee St_4
Stock Options and Employee Stock Purchase Plan (Stock Option Activity) (Details) - USD ($) | 6 Months Ended |
Jun. 30, 2021 | |
Number of Shares | |
Outstanding at beginning of period (in shares) | 475,601 |
Granted (in shares) | 0 |
Exercised (in shares) | (45,351) |
Canceled (in shares) | 0 |
Outstanding at end of period (in shares) | 430,250 |
Exercisable at end of period (in shares) | 180,250 |
Vested and expected to vest at end of period (in shares) | 363,615 |
Weighted- Average Exercise Price | |
Outstanding at beginning of period (in usd per share) | $ 69.61 |
Granted (in usd per share) | 0 |
Exercised (in usd per share) | 29.34 |
Canceled (in usd per share) | 0 |
Outstanding at end of period (in usd per share) | 73.85 |
Exercisable at end of period (in usd per share) | 72.22 |
Vested and expected to vest at end of period (in usd per share) | $ 73.64 |
Weighted-Average Remaining Contractual Term (in years) | |
Outstanding at end of period | 6 years 3 months 18 days |
Exercisable at end of period | 5 years 10 months 24 days |
Vested and expected to vest at end of period | 6 years 2 months 12 days |
Aggregate Intrinsic Value | |
Outstanding at end of period | $ 27,405,745 |
Exercisable at end of period | 11,775,745 |
Vested and expected to vest at end of period | $ 23,239,725 |
Stock Options and Employee St_5
Stock Options and Employee Stock Purchase Plan (Market-Based Restricted Stock Awards, Valuation Assumptions) (Details) - Restricted (Performance) Stock - $ / shares | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Underlying stock price at valuation date (in usd per share) | $ 113.27 | $ 91.17 |
Expected volatility | 30.30% | 27.00% |
Risk-free interest rate | 1.30% | 0.70% |
Stock Options and Employee St_6
Stock Options and Employee Stock Purchase Plan (Restricted Stock and Restricted Stock Unit Award Activity) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Aggregate Intrinsic Value | ||||
Share-based compensation expense | $ 6,251,000 | $ 6,530,000 | $ 12,363,000 | $ 12,843,000 |
Restricted Stock | ||||
Number of Shares | ||||
Nonvested at beginning of period (in shares) | 820,566 | |||
Granted (in shares) | 0 | |||
Vested (in shares) | (334,294) | |||
Canceled (in shares) | (2,067) | |||
Nonvested at end of period (in shares) | 484,205 | 484,205 | ||
Number of Shares | ||||
Granted (in shares) | 0 | |||
Vested (in shares) | (334,294) | |||
Canceled (in shares) | (2,067) | |||
Weighted-Average Grant-Date Fair Value | ||||
Nonvested at beginning of period (in usd per share) | $ 62.66 | |||
Granted (in usd per share) | 0 | |||
Vested (in usd per share) | 64.02 | |||
Canceled (in usd per share) | 82.38 | |||
Nonvested at end of period (in usd per share) | $ 61.62 | $ 61.62 | ||
Restricted Stock Units | ||||
Number of Shares | ||||
Granted (in shares) | 163,380 | |||
Vested (in shares) | (100,224) | |||
Canceled (in shares) | 0 | |||
Number of Shares | ||||
Outstanding at beginning of period (in shares) | 209,784 | |||
Granted (in shares) | 163,380 | |||
Vested (in shares) | (100,224) | |||
Canceled (in shares) | 0 | |||
Outstanding at end of period (in shares) | 272,940 | 272,940 | ||
Vested and expected to vest at end of period (in shares) | 182,186 | 182,186 | ||
Weighted-Average Remaining Contractual Term (in years) | ||||
Outstanding at end of period | 3 years 4 months 24 days | |||
Vested and expected to vest at end of period | 2 years 9 months 18 days | |||
Aggregate Intrinsic Value | ||||
Outstanding at end of period | $ 37,542,897 | $ 37,542,897 | ||
Vested and expected to vest at end of period | 25,059,725 | 25,059,725 | ||
Restricted Stock And Restricted Stock Unit (RSU) | ||||
Aggregate Intrinsic Value | ||||
Share-based compensation expense | $ 5,400,000 | $ 5,700,000 | $ 10,700,000 | $ 11,300,000 |
Stock Options and Employee St_7
Stock Options and Employee Stock Purchase Plan (Employee Stock Purchase Plan, Valuation Assumptions) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 6,251 | $ 6,530 | $ 12,363 | $ 12,843 |
Common stock | Employee Stock Purchase Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-free interest rate | 0.02% | 0.10% | ||
Expected term (in years) | 6 months | 6 months | ||
Dividend yield | 0.00% | 0.00% | ||
Expected volatility | 29.50% | 24.00% | ||
Weighted average volatility | 29.50% | 24.00% | ||
Share-based compensation expense | $ 700 | $ 600 | $ 1,300 | $ 1,100 |
Earnings Per Share (Components
Earnings Per Share (Components of Basic and Diluted Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Nov. 15, 2019 | Jun. 10, 2014 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||
Net income attributable to J2 Global, Inc. common shareholders | $ 15,717 | $ 38,101 | $ 93,640 | $ 31,697 | ||
Net income (loss) available to participating securities | (15) | (178) | (100) | (221) | ||
Net income available to J2 Global, Inc. common shareholders | $ 15,702 | $ 37,923 | $ 93,540 | $ 31,476 | ||
Denominator: | ||||||
Weighted-average outstanding shares of common stock - basic (in shares) | 44,613,533 | 46,850,944 | 44,506,933 | 47,235,859 | ||
Dilutive effect of: | ||||||
Equity incentive plans (in shares) | 138,714 | 0 | 123,708 | 20,037 | ||
Convertible debt (in shares) | 2,776,655 | 586,611 | 2,500,338 | 1,023,521 | ||
Common stock and common stock equivalents (in shares) | 47,528,902 | 47,437,555 | 47,130,979 | 48,279,417 | ||
Net income per share: | ||||||
Basic (in usd per share) | $ 0.35 | $ 0.81 | $ 2.10 | $ 0.67 | ||
Diluted (in usd per share) | $ 0.33 | $ 0.80 | $ 1.98 | $ 0.65 | ||
Options excluded from the computation of diluted earnings per share (in shares) | 0 | 0 | 0 | 0 | ||
3.25% Convertible Notes | Convertible Debt | ||||||
Net income per share: | ||||||
Stated interest rate | 3.25% | |||||
1.75% Convertible Notes | Convertible Debt | ||||||
Net income per share: | ||||||
Stated interest rate | 1.75% |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Options excluded from the computation of diluted earnings per share (in shares) | 0 | 0 | 0 | 0 |
Segment Information (Narrative)
Segment Information (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2021businesssegment | |
Segment Reporting [Abstract] | |
Number of businesses | business | 2 |
Number of reportable segments | segment | 3 |
Segment Information (Reconcilia
Segment Information (Reconciliation of Total Segment Operating Income to Consolidated Operating Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 429,044 | $ 330,984 | $ 827,228 | $ 663,377 |
Gross profit | 365,707 | 274,182 | 706,068 | 547,444 |
Direct costs | 271,423 | 201,142 | 533,304 | 419,157 |
Income from operations | 94,284 | 73,040 | 172,764 | 128,287 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 429,044 | 330,984 | 827,228 | 663,376 |
Gross profit | 365,716 | 274,219 | 706,142 | 547,480 |
Direct costs | 258,576 | 189,522 | 504,885 | 395,391 |
Income from operations | 107,140 | 84,697 | 201,257 | 152,089 |
Elimination of inter-segment | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | (292) | (61) | (410) | (144) |
Gross profit | (76) | (61) | (126) | (144) |
Direct costs | (76) | (61) | (126) | (144) |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 0 | 0 | 0 | 1 |
Gross profit | (9) | (37) | (74) | (36) |
Direct costs | 12,847 | 11,620 | 28,419 | 23,766 |
Income from operations | (12,856) | (11,657) | (28,493) | (23,802) |
Total Cloud Services | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 175,359 | 167,058 | 346,788 | 336,842 |
Gross profit | 137,094 | 127,631 | 271,509 | 259,055 |
Direct costs | 74,060 | 62,835 | 145,001 | 135,320 |
Income from operations | 63,034 | 64,796 | 126,508 | 123,735 |
Fax and Martech | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 105,127 | 93,976 | 206,181 | 188,643 |
Gross profit | 85,760 | 77,245 | 169,749 | 156,714 |
Direct costs | 34,116 | 27,204 | 65,052 | 57,134 |
Income from operations | 51,644 | 50,041 | 104,697 | 99,580 |
Voice, Backup, Security and CPP | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 70,232 | 73,082 | 140,607 | 148,199 |
Gross profit | 51,334 | 50,386 | 101,760 | 102,341 |
Direct costs | 39,944 | 35,631 | 79,949 | 78,186 |
Income from operations | 11,390 | 14,755 | 21,811 | 24,155 |
Digital Media | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 253,977 | 163,987 | 480,850 | 326,678 |
Gross profit | 228,698 | 146,649 | 434,759 | 288,569 |
Direct costs | 184,592 | 126,748 | 360,010 | 260,215 |
Income from operations | $ 44,106 | $ 19,901 | $ 74,749 | $ 28,354 |
Segment Information (Total Asse
Segment Information (Total Assets, Capital Expenditures, Depreciation and Amortization) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||||
Assets | $ 3,703,366 | $ 3,703,366 | $ 3,665,331 | ||
Capital expenditures | 57,766 | $ 50,537 | |||
Depreciation and amortization | 64,736 | $ 50,088 | 130,226 | 104,068 | |
Disposal Group, Held-for-sale, Not Discontinued Operations | B2B Backup Business | |||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||||
Assets held for sale | 107,126 | 107,126 | |||
Operating Segments | |||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||||
Assets | 3,534,637 | 3,534,637 | 3,561,795 | ||
Capital expenditures | 57,766 | 50,537 | |||
Depreciation and amortization | 64,691 | 49,557 | 130,088 | 102,951 | |
Corporate | |||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||||
Assets | 168,729 | 168,729 | 103,536 | ||
Capital expenditures | 0 | 0 | |||
Depreciation and amortization | 45 | 531 | 138 | 1,117 | |
Digital Media | Operating Segments | |||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||||
Assets | 1,957,615 | 1,957,615 | 2,088,397 | ||
Capital expenditures | 38,047 | 29,441 | |||
Depreciation and amortization | 49,076 | 32,565 | 97,426 | 65,120 | |
Cloud Services | Operating Segments | |||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||||
Assets | 1,577,022 | 1,577,022 | $ 1,473,398 | ||
Capital expenditures | 19,719 | 21,096 | |||
Depreciation and amortization | $ 15,615 | $ 16,992 | $ 32,662 | $ 37,831 |
Segment Information (Revenues a
Segment Information (Revenues and Long-lived Assets by Geographic Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | $ 429,044 | $ 330,984 | $ 827,228 | $ 663,377 | |
Long-lived assets | 937,321 | 937,321 | $ 972,198 | ||
United States | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | 328,531 | 261,157 | 580,602 | 531,466 | |
Long-lived assets | 858,369 | 858,369 | 918,125 | ||
Canada | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | 20,909 | 17,000 | 44,450 | 33,570 | |
Ireland | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | 29,823 | 12,570 | 88,261 | 25,573 | |
All other countries | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | 49,781 | $ 40,257 | 113,915 | $ 72,768 | |
Long-lived assets | 78,952 | 78,952 | $ 54,073 | ||
Assets held for sale | $ 38,100 | $ 38,100 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | $ 1,274,911 | $ 1,241,081 | $ 1,211,018 | $ 1,311,192 |
Other comprehensive loss | 3,256 | (5,168) | ||
Other comprehensive income (loss), net of tax | 3,256 | (332) | (5,168) | (8,338) |
Ending balance | 1,294,500 | 1,263,168 | 1,294,500 | 1,263,168 |
Unrealized Gains (Losses) on Investments | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | 283 | 283 | ||
Other comprehensive loss | 0 | 0 | ||
Other comprehensive income (loss), net of tax | 0 | 0 | ||
Ending balance | 283 | 283 | ||
Foreign Currency Translation | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | (63,513) | (55,089) | ||
Other comprehensive loss | 3,256 | (5,168) | ||
Other comprehensive income (loss), net of tax | 3,256 | (5,168) | ||
Ending balance | (60,257) | (60,257) | ||
Total | ||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||||
Beginning balance | (63,230) | (54,468) | (54,806) | (46,462) |
Other comprehensive income (loss), net of tax | 3,256 | (332) | (5,168) | (8,338) |
Ending balance | $ (59,974) | $ (54,800) | $ (59,974) | $ (54,800) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Aug. 02, 2021 | Jun. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 10, 2014 |
Subsequent Event [Line Items] | |||||
Repayments of long-term debt | $ 2,802 | $ 0 | |||
3.25% Convertible Notes | Convertible Debt | |||||
Subsequent Event [Line Items] | |||||
Stated interest rate | 3.25% | ||||
Repayments of long-term debt | $ 2,800 | ||||
3.25% Convertible Notes | Convertible Debt | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Repayments of long-term debt | $ 399,600 | ||||
Exercise of 3.25% Convertible Note (in shares) | 3,031,817 |