Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 09, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 0-25965 | ||
Entity Registrant Name | ZIFF DAVIS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 47-1053457 | ||
Entity Address, Address Line One | 114 5th Avenue | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10011 | ||
City Area Code | 212 | ||
Local Phone Number | 503-3500 | ||
Title of 12(b) Security | Common Stock, $0.01 par value | ||
Trading Symbol | ZD | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3,961,400,936 | ||
Entity Common Stock, Shares Outstanding | 47,272,227 | ||
Documents Incorporated by Reference | Portions of the definitive Proxy Statement to be delivered to stockholders in connection with the Annual Meeting of Stockholders to be held May 10, 2022 are incorporated by reference into Part III of this Form 10-K. | ||
Entity Central Index Key | 0001084048 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | BDO USA, LLP |
Auditor Location | Los Angeles, California |
Auditor Firm ID | 243 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
ASSETS | ||
Cash and cash equivalents | $ 694,842 | $ 176,442 |
Short-term investments | 229,200 | 663 |
Accounts receivable, net of allowances of $9,811 and $11,552, respectively (includes $9,272 and $0 due from related party, respectively) | 316,342 | 309,549 |
Prepaid expenses and other current assets | 60,290 | 52,160 |
Current assets, discontinued operations | 0 | 84,029 |
Total current assets | 1,300,674 | 622,843 |
Long-term investments | 122,593 | 97,495 |
Property and equipment, net | 161,209 | 131,524 |
Operating lease right-of-use assets | 55,617 | 80,133 |
Trade names, net | 147,761 | 158,553 |
Customer relationships, net | 275,451 | 363,515 |
Goodwill | 1,531,455 | 1,525,000 |
Other purchased intangibles, net | 149,513 | 174,792 |
Deferred income taxes | 5,917 | 12,195 |
Other assets | 20,090 | 15,759 |
Other assets, discontinued operations | 0 | 483,522 |
TOTAL ASSETS | 3,770,280 | 3,665,331 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Accounts payable and accrued expenses | 226,621 | 197,855 |
Income taxes payable, current | 3,151 | 30,447 |
Deferred revenue, current | 185,571 | 166,132 |
Operating lease liabilities, current | 27,156 | 29,634 |
Current portion of long-term debt | 54,609 | 396,801 |
Other current liabilities | 130 | 494 |
Current liabilities, discontinued operations | 0 | 61,192 |
Total current liabilities | 497,238 | 882,555 |
Total long-term debt, less current portion | 1,036,018 | 1,182,220 |
Deferred revenue, noncurrent | 14,839 | 14,201 |
Operating lease liabilities, noncurrent | 53,708 | 73,628 |
Income taxes payable, noncurrent | 11,675 | 11,675 |
Liability for uncertain tax positions | 42,546 | 53,089 |
Deferred income taxes | 108,982 | 157,308 |
Other long-term liabilities | 37,542 | 41,400 |
Long-term liabilities, discontinued operations | 0 | 38,237 |
TOTAL LIABILITIES | 1,802,548 | 2,454,313 |
Commitments and contingencies (Note 12) | 0 | 0 |
Preferred stock, $0.01 par value | 0 | 0 |
Common stock, $0.01 par value. Authorized 95,000,000; total issued and outstanding 47,440,137 and 44,346,630 shares at December 31, 2021 and 2020, respectively. | 474 | 443 |
Additional paid-in capital | 509,122 | 456,274 |
Retained earnings | 1,515,358 | 809,107 |
Accumulated other comprehensive loss | (57,222) | (54,806) |
TOTAL STOCKHOLDERS’ EQUITY | 1,967,732 | 1,211,018 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 3,770,280 | 3,665,331 |
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 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Allowance for doubtful accounts | $ 9,811,000 | $ 11,552,000 |
Related party transaction, due from (to) related party | $ 9,272,000 | $ 0 |
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) | 47,440,137 | 44,346,630 |
Common stock, shares outstanding (in shares) | 47,440,137 | 44,346,630 |
Due from related parties | $ 7,500 | $ 0 |
Consensus Cloud Solutions | Various Agreements | Affiliated Entity | ||
Due from related parties | $ 9,300,000 | |
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 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Revenues | $ 1,416,722 | $ 1,158,829 | $ 1,050,464 | |
Cost of revenues | [1] | 188,053 | 178,403 | 187,332 |
Gross profit | 1,228,669 | 980,426 | 863,132 | |
Operating expenses: | ||||
Sales and marketing | [1] | 493,049 | 366,359 | 327,661 |
Research, development and engineering | [1] | 78,874 | 57,148 | 44,651 |
General and administrative | [1] | 456,777 | 418,579 | 402,597 |
Goodwill impairment on business | 32,629 | 0 | 0 | |
Total operating expenses | 1,061,329 | 842,086 | 774,909 | |
Income from operations | 167,340 | 138,340 | 88,223 | |
Interest expense, net | (72,023) | (56,188) | (26,886) | |
Loss on debt extinguishment, net | (5,274) | 0 | 0 | |
(Loss) gain on sale of businesses | (21,798) | 17,122 | 0 | |
Impairment | (16,677) | (20,991) | (4,211) | |
Unrealized gain on short-term investment | 298,490 | 0 | 0 | |
Other income (expense), net | 1,293 | 65 | (2,305) | |
Income from continuing operations before income taxes and income from equity method investment, net of income taxes | 351,351 | 78,348 | 54,821 | |
Income tax (benefit) expense | (14,199) | 38,350 | 13,760 | |
Net investment income (loss) | 35,845 | (11,338) | (168) | |
Net income from continuing operations | 401,395 | 28,660 | 40,893 | |
Income from discontinued operations, net of income taxes | 95,319 | 122,008 | 177,913 | |
Net income | $ 496,714 | $ 150,668 | $ 218,806 | |
Net income per common share from continuing operations: | ||||
Basic (in dollars per share) | $ 8.74 | $ 0.62 | $ 0.85 | |
Diluted (in dollars per share) | 8.38 | 0.61 | 0.83 | |
Net income per common share from discontinued operations: | ||||
Basic (in dollars per share) | 2.08 | 2.62 | 3.69 | |
Diluted (in dollars per share) | 1.99 | 2.58 | 3.57 | |
Net income per common share: | ||||
Basic (in dollars per share) | 10.81 | 3.24 | 4.52 | |
Diluted (in dollars per share) | $ 10.37 | $ 3.18 | $ 4.39 | |
Weighted average shares outstanding: | ||||
Basic (in shares) | 45,893,928 | 46,308,825 | 47,647,397 | |
Diluted (in shares) | 47,862,745 | 47,115,609 | 49,025,684 | |
Cash dividends paid per common share (in dollars per share) | $ 0 | $ 0 | $ 0.90 | |
Share-based compensation expense | $ 24,129 | $ 22,520 | $ 22,466 | |
Cost of revenues | ||||
Weighted average shares outstanding: | ||||
Share-based compensation expense | 306 | 332 | 154 | |
Sales and marketing | ||||
Weighted average shares outstanding: | ||||
Share-based compensation expense | 1,288 | 1,011 | 946 | |
Research, development and engineering | ||||
Weighted average shares outstanding: | ||||
Share-based compensation expense | 1,984 | 1,396 | 976 | |
General and administrative | ||||
Weighted average shares outstanding: | ||||
Share-based compensation expense | $ 20,551 | $ 19,781 | $ 20,390 | |
[1] | (1) Includes share-based compensation expense as follows: Cost of revenues $ 306 $ 332 $ 154 Sales and marketing 1,288 1,011 946 Research, development and engineering 1,984 1,396 976 General and administrative 20,551 19,781 20,390 Total $ 24,129 $ 22,520 $ 22,466 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 496,714 | $ 150,668 | $ 218,806 |
Other comprehensive loss, net of tax: | |||
Foreign currency translation adjustment | (21,268) | (8,902) | (1,626) |
Consensus separation | 18,966 | 0 | 0 |
Change in fair value on available-for-sale investments, net of tax expense (benefit) of $0, $181 and $149 for the years ended December 31, 2021, 2020 and 2019, respectively | (114) | 558 | 1,143 |
Other comprehensive loss, net of tax | (2,416) | (8,344) | (483) |
Comprehensive income | $ 494,298 | $ 142,324 | $ 218,323 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Tax expense (benefit) for unrealized holding gain (loss) on available-for-sale investments | $ 0 | $ 181 | $ 149 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net income | $ 496,714 | $ 150,668 | $ 218,806 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 258,303 | 228,737 | 232,032 |
Amortization of financing costs and discounts | 26,090 | 28,476 | 14,038 |
Non-cash operating lease costs | 1,485 | 17,686 | 21,419 |
Share-based compensation | 25,248 | 24,006 | 23,922 |
Provision for doubtful accounts | 8,738 | 13,283 | 13,134 |
Deferred income taxes, net | (13,433) | 5,840 | (63,444) |
Loss on extinguishment of debt | 14,024 | 37,969 | 0 |
Loss (gain) on sale of businesses | 21,798 | (17,122) | 0 |
Lease asset impairments and other charges | 12,710 | 12,121 | 0 |
Goodwill impairment on business | 32,629 | 0 | 0 |
Changes in fair value of contingent consideration | (1,223) | (80) | 6,318 |
Foreign currency remeasurement gain | 184 | (34,646) | 0 |
(Income) loss from equity method investments, net | (35,845) | 11,338 | 139 |
(Gain) loss on equity and debt investments | (281,527) | 20,826 | 4,164 |
Decrease (increase) in: | |||
Accounts receivable | (18,050) | (31,611) | (30,680) |
Prepaid expenses and other current assets | (15,650) | 3,046 | (8,685) |
Other assets | (3,824) | (3) | (4,083) |
Increase (decrease) in: | |||
Accounts payable and accrued expenses (includes $17,635, $0 and $0 with related parties) | 22,262 | 2,184 | (770) |
Income taxes payable | (21,783) | 6,489 | (1,738) |
Deferred revenue | 14,282 | 4,720 | 6,844 |
Operating lease liabilities | (15,314) | (16,439) | (20,240) |
Liability for uncertain tax positions | (10,383) | 9,391 | (453) |
Other long-term liabilities | (899) | 3,200 | 1,816 |
Net cash provided by operating activities | 516,536 | 480,079 | 412,539 |
Cash flows from investing activities: | |||
Proceeds on sale of available-for-sale investments | 663 | 0 | 0 |
Distribution from equity method investment | 15,327 | 0 | 10,288 |
Purchases of equity method investment | (23,249) | (31,937) | (29,584) |
Purchase of equity investments | (999) | (1,246) | 0 |
Proceeds from sale of equity investments | 14,330 | 0 | 0 |
Purchases of property and equipment | (113,740) | (92,552) | (70,588) |
Proceeds from sale of assets | 0 | 507 | 0 |
Acquisition of businesses, net of cash received | (141,146) | (482,227) | (415,343) |
Proceeds from sale of businesses, net of cash divested | 48,876 | 24,353 | 0 |
Purchases of intangible assets | (78) | (3,118) | (46) |
Proceeds from divestiture of discontinued operations | 259,104 | 0 | 0 |
Net cash provided by (used in) investing activities | 59,088 | (586,220) | (505,273) |
Cash flows from financing activities: | |||
Proceeds from issuance of long-term debt | 0 | 750,000 | 550,000 |
Payment of note payable | 0 | (400) | 0 |
Proceeds from bridge loan | 485,000 | 0 | 0 |
Debt issuance cost | 0 | (7,272) | (12,862) |
Payment of debt | (512,388) | (650,000) | (5,100) |
Debt extinguishment costs (includes reimbursement of $7,500, $0 and $0 with related parties) | (1,096) | (29,250) | 0 |
Proceeds from line of credit | 0 | 0 | 185,000 |
Repayment of line of credit | 0 | 0 | (185,000) |
Repurchase of common stock | (78,327) | (275,654) | (20,803) |
Issuance of common stock under employee stock purchase plan | 9,231 | 7,382 | 4,512 |
Exercise of stock options | 2,939 | 1,619 | 5,274 |
Dividends paid | 0 | 0 | (43,918) |
Deferred payments for acquisitions | (14,387) | (29,180) | (18,876) |
Other | (4,060) | (1,878) | (1,532) |
Net cash (used in) provided by financing activities | (113,088) | (234,633) | 456,695 |
Effect of exchange rate changes on cash and cash equivalents | (10,346) | 7,811 | 2,180 |
Net change in cash and cash equivalents | 452,190 | (332,963) | 366,141 |
Cash and cash equivalents at beginning of year | 242,652 | 575,615 | 209,474 |
Cash and cash equivalents at beginning of year associated with discontinued operations | 66,210 | 51,141 | 73,952 |
Cash and cash equivalents at beginning of year associated with continuing operations | 176,442 | 524,474 | 135,522 |
Cash and cash equivalents at end of year | 694,842 | 242,652 | 575,615 |
Cash and cash equivalents at end of year associated with discontinued operations | 0 | 66,210 | 51,141 |
Cash and cash equivalents at end of year associated with continuing operations | $ 694,842 | $ 176,442 | $ 524,474 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS - (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Cash Flows [Abstract] | |||
Due to Related Parties | $ 17,635,000 | $ 0 | $ 0 |
Due from related parties | $ 7,500 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | 3.25% Convertible NotesConvertible Debt | Common stock | Additional paid-in capital | Treasury stock | Retained earnings | Accumulated other comprehensive income (loss) |
Beginning balance (in shares) at Dec. 31, 2018 | 48,082,800 | (600,000) | |||||
Beginning balance at Dec. 31, 2018 | $ 1,035,744 | $ 481 | $ 354,210 | $ (42,543) | $ 769,575 | $ (45,979) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 218,806 | 218,806 | |||||
Other comprehensive income, net of tax | (483) | (483) | |||||
Dividends | $ (43,918) | (43,918) | |||||
Exercise of stock options (in shares) | 189,436 | 189,436 | |||||
Exercise of stock options | $ 5,274 | $ 2 | 5,272 | ||||
Issuance of shares under Employee Stock Purchase Plan (in shares) | 66,413 | ||||||
Issuance of shares under Employee Stock Purchase Plan | 4,512 | $ 1 | 4,511 | ||||
Equity portion of 1.75% convertible debt | 88,138 | 88,138 | |||||
Vested restricted stock (in shares) | 185,227 | ||||||
Vested restricted stock | 0 | $ (1) | (1) | ||||
Repurchase and retirement of common stock (in shares) | (868,947) | 600,000 | |||||
Repurchase and retirement of common stock | (20,803) | $ (9) | (10,334) | $ 42,543 | (53,003) | ||
Share based compensation | 23,922 | 23,856 | 66 | ||||
Ending balance (in shares) at Dec. 31, 2019 | 47,654,929 | 0 | |||||
Ending balance at Dec. 31, 2019 | 1,311,192 | $ 476 | 465,652 | $ 0 | 891,526 | (46,462) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Tax expense (benefit) for unrealized holding gain (loss) on available-for-sale investments | 149 | ||||||
Net income | 150,668 | 150,668 | |||||
Other comprehensive income, net of tax | $ (8,344) | (8,344) | |||||
Exercise of stock options (in shares) | 42,740 | 42,740 | |||||
Exercise of stock options | $ 1,619 | 1,619 | |||||
Issuance of shares under Employee Stock Purchase Plan (in shares) | 118,629 | ||||||
Issuance of shares under Employee Stock Purchase Plan | 7,382 | $ 1 | 7,381 | ||||
Exercise of 3.25% Convertible Note | (12) | (12) | |||||
Vested restricted stock (in shares) | 273,201 | ||||||
Vested restricted stock | 0 | $ (3) | (3) | ||||
Repurchase and retirement of common stock (in shares) | (3,742,869) | ||||||
Repurchase and retirement of common stock | (275,654) | $ (37) | (42,530) | (233,087) | |||
Share based compensation | 24,006 | 24,006 | |||||
Other, net | 161 | 161 | |||||
Ending balance (in shares) at Dec. 31, 2020 | 44,346,630 | 0 | |||||
Ending balance at Dec. 31, 2020 | 1,211,018 | $ 443 | 456,274 | $ 0 | 809,107 | (54,806) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Tax expense (benefit) for unrealized holding gain (loss) on available-for-sale investments | 181 | ||||||
Net income | 496,714 | 496,714 | |||||
Other comprehensive income, net of tax | $ (2,416) | ||||||
Exercise of stock options (in shares) | 70,776 | 70,776 | |||||
Exercise of stock options | $ 2,939 | $ 1 | 2,938 | ||||
Issuance of shares under Employee Stock Purchase Plan (in shares) | 109,248 | ||||||
Issuance of shares under Employee Stock Purchase Plan | 9,231 | $ 1 | 9,230 | ||||
Vested restricted stock (in shares) | 560,290 | ||||||
Vested restricted stock | 0 | $ (5) | 5 | ||||
Repurchase and retirement of common stock (in shares) | (697,657) | (445,711) | |||||
Repurchase and retirement of common stock | (30,586) | $ (7) | (26,275) | $ 47,741 | (52,045) | ||
Repurchase of shares (in shares) | 445,711 | ||||||
Repurchase of shares of common stock | (47,741) | $ (47,741) | |||||
Share based compensation | 25,248 | 25,248 | |||||
Other comprehensive income (loss), net of tax excluding separation adjustments | (21,382) | (21,382) | |||||
Conversion shares issued as extinguishment cost on 3.25% convertible notes (in shares) | 3,050,850 | 3,050,850 | |||||
Conversion shares issued as extinguishment cost to redeem 3.25% Convertible Notes | 431,952 | $ 31 | 431,921 | ||||
Reacquisition of 3.25% Convertible Notes, net of tax | (390,526) | (390,526) | |||||
Consensus Separation | 280,360 | 261,394 | 18,966 | ||||
Other, net | 505 | 317 | 188 | ||||
Ending balance (in shares) at Dec. 31, 2021 | 47,440,137 | 0 | |||||
Ending balance at Dec. 31, 2021 | 1,967,732 | $ 474 | $ 509,122 | $ 0 | $ 1,515,358 | $ (57,222) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Tax expense (benefit) for unrealized holding gain (loss) on available-for-sale investments | $ 0 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Parenthetical) - Convertible Debt | Nov. 15, 2019 | Jun. 10, 2014 |
1.75% Convertible Notes | ||
Stated interest rate | 1.75% | |
3.25% Convertible Notes | ||
Stated interest rate | 3.25% |
The Company
The Company | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | The CompanyZiff Davis, Inc., together with its subsidiaries (“Ziff Davis”, the “Company”, “our”, “us”, or “we”), is a leading provider of internet information and services. The Company’s Digital Media business specializes in the technology, shopping, gaming, and healthcare markets, offering content, tools and services to consumers and businesses. The Company’s Cybersecurity and Martech business provides cloud-based subscription services to consumers and businesses including cybersecurity, privacy and marketing technology.On October 7, 2021, in connection with the spin-off of its cloud fax business described further below, the Company changed its name from J2 Global, Inc. to Ziff Davis, Inc. Additionally, starting on October 8, 2021, the Company’s common stock began trading under the stock symbol “ZD”. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies (a) Principles of Consolidation The accompanying consolidated financial statements include the accounts of Ziff Davis and its direct and indirect wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. (b) Use of Estimates The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities 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 allowance 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. In March 2020, the World Health Organization declared the outbreak of the novel coronavirus disease (“COVID-19”) as a pandemic. The global impact of the COVID-19 pandemic has had a negative effect on the global economy, disrupting the financial markets and creating increasing volatility and overall uncertainty. The full impact of the COVID-19 pandemic is unknown and cannot be reasonably estimated. However, the Company has made appropriate accounting estimates based on the facts and circumstances available as of the reporting date. To the extent there are differences between these estimates and the actual results, our consolidated financial statements could be materially affected. (c) Consensus, Inc. Spin-Off and Discontinued Operations On September 21, 2021, the Company announced that its Board of Directors approved its previously announced separation of the cloud fax business (the “Separation”) into an independent publicly traded company, Consensus Cloud Solutions, Inc. (“Consensus”). On October 7, 2021 (the “Distribution Date”), the Separation was completed and the Company transferred J2 Cloud Service, LLC to Consensus who in turn transferred non-fax assets and liabilities back to Ziff Davis such that Consensus was left with the cloud fax business. The Separation was achieved through the Company’s distribution of 80.1% of the shares of Consensus common stock to holders of J2 Global common stock as of the close of business on October 1, 2021, the record date for the distribution. The Company’s stockholders of record received one share of Consensus common stock for every three shares of J2 Global’s common stock. On October 8, 2021, Consensus began trading on Nasdaq under the stock symbol “CCSI”. Ziff Davis, Inc. (formerly J2 Global, Inc.) retained a 19.9% interest in Consensus following the Separation (the “Retained Consensus Shares”). On October 7, 2021, Consensus paid Ziff Davis approximately $259.1 million of cash in a distribution that is anticipated to be tax-free provided certain requirements are met, and issued $500.0 million of senior notes due 2028 to Ziff Davis, which Ziff Davis then exchanged with the lenders under the Credit Agreement and Credit Agreement Amendments by and among the subsidiaries of Ziff Davis party thereto as guarantors, Citicorp North America Inc. and MUFG Union Bank, N.A. and MUFG Union Bank, N.A., as administrative agent for the lenders, for the extinguishment of indebtedness outstanding under the Bridge Loan Facility (see Note 10 - Debt). Such lenders or their affiliates agreed to resell the 2028 notes to qualified institutional buyers in the United States pursuant to Rule 144A. The accounting requirements for reporting the Company’s cloud fax business as a discontinued operation were met when the Separation was completed. Accordingly, the consolidated financial statements reflect the results of the cloud fax business as a discontinued operation for all periods presented. Ziff Davis did not retain a controlling interest in Consensus. The Retained Consensus Shares are equity securities for which the Company elected the fair value option and subsequent fair value changes in the Retained Consensus Shares are included in the assets of and results from continuing operations as of and for the year ended December 31, 2021 (see Note 6 - Discontinued Operations and Dispositions). (d) Allowances for Doubtful Accounts The Company 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 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. (e) Revenue Recognition The Company 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. (f) Fair Value Measurements The Company complies with the provisions of Financial Accounting Standards Board (“FASB”) ASC Topic No. 820, Fair Value Measurements and Disclosures (“ASC 820”), in measuring fair value and in disclosing fair value measurements. ASC 820 provides a framework for measuring fair value and expands the disclosures required for fair value measurements of financial and non-financial assets and liabilities. The carrying values of cash and cash equivalents, accounts receivable, interest receivable, accounts payable, accrued expenses, interest payable, customer deposits and long-term debt are reflected in the financial statements at cost. With the exception of certain investments and long-term debt, cost approximates fair value due to the short-term nature of such instruments. The fair value of the Company’s outstanding debt was determined using the quoted market prices of debt instruments with similar terms and maturities when available. As of the same dates, the carrying value of other long-term liabilities approximated fair value as the related interest rates approximate rates currently available to the Company. (g) Cash and Cash Equivalents The Company considers cash equivalents to be only those investments that are highly liquid, readily convertible to cash and with maturities of three months or less at the purchase date. (h) Investments The Company accounts for its investments in debt securities in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic No. 320, Investments - Debt Securities (“ASC 320”). The Company’s 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 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 is 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). Investments classified as short-term are available to be converted into cash to fund current operations. The Retained Consensus Shares are equity securities accounted for at fair value under the fair value option, and the related fair value gains and losses are recognized in earnings. As the initial carrying value of the Retained Consensus Shares was negative immediately following the Separation, the Company elected the fair value option under ASC 825-10-25 to support the initial recognition of the Retained Consensus Shares at fair value and the negative book value of $69.3 million was recorded as a gain on the Consolidated Statement of Operations. The fair value of Consensus common stock is readily available as Consensus is a publicly traded company. (i) Variable Interest Entities (“VIE”s) 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 obligations 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. The Company 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 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. (j) Debt Issuance Costs and Debt Discount The Company capitalizes costs incurred with borrowing and issuance of debt securities and records debt issuance costs and discounts as a reduction to the debt amount. These costs and discounts are amortized and included in interest expense over the life of the borrowing using the effective interest method. (k) Concentration of Credit Risk All of the Company’s cash, cash equivalents and marketable securities are invested at major financial institutions primarily within the United States, Canada, United Kingdom and Ireland. These institutions are required to invest the Company’s cash in accordance with the Company’s investment policy with the principal objectives being preservation of capital, fulfillment of liquidity needs and above market returns commensurate with preservation of capital. The Company’s investment policy also requires that investments in marketable securities be in only highly rated instruments, with limitations on investing in securities of any single issuer. However, these investments are not insured against the possibility of a total or near complete loss of earnings or principal and are inherently subject to the credit risk related to the continued credit worthiness of the underlying issuer and general credit market risks. At December 31, 2021, the Company’s cash and cash equivalents were maintained in accounts in qualifying financial institutions that are insured up to the limit determined by the applicable governmental agency. These institutions are primarily in the United States and United Kingdom, however, the Company has accounts within several other countries including Australia, Austria, Canada, China, Denmark, France, Germany, Italy, Japan, New Zealand, Netherlands, Norway, and Sweden. (l) Foreign Currency Most of the Company’s foreign subsidiaries use the local currency of their respective countries as their functional currency. Assets and liabilities are translated at exchange rates prevailing at the balance sheet dates. Revenues and expenses are translated into U.S. Dollars at average exchange rates for the period. Gains and losses resulting from translation are recorded as a component of accumulated other comprehensive income/(loss). Net translation loss was $21.3 million, $8.9 million and $1.6 million for the years ended December 31, 2021, 2020 and 2019, respectively. Realized gains and losses from foreign currency transactions are recognized within other expense (income), net. Foreign exchange gains (losses) amounted to $2.0 million, $(3.1) million and $(2.6) million for the years ended December 31, 2021, 2020 and 2019, respectively. (m) Property and Equipment Property and equipment are stated at cost. Equipment under a finance lease is stated at the present value of the minimum lease payments. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets and is recorded in cost of revenues and general and administrative expenses on the Consolidated Statements of Operations. The estimated useful lives of property and equipment range from one one (n) Impairment or Disposal of Long-Lived and Intangible Assets The Company 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. The Company assesses the impairment of identifiable definite-lived intangibles and long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors it considers important which could individually or in combination trigger an impairment include the following: • Significant underperformance relative to expected historical or projected future operating results; • Significant changes in the manner of our use of the acquired assets or the strategy for the Company’s overall business; • Significant negative industry or economic trends; • Significant decline in the Company’s stock price for a sustained period; and • The Company’s market capitalization relative to net book value. If the Company determined that the carrying value of definite-lived intangibles and long-lived assets may not be recoverable based upon the existence of one or more of the above indicators of impairment, it would record an impairment equal to the excess of the carrying amount of the asset over its estimated fair value. The Company assessed whether events or changes in circumstances have occurred that potentially indicate the carrying amount of definite-lived assets may not be recoverable. In the year ended December 31, 2021 and 2020, the Company recorded impairments of certain operating right-of-use assets and associated property and equipment (see Note 11 - Leases). No impairment was recorded in fiscal year 2019. 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. (o) Business Combinations and Valuation of Goodwill and Intangible Assets The Company 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, future revenue growth rates, gross and operating margins, customer attrition rates, royalty rates, discount rates and terminal growth rate assumptions. The Company 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 one In addition, the COVID-19 pandemic could have an adverse impact on the Company’s consolidated financial results in 2022, and possibly longer. As of December 31, 2021, there were no indications that the carrying value of goodwill and other intangible assets may not be recoverable. However, a prolonged adverse impact of the COVID-19 pandemic on the Company’s consolidated financial results may require an impairment charge related to one or more of these assets in a future period. No impairments to goodwill or other intangible assets were recorded during the years ended December 31, 2021, 2020, or 2019 as a result of COVID-19. (p) Contingent Consideration Certain of the Company’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 Consolidated Balance Sheets. The Company 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. The Company measures its 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 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 our 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. The Company 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 amounts. Changes in the estimated fair value of its contingent earn-out liabilities and adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in general and administrative expenses on the Consolidated Statements of Operations. (q) Self-Insurance Program The Company provides health and dental insurance plans to certain of its employees through a self-insurance structure. The Company has secured reinsurance in the form of a two tiered stop-loss coverage that limits the exposure arising from any claims made. Self-insurance claims filed and claims incurred but not reported are accrued based on management’s estimate of the discounted ultimate costs for self-insured claims incurred using actuarial assumptions followed in the insurance industry and historical experience. Although management believes it has the ability to reasonably estimate losses related to claims, it is possible that actual results could differ from recorded self-insurance liabilities. (r) Income Taxes The Company’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. The Company 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. The Company 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. The Company accounts for income taxes in accordance with FASB ASC Topic No. 740, Income Taxes (“ASC 740”), which requires that deferred tax assets and liabilities are 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, the Company 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. The Company recognized accrued interest and penalties related to uncertain income tax positions in income tax expense on its Consolidated Statements of Operations. In addition, on March 27, 2020, the “Coronavirus Aid, Relief and Economic Security (“CARES”) Act” was enacted into law providing for changes to various tax laws that impact business. 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. (s) Share-Based Compensation The Company 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, the Company 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-ba |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues Digital Media Digital Media revenues are earned primarily from the delivery of advertising services and 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. The Company 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. The Company 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. Cybersecurity and Martech The Company’s Cybersecurity and Martech revenues substantially consist of 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 its numerous proprietary Cybersecurity and Martech solutions, the Company also generates revenues by reselling various third-party solutions, primarily through its email security line of business. These third-party solutions, along with the Company’s proprietary products, allow it to offer customers a variety of solutions to better meet the customer’s 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). See Note 18 - Segment Information for additional information. Years ended December 31, Digital Media 2021 2020 2019 Advertising (1) $ 838,075 $ 627,198 $ 531,191 Subscription and licensing (1) 197,354 166,219 164,052 Other (1) 33,871 17,943 15,268 Total Digital Media revenues $ 1,069,300 $ 811,360 $ 710,511 Cybersecurity and Martech Subscription and licensing $ 348,611 $ 347,697 $ 340,245 Other — — — Total Cybersecurity and Martech revenues $ 348,611 $ 347,697 $ 340,245 Corporate $ — $ 1 $ 8 Elimination of inter-segment revenues (1,189) (229) (300) Total Revenues $ 1,416,722 $ 1,158,829 $ 1,050,464 Timing of revenue recognition Point in time $ 42,276 $ 27,685 $ 32,983 Over time 1,374,446 1,131,144 1,017,481 Total $ 1,416,722 $ 1,158,829 $ 1,050,464 (1) The Company reclassified approximately $11.0 million and $15.5 million of revenue during the years ended December 31, 2020, and 2019, respectively, from ‘Subscription and licensing’ to ‘Advertising’ and reclassified approximately $9.5 million and $6.0 million of revenue during the years ended December 31, 2020, and 2019, respectively, from “Subscription and licensing’ to ‘Other’ to conform with current period presentation. These reclassifications were made in order to separate games publishing revenue from traditional advertising revenue and to move job posting related revenue from subscriptions to advertising. The Company has recorded $153.0 million, and $135.5 million of revenue for the years ended December 31, 2021 and 2020, respectively, which was previously included in the deferred revenue balance as of the beginning of each respective year. As of December 31, 2021 and 2020, the Company acquired $9.5 million and $21.9 million, respectively, of deferred revenue in connection with the Company’s business acquisitions (see Note 4 - Business Acquisitions) which are subject to purchase accounting adjustments, as appropriate. 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 Cybersecurity and Martech business upon delivery of services to its customers. Payment terms vary by type and location of our customers and the services offered. The time 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 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 and Licensing • 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 Cybersecurity and Martech 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 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 (included in discontinued operations through October 7, 2021) • Voice, email marketing and search engine optimization as services are delivered • Consumer privacy services and data backup capabilities are provided • Security solutions, including email and endpoint 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 | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisitions | Business AcquisitionsThe 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 year ended December 31, 2021, paying the purchase price in cash in each transaction: (a) an asset purchase of DailyOM, acquired on April 30, 2021, a California-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; (c) an asset purchase of Solutelia, LLC, acquired on July 15, 2021, a Colorado-based on-demand wireless telecommunications network monitoring and analysis, testing and optimization software business and related wireless telecommunications engineering services business; (d) a stock purchase of Arthur L. Davis Publishing, acquired on September 23, 2021, an Iowa-based digital nursing publication; (e) a stock purchase of Root Wireless, Inc. acquired on December 13, 2021, a Washington-based mobile analytics firm; and (f) four immaterial Digital Media acquisitions. The Consolidated Statement of Operations since the date of each acquisition and balance sheet as of December 31, 2021, reflect the results of operations of all 2021 acquisitions. For the year ended December 31, 2021, these acquisitions contributed $39.9 million to the Company’s revenues. Net income from continuing operations contributed by these acquisitions was not separately identifiable due to the Company’s integration activities and is impracticable to provide. Total consideration for these transactions was $160.4 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. The following table summarizes the allocation of the purchase consideration for all 2021 acquisitions, including individually material acquisitions noted separately (in thousands): Assets and Liabilities Valuation Accounts receivable $ 9,513 Prepaid expenses and other current assets 1,655 Property and equipment 2,188 Operating lease right-of-use assets, noncurrent 5,888 Trade names 16,349 Customer relationship 21,945 Goodwill 97,032 Other intangibles 38,894 Other long-term assets 62 Deferred tax asset 230 Accounts payable and accrued expenses (5,863) Deferred revenue (9,491) Operating lease liabilities, current (7,191) Other current liabilities (14) Deferred tax liability (9,237) Other long-term liabilities (1,511) Total $ 160,449 During the year ended December 31, 2021, the purchase price accounting has been finalized for the following 2020 acquisitions: RetailMeNot, Inc., Inspired eLearning, The Aberdeen Group, LLC and The Big Willow, Inc., and other immaterial Digital Media and Cybersecurity and Martech acquired businesses. The initial accounting for all the 2021 acquisitions is incomplete due to timing of available information and is subject to change. The Company 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 year ended December 31, 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 decrease in goodwill of $1.4 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 Cybersecurity and Martech businesses which resulted in a net increase in goodwill of $0.5 million (see Note 9 - Goodwill and Intangible Assets). Such adjustments had an immaterial impact on the amortization expense within the Consolidated Statements of Operations for the year ended December 31, 2021. The fair value of the assets acquired includes accounts receivable of $9.5 million. The gross amount due under contracts is $9.9 million, of which $0.4 million is expected to be uncollectible. The Company did not acquire any other classes of receivables as a result of its acquisitions. 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 year ended December 31, 2021 is $97.0 million, of which $42.1 million is expected to be deductible for income tax purposes. Unaudited Pro Forma Financial Information for All 2021 Acquisitions The following unaudited pro forma 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 the Company and the acquired businesses been combined companies during the periods presented. These pro forma results are estimates and 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 the Company and its 2021 acquisitions as if each acquisition had occurred on January 1, 2020 (in thousands, except per share amounts): Year ended December 31, 2021 2020 (unaudited) Revenues $ 1,482,323 $ 1,267,280 Net income from continuing operations $ 416,348 $ 33,351 EPS - Basic $ 9.06 $ 0.72 EPS - Diluted $ 8.69 $ 0.71 SEOmoz On June 4, 2021, the Company acquired all the outstanding issued capital of SEOmoz at a purchase consideration of $67.0 million, net of cash acquired and assumed liabilities. SEOmoz is a provider of search engine optimization (“SEO”) solutions. The Consolidated Statement of Operations since the date of acquisition and balance sheet as of December 31, 2021, reflect the results of operations of SEOmoz. For the year ended December 31, 2021, SEOmoz contributed $25.6 million to the Company’s revenues. Net income from continuing operations contributed by SEOmoz since the acquisition date was not separately identifiable due to the Company’s integration activities and is impracticable to provide. The following table summarizes the allocation of the purchase consideration for the SEOmoz acquisition (in thousands): Assets and Liabilities Valuation Accounts receivable $ 3,278 Prepaid expenses and other current assets 1,547 Property and equipment 1,845 Operating lease right of use asset 5,888 Trade names 7,406 Customer relationships 5,000 Goodwill 41,329 Other intangibles 22,777 Other long-term assets 62 Accounts payables and accrued expenses (2,655) Other current liabilities (14) Deferred revenue (6,398) Operating lease liabilities, current (7,191) Deferred tax liability (5,327) Other long-term liabilities (550) Total $ 66,997 The fair value of the assets acquired includes accounts receivable of $3.3 million. The gross amount due under contracts is $3.6 million, of which $0.3 million is expected to be uncollectible. The Company did not acquire any other classes of receivables as a result of its acquisitions. 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 in connection with this acquisition during the year ended December 31, 2021 is $41.3 million of which zero is expected to be deductible for income tax purposes. Unaudited Pro Forma Financial Information for SEOmoz Acquisition The following unaudited pro forma information is not necessarily indicative of the Company’s consolidated results of operations in future periods or the results that actually would have been realized had the Company and the acquired business been combined companies during the periods presented. These pro forma results are estimates and exclude any savings or synergies that would have resulted from this business acquisition had it occurred on January 1, 2020. This unaudited pro forma supplemental information includes incremental intangible asset amortization and other charges as a result of the SEOmoz acquisition, net of the related tax effects. The supplemental information on an unaudited pro forma financial basis presents the combined results of the Company and SEOmoz as if the acquisition had occurred on January 1, 2020 (in thousands, except per share amounts): Year ended December 31, 2021 2020 (unaudited) Revenues $ 1,438,099 $ 1,207,910 Net income from continuing operations $ 406,281 $ 29,382 EPS - Basic $ 8.84 $ 0.63 EPS - Diluted $ 8.48 $ 0.62 2020 The Company completed the following acquisitions during the year ended December 31, 2020, paying the purchase price in cash in each transaction: (a) a share purchase of the entire issued capital of RetailMeNot, Inc. acquired on October 28, 2020, a Texas-based provider of marketing solutions; (b) a share purchase of the entire issued capital of Inspired eLearning, LLC, acquired on November 2, 2020, a Texas-based platform for cybersecurity awareness and compliance training; (c) a share purchase of the entire issued capital of The Aberdeen Group, LLC and The Big Willow, Inc., acquired on November 20, 2020, a Massachusetts-based provider in digital marketing solutions; and (d) other immaterial acquisitions of email marketing, security and digital media businesses. The Consolidated Statement of Operations since the date of each acquisition and balance sheet as of December 31, 2020, reflect the results of operations of all 2020 acquisitions. For the year ended December 31, 2020, these acquisitions contributed $54.6 million to the Company’s revenues. Net income from continuing operations contributed by these acquisitions was not separately identifiable due to the Company’s integration activities and is impracticable to provide. Total consideration for these transactions was $472.8 million, net of cash acquired and assumed liabilities and subject to certain post-closing adjustments which may increase or decrease the final consideration paid. The following table summarizes the allocation of the purchase consideration for all 2020 acquisitions, including individually material acquisitions noted separately (in thousands): Assets and Liabilities Valuation Accounts receivable $ 46,138 Prepaid expenses and other current assets 9,105 Property and equipment 2,204 Operating lease right of use asset 10,644 Trade names 66,763 Customer relationships 214,347 Goodwill 202,901 Other intangibles 56,424 Other long-term assets 685 Deferred tax asset 992 Accounts payables and accrued expenses (28,979) Deferred revenue (21,918) Operating lease liabilities, current (4,520) Long-term debt (910) Operating lease liabilities, noncurrent (13,104) Income taxes payable (3,297) Liability for uncertain tax positions (1,576) Deferred tax liability (53,870) Other long-term liabilities (9,269) Total $ 472,760 During the year ended December 31, 2020, the Company recorded adjustments to prior period acquisitions due to changes in the initial working capital and related purchase accounting within the Cybersecurity and Martech businesses, which resulted in a net decrease in goodwill of $2.1 million. In addition, the Company recorded adjustments to prior period acquisitions due to changes in the initial working capital and related purchase accounting within the Digital Media business, which resulted in a net increase in goodwill of $9.7 million (see Note 9 - Goodwill and Intangible Assets). Such adjustments had an immaterial impact to amortization expense within the Consolidated Statements of Operations for the year ended December 31, 2020. The fair value of the assets acquired includes accounts receivable of $46.1 million. The gross amount due under contracts is $53.0 million, of which $6.9 million is expected to be uncollectible. The Company did not acquire any other classes of receivables as a result of its acquisitions. 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 in connection with these acquisitions during the year ended December 31, 2020 is $202.9 million, of which $55.0 million is expected to be deductible for income tax purposes. Unaudited Pro Forma Financial Information for All 2020 Acquisitions The following unaudited pro forma information is not necessarily indicative of the Company’s consolidated results of operations in future periods or the results that actually would have been realized had the Company and the acquired businesses been combined companies during the periods presented. These pro forma results are estimates and exclude any savings or synergies that would have resulted from these business acquisitions had they occurred on January 1, 2019 and do not take into consideration the exiting of any acquired lines of business. The Company acquired a line of business, through the RetailMeNot, Inc. acquisition which was in the process of being exited prior to the acquisition. This line of business accounts for $0.1 million and $28.2 million of revenue in 2020 and 2019, respectively, which is included in the pro forma results below. In addition, during 2020, the Company sold certain Voice assets in Australia and New Zealand. This divestiture represented $8.4 million and $13.9 million of revenue during the 2020 and 2019 fiscal years, respectively. This unaudited pro forma supplemental information includes incremental intangible asset amortization, income tax expense, and interest income 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 the Company and its 2020 acquisitions as if each acquisition had occurred on January 1, 2019 (in thousands, except per share amounts): Year ended December 31, 2020 2019 (unaudited) Revenues $ 1,339,927 $ 1,306,479 Net income from continuing operations $ 21,450 $ 11,773 EPS - Basic $ 0.46 $ 0.24 EPS - Diluted $ 0.45 $ 0.23 RetailMeNot, Inc. On October 28, 2020, the Company acquired all the outstanding issued capital of RetailMeNot, Inc. at a purchase consideration of $414.4 million, net of cash acquired and assumed liabilities. RetailMeNot, Inc. (“RMN”) is a leading savings destination that influences purchase decisions through the power of savings and coupons. The multinational company operates digital savings websites and mobile applications connecting consumers, both online and in-store, to retailers that advertise with RMN. The acquisition of RMN is expected to further increase retail sales generated by the Company and is believed to, when combined with the Company’s current commerce business and leveraging its editorial strengths, will drive even greater scale and margin expansion. The Consolidated Statement of Operations since the date of acquisition and balance sheet as of December 31, 2020, reflect the results of operations of RetailMeNot, Inc. For the year ended December 31, 2020, RetailMeNot, Inc. contributed $47.6 million to the Company’s revenues. Net income from continuing operations contributed by RetailMeNot, Inc. since the acquisition date was not separately identifiable due to the Company’s integration activities and is impracticable to provide. The following table summarizes the allocation of the purchase consideration for the RetailMeNot, Inc. acquisition (in thousands): Assets and Liabilities Valuation Accounts receivable $ 40,525 Prepaid expenses and other current assets 7,367 Property and equipment 587 Operating lease right of use asset 10,313 Trade names 62,940 Customer relationships 198,840 Goodwill 169,581 Other intangibles 42,610 Other long-term assets 494 Deferred tax asset 605 Accounts payables and accrued expenses (24,526) Deferred revenue (11,175) Operating lease liabilities, current (4,029) Operating lease liabilities, noncurrent (13,085) Income taxes payable (3,308) Liability for uncertain tax positions (1,576) Deferred tax liability (52,504) Other long-term liabilities (9,275) Total $ 414,384 The fair value of the assets acquired includes accounts receivable of $40.5 million. The gross amount due under contracts is $47.2 million, of which $6.7 million is expected to be uncollectible. The Company did not acquire any other classes of receivables as a result of its acquisitions. 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 in connection with this acquisition during the year ended December 31, 2020 is $169.6 million, of which $36.6 million is expected to be deductible for income tax purposes. Unaudited Pro Forma Financial Information for RetailMeNot, Inc. Acquisition The following unaudited pro forma information is not necessarily indicative of the Company’s consolidated results of operations in future periods or the results that actually would have been realized had the Company and the acquired business been combined companies during the periods presented. These pro forma results are estimates and exclude any savings or synergies that would have resulted from this business acquisition had it occurred on January 1, 2019 and do not take into consideration the exiting of any acquired lines of business. The Company acquired a line of business, through the RetailMeNot, Inc. acquisition which was in the process of being exited prior to the acquisition. This line of business accounts for $0.1 million and $28.2 million of revenue in 2020 and 2019, respectively, which is included in the pro forma results below. In addition, during 2020, the Company sold certain Voice assets in Australia and New Zealand. This divestiture represented $8.4 million and $13.9 million of revenue during the 2020 and 2019 fiscal years, respectively. This unaudited pro forma supplemental information includes incremental intangible asset amortization, income tax expense, and interest income 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 the Company and RetailMeNot, Inc. as if the acquisition had occurred on January 1, 2019 (in thousands, except per share amounts): Year ended December 31, 2020 2019 (unaudited) Revenues $ 1,308,731 $ 1,267,847 Net income from continuing operations $ 23,395 $ 22,117 EPS - Basic $ 0.50 $ 0.46 EPS - Diluted $ 0.49 $ 0.44 2019 The Company completed the following acquisitions during the year ended December 31, 2019, paying the purchase price with a combination of cash and note payable: (a) an asset purchase of iContact, LLC, acquired on January 22, 2019, a North Carolina-based provider of email marketing solutions; (b) a share purchase of the entire issued capital of Safe Send AS, acquired on March 29, 2019, a Norwegian-based provider of email security solutions; (c) a share purchase of the entire issued capital of Highwinds Capital, Inc. and Cloak Holdings, LLC, acquired on April 2, 2019, a Texas-based provider in solutions for virtual private network (“VPN”) services; (d) an asset purchase of OffsiteDataSync, Inc., acquired on July 1, 2019, a New York-based provider in backup and disaster recovery solutions; (e) an asset and a share purchase of the entire issued capital of BabyCenter LLC, acquired on August 19, 2019, a California-based provider in digital parenting and pregnancy resources; (f) a share purchase of the entire issued capital of Spiceworks, Inc., acquired on August 21, 2019, a Texas-based provider in digital media advertising solutions; and (g) other immaterial acquisitions of online data backup, consumer privacy and protection, and digital media businesses. The Consolidated Statement of Operations since the date of each acquisition and balance sheet as of December 31, 2019, reflect the results of operations of all 2019 acquisitions. For the year ended December 31, 2019, these acquisitions contributed $126.3 million to the Company’s revenues. Net income from continuing operations contributed by these acquisitions was not separately identifiable due to the Company’s integration activities and is impracticable to provide. Total consideration for these transactions was $429.5 million, net of cash acquired and assumed liabilities and subject to certain post-closing adjustments which may increase or decrease the final consideration paid. The following table summarizes the allocation of the purchase consideration for all 2019 acquisitions, including individually material acquisitions noted separately (in thousands): Assets and Liabilities Valuation Accounts receivable $ 22,796 Prepaid expenses and other current assets 4,528 Property and equipment 4,625 Operating lease right of use asset 4,982 Trade names 10,773 Customer relationships 123,611 Goodwill 253,096 Trademarks 32,540 Other intangibles 48,446 Other long-term assets 660 Accounts payables and accrued expenses (31,292) Other current liabilities (516) Deferred revenue (27,953) Operating lease liabilities, current (1,768) Operating lease liabilities, noncurrent (3,215) Income taxes payable (762) Liability for uncertain tax positions (170) Deferred tax liability (10,229) Other long-term liabilities (635) Total $ 429,517 During the year ended December 31, 2019, the Company recorded adjustments to prior period acquisitions due to the finalization of the purchase accounting in the Cybersecurity and Martech business which resulted in a net increase in goodwill of $0.2 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 Digital Media business, which resulted in a net decrease in goodwill of $0.9 million (see Note 9 - Goodwill and Intangible Assets). Such adjustments had an immaterial impact to amortization expense within the Consolidated Statement of Operations for the year ended December 31, 2019. The fair value of the assets acquired includes accounts receivable of $22.8 million. The gross amount due under contracts is $23.7 million, of which $0.9 million is expected to be uncollectible. The Company did not acquire any other classes of receivables as a result of its acquisitions. 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 in connection with these acquisitions during the year ended December 31, 2019 is $253.1 million, of which $95.1 million is expected to be deductible for income tax purposes. Unaudited Pro Forma Financial Information for All 2019 Acquisitions The following unaudited pro forma information is not necessarily indicative of the Company’s consolidated results of operations in future periods or the results that actually would have been realized had the Company and the acquired businesses been combined companies during the periods presented. These pro forma results are estimates and exclude any savings or synergies that would have resulted from these business acquisitions had they occurred on January 1, 2019. This unaudited pro forma supplemental information includes incremental intangible asset amortization, income tax expense, and interest income 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 the Company and its 2019 acquisitions as if each acquisition had occurred on January 1, 2019 (in thousands, except per share amounts): Year ended December 31, 2019 (unaudited) Revenues $ 1,152,542 Net income from continuing operations $ 35,203 EPS - Basic $ 0.73 EPS - Diluted $ 0.71 Highwinds Capital, Inc. and Cloak Holdings, LLC On April 2, 2019, the Company acquired all the outstanding issued capital of Highwinds Capital, Inc. and Cloak Holdings, LLC (“Highwinds”) at a purchase consideration of $209.6 million, net of cash acquired and assumed liabilities. Highwinds is a Texas-based provider in solutions of VPN services. The Consolidated Statement of Operations since the date of acquisition and balance sheet as of December 31, 2019, reflect the results of operations of Highwinds. For the year ended December 31, 2019, Highwinds contributed $53.0 million to the Company’s revenues. Net income from continuing operations contributed by Highwinds since the acquisition date was not separately identifiable due to the Company’s integration activities and is impracticable to provide. The following table summarizes the allocation of the purchase consideration for the Highwinds acquisition (in thousands): Assets and Liabilities Valuation Accounts receivable $ 900 Prepaid expenses and other current assets 38 Property and equipment 307 Customer relationships 55,260 Other intangibles 13,110 Trademarks 24,740 Acquired technology 6,678 Other long-term assets 16 Goodwill 164,102 Accounts payable and accrued expenses (19,506) Deferred revenue (18,321) Liability for uncertain tax positions (170) Deferred tax liability (17,552) Total $ 209,602 The fair value of the assets acquired includes accounts receivable of $0.9 million. The gross amount due under contracts is $1.0 million, of which $0.1 million is expected to be uncollectible. The Company did not acquire any other classes of receivables as a result of its acquisitions. 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 in connection with this acquisition during the year ended December 31, 2019 is $164.1 million, of which $15.2 million is expected to be deductible for income tax purposes. Unaudited Pro Forma Financial Information for Highwinds Acquisition The following unaudited pro forma information is not necessarily indicative of the Company’s consolidated results of operations in future periods or the results that actually would have been realized had the Company and the acquired business been combined companies during the periods presented. These pro forma results are estimates and exclude any savings or synergies that would have resulted from this business acquisition had it occurred on January 1, 2019. This unaudited pro forma supplemental information includes incremental intangible asset amortization and other charges as a result of the Highwinds acquisition, net of the related tax effects. The supplemental information on an unaudited pro forma financial basis presents the combined results of the Company and Highwinds as if the acquisition had occurred on January 1, 2019 (in thousands, except per share amounts): Year ended December 31, 2019 (unaudited) Revenues $ 1,072,047 Net income from continuing operations $ 43,345 EPS - Basic $ 0.90 EPS - Diluted $ 0.88 BabyCenter LLC. On April 19, 2019, the Company acquired all the outstanding issued capital of BabyCenter LLC. (“BabyCenter”) at a purchase consideration of $71.5 million, net of cash acquired and assumed liabilities. BabyCenter is a California-based provider in digital parenting and pregnancy resources. The Consolidated Statement of Operations since the date of acquisition and balance sheet as of December 31, 2019, reflect the results of operations of Baby Center. For the year ended December 31, 2019, BabyCenter contributed $19.2 million to the Company’s revenues. Net income from continuing operations contributed by BabyCenter since the acquisition date was not separately identifiable due to the Company’s integration activities and is impracticable to provide. The following table summarizes the allocation of the purchase consideration for the BabyCenter acquisition (in thousands): Assets and Liabilities Valuation Accounts receivable $ 10,336 Prepaid expenses and other current assets 2,302 Property and equipment 262 Operating lease right-of-use assets, noncurrent 821 Customer relationships 14,500 Other intangibles 10,800 Trademarks 7,800 Other long-term assets 110 Goodwill 34,644 Accounts payable and accrued expenses (8,627) Income taxes payable (61) Deferred revenue (544) Operating lease liabilities, current (511) Operating lease liabilities, noncurrent (310) Total $ 71,522 The fair value of the assets acquired includes accounts receivable of $10.3 million. The gross amount due under contracts is $10.5 million, of which $0.2 million is expected to be uncollectible. The Company did not acquire any other classes of receivables as a result of its acquisitions. 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 in connection with this acquisition during the year ended December 31, 2019 is $34.6 million, of which $34.6 million is expected to be deductible for income tax purposes. Unaudited Pro Forma Financial Information for BabyCenter Acquisition The following unaudited pro forma information is not necessarily indicative of the Company’s consolidated results of operations in future periods or the results that actually would have been realized had the Company and the acquired business been combined companies during the periods presented. These pro forma results are estimates and exclude any savings or synergies that would have resulted from this business acquisition had it occurred on January 1, 2019. This unaudited pro forma supplemental information includes incremental intangible asset amortization and other charges as a result of the BabyCenter acquisition, net of the related tax effects. The supplemental information on an unaudited pro forma financial basis presents the combined results of the Company and BabyCenter as if the acquisition had occurred on January 1, 2019 (in thousands, except per share amounts): Year ended December 31, 2019 (unaudited) Revenues $ 1,080,644 Net income from continuing operations $ 35,953 EPS - Basic $ 0.75 EPS - Diluted $ 0.73 Spiceworks, Inc. On August 21, 2019, the Company acquired all the outstanding issued capital of Spiceworks, Inc. (“Spiceworks”) at a purchase consideration of $60.8 million, net of cash acquired and assumed liabilities. Spiceworks is a Texas-based provider of digital media advertising solutions. The Consolidated Statement of Operations since the date of acquisition and balance sheet as of December 31, 2019, reflect the results of operations of Spiceworks. For the year ended December 31, 2019, Spiceworks contributed $23.0 million to the Company’s revenues. Net income from continuing operations contributed by Spiceworks since the acquisition date was not separately identifiable due to the Company’s integration activities and is impracticable to provide. The following table summarizes the allocation of the purchase consideration for the Spiceworks acquisition (in thousands): Assets and Liabilities Valuation Accounts receivable $ 10,406 Prepaid expenses and other current assets 1,986 Property and equipment 2,388 Operating lease right-of-use assets, noncurrent 4,161 Trade names 5,200 Customer relationships 27,200 Other intangibles 2,600 Non-competition agreements 680 Acquired technology 2,700 Deferred tax asset 8,752 Other long-term assets 504 Goodwill 4,149 Accounts payable and accrued expenses (2,214) Income taxes payable (164) Deferred revenue (3,344) Operating lease liabilities, current (1,256) Operating lease liabilities, noncurrent (2,905) Total $ 60,843 The fair value of the assets acquired includes accounts receivable of $10.4 million. The gross amount due under contracts is $10.8 million, of which $0.4 million is expected to be uncollectible. The Company did not acquire any other classes of receivables as a result of its acquisitions. Goodwill represents the excess of the purchase price over the fair value of the net tangible and iden |
Investments
Investments | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Investments consist of equity and debt securities. The Company determined that certain equity securities were 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 made a “reasonable effort” to identify any observable price changes for identical or similar investments with the issuer that were known and could be reasonably known. Any changes in the carrying value of the equity securities was reported in current earnings as (gain) loss on investment, net. In addition, the Company determined that the shares of redeemable preferred stock that were also received as part of the consideration were corporate debt securities and were classified as available-for-sale-securities. In the first quarter of 2020, in a non-cash transaction of $18.3 million, the Company exchanged these shares of redeemable preferred stock that were previously classified as available-for-sale corporate debt securities for a new series of preferred stock, classified as equity securities without a readily determinable fair value. The Company recognized a loss on exchange of $4.4 million, which is reflected in loss on investments, net in the Consolidated Statements of Operations. 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). These equity securities are included within ‘Long-term investments’ in the Consolidated Balance Sheets. Cost Impairment Adjustments Reported Amount December 31, 2021 Equity securities $ 17,156 $ (16,677) $ (479) $ — Total $ 17,156 $ (16,677) $ (479) $ — December 31, 2020 Equity securities $ 50,384 $ (19,605) $ (479) $ 30,300 Total $ 50,384 $ (19,605) $ (479) $ 30,300 Impairment losses, including gains and losses, are recorded in loss on investments, net on the Consolidated Statements of Operations. During the year ended December 31, 2021, the Company recorded a $16.7 million impairment loss on investments related to a decline in value due to a sales transaction of an investee. The Company was not expected to recover the recorded cost of these securities and reduced such amount to what the Company received as a result of the sale. During the year ended December 31, 2021, the Company sold the remaining investments with proceeds for $14.3 million and a realized loss of approximately $0.3 million. At December 31, 2021, cumulative impairment losses on these securities were $40.5 million. During the year ended December 31, 2020, the Company recorded a $19.6 million impairment loss related to a decline in value primarily due to the recapitalization of the investee and overall market volatility. At December 31, 2020, cumulative impairment losses on these securities were $23.8 million. The following table summarizes the gross unrealized gains and losses and fair values for short-term investments accounted for at fair value under the fair value option, with the unrealized gains and losses reported within earnings on the Statement of Operations (in thousands): Initial Book Value Gross Gross Fair December 31, 2021 Investment in Consensus (equity securities) $ (69,290) $ 298,490 $ — $ 229,200 Total $ (69,290) $ 298,490 $ — $ 229,200 The following table summarizes the gross unrealized gains and losses and fair values for investments classified as available-for-sale (in thousands): Amortized Gross Gross Fair 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 the Company’s corporate debt securities designated as available-for-sale, classified by the contractual maturity date of the security (in thousands): December 31, 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 through an allowance for credit losses rather than a reduction in the amortized cost basis of the securities. These changes will result in the 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 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 other (income) expense, net on our 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, 2021 or December 31, 2020. As of December 31, 2021, 2020 and 2019, the Company did not recognize any other-than-temporary impairment losses on its 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, prior to the settlement of certain litigation generally related to the Company’s investment in the Fund in January 2022, the Company paid 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 For more information related to the litigation, see Note 12. During 2021, the Company received capital call notices from the management of OCV Management, LLC for $22.2 million inclusive of certain management fees, of which $22.2 million has been paid for the year ended December 31, 2021. During 2020, the Company received capital call notices from the management of OCV Management, LLC for $32.9 million, inclusive of certain management fees, of which $31.9 million has been paid for the year ended December 31, 2020. During the years ended December 31, 2021, 2020 and 2019, the Company received a distribution from OCV of $15.3 million, zero and $10.3 million respectively. 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 years ended December 31, 2021, 2020, and 2019, the Company recognized an investment gain (loss) of $35.8 million, $(11.3) million, and $(0.2) million, net of tax expense (benefit), 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 fiscal 2020 in the amount of $4.3 million, net of tax benefit. During the years ended December 31, 2021, 2020, and 2019 the Company recognized management fees of $3.0 million, $3.0 million, and $3.0 million, net of tax benefit, respectively. The following table discloses the carrying amount for the Company’s equity method investment (in thousands). These equity securities are included within ‘Long-term investments’ in the Consolidated Balance Sheets. December 31, 2021 December 31, 2020 Equity securities $ 122,593 $ 67,195 Maximum exposure to loss $ 122,593 $ 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. |
Discontinued Operations and Dis
Discontinued Operations and Dispositions | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Dispositions | Discontinued Operations and Dispositions Consensus Spin-Off On October 7, 2021, the Separation was completed and the Company transferred J2 Cloud Services, LLC to Consensus who in turn transferred non-fax assets and liabilities back to Ziff Davis such that Consensus was left with the cloud fax business. The Separation was achieved through the Company’s distribution of 80.1% of the shares of Consensus common stock to holders of J2 Global common stock as of the close of business on October 1, 2021, the record date for the distribution. The Company’s stockholders of record received one share of Consensus common stock for every three shares of J2 Global’s common stock. Ziff Davis, Inc. (formerly J2 Global, Inc.) retained a 19.9% interest in Consensus following the Separation. We did not retain a controlling interest in Consensus. The Retained Consensus Shares are equity securities for which the Company elected the fair value option, and subsequent fair value changes are included in the assets of and results from continuing operations as of and for the year ended December 31, 2021. At December 31, 2021, our investment in Consensus common stock was remeasured at fair value based on Consensus’ closing stock price, with an unrealized gain of approximately $298.5 million recorded in the Consolidated Statement of Operations and a balance of $229.2 million in the Consolidated Balance Sheet (See Note 5). No gain or loss was recorded on the Separation in the Consolidated Statements of Operations. Certain of the Company’s management and members of its board of directors resigned from the Company as of the Distribution Date and joined Consensus. In addition, one of the Company’s members of its senior management as of December 31, 2021 serves on the board of directors of Consensus. On October 7, 2021, Consensus paid Ziff Davis approximately $259.1 million of cash in a distribution that is anticipated to be tax-free provided certain requirements are met, and issued $500.0 million of senior notes due 2028 to Ziff Davis, which Ziff Davis then exchanged such notes with the lenders under the Credit Agreement and Credit Agreement Amendments by and among the subsidiaries of Ziff Davis party thereto as guarantors, Citicorp North America Inc. and MUFG Union Bank, N.A. and MUFG Union Bank, N.A., as administrative agent for the lenders, in exchange for extinguishment of indebtedness outstanding under the Bridge Loan Facility (see Note 10 - Debt). Such lenders or their affiliates agreed to resell the 2028 notes to qualified institutional buyers in the United States pursuant to Rule 144A. The Company incurred a net loss on extinguishment of approximately $8.8 million recorded within ‘Loss on Extinguishment of Debt’ component of ‘Income (loss) from discontinued operations, net of income taxes’ within the Consolidated Statements of Operations for the year ended December 31, 2021 (see Note 10). The divestiture of the cloud fax business was determined to qualify for US Federal tax-free treatment under certain sections of the Internal Revenue Code. The accounting requirements for reporting the Company’s cloud fax business as a discontinued operation were met when the Separation was completed as the Separation constitutes a strategic shift that will have a major effect on the Company’s operations and financial results. Accordingly, the consolidated financial statements reflect the result of the cloud fax business as a discontinued operation for all periods presented. The Consolidated Balance Sheets and Consolidated Statements of Operations report discontinued operations separate from continuing operations. The Consolidated Statements of Comprehensive Income, Consolidated Statements of Cash Flows (including Note 19 - Supplemental Cash Flow Information) and Consolidated Statements of Stockholders’ Equity combine continuing and discontinued operations. The Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income, Consolidated Statements of Cash Flows and Consolidated Statements of Stockholders’ Equity include the cloud fax activity for January 1, 2021 through October 7, 2021. The key components of cash flows from discontinued operations were as follows (in thousands): Years ended December 31, 2021 2020 2019 Capital expenditures $ 15,252 $ 16,237 $ 6,996 Depreciation and amortization $ 9,010 $ 11,759 $ 10,270 Loss on debt extinguishment $ 8,750 $ 37,969 $ — Amortization of financing costs and discounts $ — $ 1,171 $ 1,428 Foreign currency remeasurement gain $ — $ 31,537 $ — Deferred taxes $ 8,015 $ 5,534 $ (55,931) In preparation for and executing the Separation, the Company incurred $11.6 million, net of reimbursement from Consensus, in transaction-related costs including legal and accounting fees during the year ended December 31, 2021, which were recorded in ‘General and administrative expenses’ component of ‘Income (loss) from discontinued operations, net of income taxes’ within the Consolidated Statement of Operations. These transaction costs primarily relate to professional fees associated with preparation of regulatory filings and transaction execution and separation activities within finance, tax and legal functions. In connection with the Separation, Ziff Davis and Consensus entered into several agreements that govern the relationship of the parties following the Separation. These agreements, as well as other activities related to Ziff Davis’s continuing involvement with Consensus are further discussed in Note 21 - Related Party Transactions. The key components of income from discontinued operations were as follows (in thousands). The Company made an accounting policy election not to allocate interest to discontinued operations. Interest expense included in discontinued operations relates to the 6.0% Senior Notes issued by J2 Cloud Services, LLC and the Bridge Loan Facility, which was required to be repaid as part of the Separation. Years ended December 31, 2021 2020 2019 Revenues $ 270,248 $ 330,764 $ 321,590 Cost of revenues (44,306) (53,379) (49,991) Sales and marketing (40,980) (47,116) (51,522) Research, development and engineering (5,814) (7,146) (9,745) General and administrative (39,279) (26,852) (21,475) Interest expense and other (13,856) (44,220) (44,080) Income before income taxes 126,013 152,051 144,777 Income tax expense (benefit) 30,694 30,043 (33,136) Income from discontinued operations, net of income taxes $ 95,319 $ 122,008 $ 177,913 The following table summarizes the Balance Sheet as of December 31, 2020 (in thousands): December 31, ASSETS Cash and cash equivalents $ 66,210 Accounts receivable, net 16,071 Prepaid expenses and other current assets 1,748 Total current assets, discontinued operations 84,029 Property and equipment, net 25,053 Operating lease right-of-use assets 25,711 Trade names, net 29,350 Customer relationships, net 13,678 Goodwill 342,430 Other purchased intangibles, net 1,681 Deferred income taxes, noncurrent 44,350 Other non-current assets 1,269 Total assets, discontinued operations $ 567,551 LIABILITIES Trade accounts payable and accrued expenses $ 32,795 Income taxes payable, current 1,307 Deferred revenue, current 24,512 Operating lease liabilities, current 2,578 Total current liabilities, discontinued operations 61,192 Deferred revenue, noncurrent 240 Operating lease liabilities, noncurrent 25,549 Liability for uncertain tax positions 3,993 Deferred income taxes, noncurrent 5,392 Other long-term liabilities 3,063 Total liabilities, discontinued operations $ 99,429 B2B Back-up and Voice Asset Sales The Company completed the following dispositions that did not meet the criteria for discontinued operations 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 were recorded within the Cybersecurity and Martech reportable segment. On February 9, 2021, in a cash transaction, the Company sold the Voice assets. The total gain recognized on the sale of these Voice assets was $2.8 million which was recorded in (loss) gain on sale of businesses on the Consolidated Statement of Operations in the year ended December 31, 2021. 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 B2B Backup business met the held for sale criteria, and accordingly, the assets and liabilities were presented as held for sale on the Consolidated Statement Balance Sheets at March 31, 2021 and June 30, 2021. The business is recorded within the Cybersecurity and Martech reportable segment. During the second quarter of 2021, the Company received an offer to purchase the B2B Backup business and management determined that the fair value of the business less cost to sell was lower than its carrying amount. As a result, the Company recorded an impairment to goodwill of $32.6 million during the second quarter of 2021, which was recorded in impairment of business on the Consolidated Statement of Operations (see Note 9 - Goodwill and Intangible Assets). On September 17, 2021, in a cash transaction, the Company sold the B2B Backup business. The total loss recognized on the sale of the B2B Backup business was $24.6 million which was recorded in (loss) gain on sale of businesses on the Consolidated Statement of Operations in the year ended December 31, 2021. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company 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. On October 7, 2021, we completed the Consensus separation and retained 19.9% of the shares of Consensus common stock immediately following the Separation. We did not retain a controlling interest in Consensus. The Retained Consensus Shares are equity securities for which the Company elected the fair value option, and the fair value of our retained shares and subsequent fair value changes are included in our assets of and results from continuing operations, respectively. At December 31, 2021, our investment in Consensus common stock was remeasured at fair value based on Consensus’ closing stock price, with unrealized gains of $298.5 million recorded in the Consolidated Statement of Operations and a balance of $229.2 million in the Consolidated Balance Sheet. The fair value of the investment in Consensus is determined using the quoted market prices, which is a Level 1 input. 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 fair value of our senior notes was determined using quoted market prices or dealer quotes for instruments with similar maturities and other terms and credit ratings, which are Level 2 inputs. The fair value of the MUFG Credit Facility approximated its carrying amount due to its variable interest rate, which approximated a market interest rate, and was considered a Level 2 input. The fair value of the Company’s debt instruments was $1.3 billion and $2.0 billion, at December 31, 2021 and December 31, 2020, respectively (see Note 10 - Debt). In 2019, the Company entered into a $5.5 million note payable that was short-term in nature and associated with the quarter’s acquisition activity. In the same year, the Company paid down $5.1 million of the outstanding note and in the third quarter of 2020, the balance of the note payable was paid in full. 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 were classified within Level 3. The valuation approaches used to value Level 3 investments considers 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 December 31, 2021. Valuation Technique Unobservable Input Range Weighted Average Contingent Consideration Option-Based Model Risk free rate 1.9% - 2.2% 2.0 % Debt spread 0.0% - 74.7% 13.6 % Probabilities 10.0% - 100.0% 80.5 % Present value factor 2.2% - 26.9% 19.0 % Discount rate 27.3% - 38.0% 30.7 % 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): December 31, 2021 Level 1 Level 2 Level 3 Fair Value Carrying Value Assets: Cash equivalents: Money market and other funds $ 144,255 $ — $ — $ 144,255 $ 144,255 Investment in Consensus 229,200 — — 229,200 229,200 Total assets measured at fair value $ 373,455 $ — $ — $ 373,455 $ 373,455 Liabilities: Contingent consideration $ — $ — $ 5,775 $ 5,775 $ 5,775 Long-term debt 1,345,311 — — 1,345,311 1,090,627 Total liabilities measured at fair value $ 1,345,311 $ — $ 5,775 $ 1,351,086 $ 1,096,402 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 $ — $ — $ 5,022 $ 5,022 $ 5,022 Long-term debt 1,960,527 — — 1,960,527 1,579,021 Total liabilities measured at fair value $ 1,960,527 $ — $ 5,022 $ 1,965,549 $ 1,584,043 At the end of each reporting period, management reviews the inputs to the fair value measurements of financial and non-financial assets and liabilities to determine when transfers between levels are deemed to have occurred. For the year ended December 31, 2021, there were no transfers that occurred between levels. For the year ended December 31, 2020, the Company transferred the fair value of its long-term debt from Level 2 to Level 1. The following tables 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 Income Balance as of January 1, 2020 $ 37,887 Contingent consideration 4,860 Total fair value adjustments reported in earnings (80) General and administrative Contingent consideration payments (37,645) Not Applicable Balance as of December 31, 2020 $ 5,022 Contingent consideration 4,713 Total fair value adjustments reported in earnings (1,910) General and administrative Contingent consideration payments (2,050) Not Applicable Balance as of December 31, 2021 $ 5,775 In connection with the Company’s other acquisition activity, contingent consideration of up to $14.9 million may be payable upon achieving certain future earnings before interest, taxes, depreciation and amortization (EBITDA), revenue, and/or unique visitor thresholds and had a combined fair value of $5.8 million and $5.0 million at December 31, 2021 and 2020, respectively. Due to the achievement of certain thresholds, $2.1 million and $37.6 million was paid during the years ended December 31, 2021 and 2020, respectively. The Company recorded a net decrease of $1.9 million and $0.1 million during the years ended December 31, 2021 and 2020 respectively, in the fair value of the contingent consideration and reported such changes in general and administrative expenses. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, stated at cost, at December 31, 2021 and 2020 consisted of the following (in thousands): 2021 2020 Computers and related equipment $ 343,101 $ 317,013 Furniture and equipment 934 2,574 Leasehold improvements 8,287 6,329 352,322 325,916 Less: Accumulated depreciation and amortization (191,113) (194,392) Total property and equipment, net $ 161,209 $ 131,524 Depreciation and amortization expense was $63.6 million, $60.6 million and $48.0 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible AssetsGoodwill 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 years ended December 31, 2021 and 2020 are as follows (in thousands): Digital Media Cybersecurity and Martech Consolidated Balance as of January 1, 2020 $ 755,161 $ 557,940 $ 1,313,101 Goodwill acquired (Note 4) 177,951 24,950 202,901 Goodwill removed due to sale of businesses (2) — (4,751) (4,751) Purchase accounting adjustments (1) 9,721 (2,130) 7,591 Foreign exchange translation 101 6,057 6,158 Balance as of December 31, 2020 $ 942,934 $ 582,066 $ 1,525,000 Goodwill acquired (Note 4) 55,704 41,328 97,032 Goodwill removed due to sale of businesses (3) — (50,277) (50,277) Goodwill impairment (4) — (32,629) (32,629) Purchase accounting adjustments (1) (1,437) 505 (932) Foreign exchange translation (542) (6,197) (6,739) Balance as of December 31, 2021 $ 996,659 $ 534,796 $ 1,531,455 (1) Purchase accounting adjustments relate to measurement period adjustments to goodwill in connection with prior business acquisitions (see Note 4 - Business Acquisitions). (2) On August 31, 2020, in a cash transaction, the Company sold certain of its Voice assets in Australia and New Zealand which resulted in $4.8 million of goodwill being written off (see Note 6 - Discontinued Operations and Dispositions). (3) 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 and on September 17, 2021, the Company sold certain of its B2B Backup assets which resulted in $49.0 million of goodwill being removed in connection with the sale (see Note 6 - Discontinued Operations and Dispositions). (4) During the year ended December 31, 2021, the Company had an impairment to goodwill of $32.6 million in connection with certain B2B Backup assets The following table presents the gross carrying amount of goodwill and accumulated impairment charges as of December 31, 2021, and 2020. December 31, 2021 December 31, 2020 Gross Carrying Amount Accumulated Impairment Charges Net Book Value Gross Carrying Amount Accumulated Impairment Charges Net Book Value Cybersecurity and Martech $ 567,425 $ 32,629 $ 534,796 $ 582,066 $ — $ 582,066 Digital Media 996,659 — 996,659 942,934 — 942,934 Total Goodwill $ 1,564,084 $ 32,629 $ 1,531,455 $ 1,525,000 $ — $ 1,525,000 Intangible Assets Subject to Amortization: As of December 31, 2021, intangible assets subject to amortization relate primarily to the following (in thousands): Weighted-Average Amortization Period Historical Accumulated Net Trade names 9.7 years $ 250,418 $ 102,657 $ 147,761 Customer relationships (1) 8.1 years 673,847 398,396 275,451 Other purchased intangibles 9.3 years 467,028 317,515 149,513 Total $ 1,391,293 $ 818,568 $ 572,725 (1) Historically, the Company has amortized its customer relationship assets in a pattern that best reflects the pace at which the assets’ 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. During the year ended December 31, 2021, the Company acquired SEOmoz (see Note 4 - Business Acquisitions). The identified intangible assets were recognized as part of the acquisition and their respective estimated weighted average amortizations were as follows (in thousands): Weighted-Average Amortization Period Fair Value Trade names 5.0 years $ 7,406 Customer relationships 5.2 years 5,000 Other purchased intangibles 5.0 years 22,777 Total $ 35,183 During the year ended December 31, 2021, the Company completed other acquisitions which were individually immaterial. The identified intangible assets were recognized as part of all 2021 acquisitions and their respective estimated weighted average amortizations were as follows (in thousands): Weighted-Average Amortization Period Fair Value Trade names 3.7 years $ 8,943 Customer relationships 6.8 years 16,945 Other purchased intangibles 3.6 years 16,117 Total $ 42,005 As of December 31, 2020, intangible assets subject to amortization relate primarily to the following (in thousands): Weighted-Average Historical Accumulated Net Trade names 10.0 years $ 247,189 $ 88,636 $ 158,553 Customer relationships (1) 8.0 years 746,330 382,815 363,515 Other purchased intangibles 9.7 years 503,195 328,403 174,792 Total $ 1,496,714 $ 799,854 $ 696,860 (1) Historically, the Company has amortized its customer relationship assets in a pattern that best reflects the pace at which the assets’ 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. Expected amortization expenses for intangible assets subject to amortization at December 31, 2021 are as follows (in thousands): Fiscal Year: 2022 $ 148,268 2023 126,458 2024 82,499 2025 81,285 2026 65,253 Thereafter 68,962 Total expected amortization expense $ 572,725 Amortization expense was $185.7 million, $156.4 million and $173.8 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt Long-term debt as of December 31, 2021 and 2020 consists of the following (in thousands): 2021 2020 4.625% Senior Notes $ 641,276 $ 750,000 Convertible Notes: 3.25% Convertible Notes — 402,414 1.75% Convertible Notes 550,000 550,000 Total Notes 1,191,276 1,702,414 Paycheck Protection Program Loan — 910 Less: Unamortized discount (91,593) (112,798) Deferred issuance costs (9,056) (11,505) Total debt 1,090,627 1,579,021 Less: current portion (54,609) (396,801) Total long-term debt, less current portion $ 1,036,018 $ 1,182,220 At December 31, 2021, future principal payments for debt are as follows (in thousands): Years Ended December 31, 2022 $ 54,609 2023 — 2024 — 2025 — 2026 — Thereafter 1,136,667 $ 1,191,276 Interest expense was $79.6 million, $58.1 million and $26.1 million for the years ended December 31, 2021, 2020 and 2019, respectively. 6.0% Senior Notes On June 27, 2017, J2 Cloud Services, LLC (“J2 Cloud”) and J2 Cloud Co-Obligor, Inc. (the “Co-Issuer” and together with J2 Cloud, the “Issuers”), wholly-owned subsidiaries of the Company, completed the issuance and sale of $650.0 million aggregate principal amount of their 6.0% senior notes due in 2025 (the “6.0% Senior Notes”) in a private placement offering exempt from the registration requirements of the Securities Act of 1933. J2 Cloud received proceeds of $636.5 million, after deducting the initial purchasers’ discounts, commissions and offering expenses. The 6.0% Senior Notes bore interest at a rate of 6.0% per annum, payable semi-annually in arrears on January 15 and July 15 of each year. On October 7, 2020, J2 Cloud redeemed all of its outstanding $650.0 million 6.0% Senior Notes due in 2025 for $694.6 million, including an early redemption premium of $29.2 million and accrued and unpaid interest of $15.4 million. The Company recorded a loss on extinguishment of $38.0 million which is recorded in interest expense, net within discontinued operations in the Consolidated Statements of Operations. 4.625% Senior Notes On October 7, 2020, the Company completed the issuance and sale of $750.0 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 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. These 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 the Company 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, up 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, up 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 the Company and subsidiaries designated as restricted subsidiaries has 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 December 31, 2021 and 2020. On October 8, 2021, Ziff Davis announced that it had accepted tender offers to purchase $83.3 million in aggregate principal of its 4.625% Senior Notes for an aggregate purchase price of $90.0 million. The tender offer expired on October 22, 2021. As such, the Company recognized a loss of approximately $7.4 million associated with the tender of the 4.625% Senior Notes, which was recorded within ‘Loss on extinguishment of debt’ within the Statements of Operations. Further, during the year ended December 31, 2021, the Company repurchased an additional $25.4 million in aggregate principal amount of the 4.625% Senior Notes for a purchase price of approximately $26.0 million. The Company recognized a loss of $0.6 million associated with the repurchase of the 4.625% Senior Notes, which was recorded within ‘Loss on extinguishment of debt’ within the Consolidated Statements of Operations. During January 2022, the Company repurchased an additional $54.6 million in aggregate principal amount of the 4.625% Senior Notes (see Note 23 - Subsequent Events). As of December 31, 2021 and 2020, the estimated fair value of the 4.625% Senior Notes was approximately $659.9 million and $796.9 million, respectively, 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). The following table provides additional information on the 4.625% Senior Notes (in thousands): 2021 Principal amount of 4.625% Senior Notes $ 641,276 Less: Unamortized discount (4,259) Less: Debt issuance costs (1,339) Net carrying amount of 4.625% Senior Notes $ 635,678 3.25% Convertible Notes On June 10, 2014, the Company 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 had to 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 In connection with the spin-off of Consensus, the Company called its 3.25% Convertible Notes for redemption and on August 2, 2021, the Company redeemed in full all of its outstanding 3.25% Convertible Notes. During the year ended December 31, 2021, the Company satisfied its conversion obligation by paying the principal of $402.4 million in cash and issued 3,050,850 shares of the Company’s common stock (see Note 14 - Stockholders’ Equity). The redemption of the liability component of the 3.25% Convertible Notes, resulted in a gain of approximately $2.8 million during the year ended December 31, 2021 within ‘Loss on debt extinguishment, net’ in the Consolidated Statement of Operations. The reacquisition of the equity component of the 3.25% Convertible Notes resulted in a reduction of stockholders’ equity of approximately $390.5 million, net of tax, During the fourth quarter of 2020, the last reported sale price of the Company’s common stock exceeded 130% of the conversion price for at least 20 trading days in the period of 30 consecutive trading days ending on, and including, the last trading day of the quarter. As a result, the 3.25% Convertible Notes were convertible at the option of the holder during the quarter beginning January 1, 2021 and ending March 31, 2021. Since as of December 31, 2020, the Company intended to settle the principal amount in cash, the net carrying amount of the 3.25% Convertible Notes was classified within current liabilities on the Consolidated Balance Sheet as of December 31, 2020. Accounting for the 3.25% 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 estimated 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 first stated repurchase date. The Company estimated the borrowing rates of similar debt without the conversion feature at origination to be 5.79% for the 3.25% Convertible Notes and determined the debt discount to be $59.0 million. As a result, a conversion premium after tax of $37.7 million was recorded in additional paid-in capital. The aggregate debt discount is amortized as interest expense over the period from the issuance date through the first stated repurchase date on June 15, 2021 which management believed was the expected life of the 3.25% Convertible Notes using an interest rate of 5.81%. As of December 31, 2020, the remaining period over which the unamortized debt discount will be amortized was 0.5 years. 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 was 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 was not available, the fair value was determined using cash-flow models of the scheduled payments discounted at market interest rates for comparable debt without the conversion feature. As of December 31, 2021 and 2020, the estimated fair value of the 3.25% Convertible Notes was approximately zero and $593.1 million, respectively. As of December 31, 2020, the if-converted value of the 3.25% Convertible Notes exceeded the principal amount by $173.3 million. The following table provides additional information related to the 3.25% Convertible Notes (in thousands): 2021 2020 Additional paid-in capital $ — $ 37,688 Principal amount of 3.25% Convertible Notes $ — $ 402,414 Less: Unamortized discount of the liability component — (4,644) Less: Carrying amount of debt issuance costs — (855) Net carrying amount of 3.25% Convertible Notes $ — $ 396,915 The following table provides the components of interest expense related to the 3.25% Convertible Notes (in thousands): 2021 2020 2019 Cash interest expense (coupon interest expense) $ 5,994 $ 13,080 $ 13,081 Non-cash amortization of discount on 3.25% Convertible Notes 4,645 9,717 9,171 Amortization of debt issuance costs 855 1,749 1,600 Total interest expense related to 3.25% Convertible Notes $ 11,494 $ 24,546 $ 23,852 The Company has recorded changes in fair value associated with the contingent interest feature of the 3.25% Convertible Notes in interest expense for the years ended December 31, 2021, 2020, and 2019 of zero, zero, and $(0.8) million, respectively (see Note 7 - Fair Value Measurements). 1.75% Convertible Notes On November 15, 2019, the Company issued $550.0 million aggregate principal amount of 1.75% convertible senior notes due November 1, 2026 (the “1.75% Convertible Notes”). The Company 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 the Company’s 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 the Company’s 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. The Company will settle conversions of the 1.75% Convertible Notes by paying or delivering, as the case may be, cash, shares of the Company’s common stock or a combination thereof at the Company’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. As of December 31, 2021 and December 31, 2020, the market trigger conditions did not meet the conversion requirements of the 1.75% Convertible Notes and, accordingly, the 1.75% Convertible Notes are classified as long-term debt on the Consolidated Balance Sheets. Prior to the Separation, the conversion rate on the 1.75% Convertible Notes was 7.9864 shares of the Company’s common stock for each $1,000 principal amount of 1.75% Convertible Notes, which represents a conversion price of approximately $125.21 per share of the Company’s common stock. The Separation constituted an event under the 1.75% Convertible Notes that required an adjustment and the conversion rate increased to 9.3783 shares of the Company’s common stock for each $1,000 principal amount of 1.75% Convertible Notes, which represents a conversion price of approximately $106.63 per share of the Company’s 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), the Company 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. The Company 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 then-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. The Company 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 December 31, 2021, the remaining period over which the unamortized debt discount will be amortized is 4.8 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 December 31, 2021, the unamortized deferred issuance costs were $7.7 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 December 31, 2021 and December 31, 2020, the estimated fair value of the 1.75% Convertible Notes was approximately $685.4 million and $569.7 million, respectively. The following table provides additional information related to the 1.75% Convertible Notes (in thousands): 2021 2020 Additional paid-in capital $ 88,138 $ 88,138 Principal amount of 1.75% Convertible Notes $ 550,000 $ 550,000 Less: Unamortized discount of the liability component (87,334) (102,631) Less: Carrying amount of debt issuance costs (7,717) (8,889) Net carrying amount of 1.75% Convertible Notes $ 454,949 $ 438,480 The following table provides the components of interest expense related to the 1.75% Convertible Notes (in thousands): 2021 2020 Cash interest expense (coupon interest expense) $ 9,625 $ 9,653 Non-cash amortization of discount on 1.75% Convertible Notes 15,338 14,563 Amortization of debt issuance costs 1,173 1,098 Total interest expense related to 1.75% Convertible Notes $ 26,136 $ 25,314 Credit Facility and Bridge Loan On April 7, 2021, the Company entered into a $100.0 million Credit Agreement (the “Credit Agreement”). Subject to customary conditions, the Company may, from time to time, request increases in the commitments under the Credit Agreement in an aggregate amount up to $250.0 million, for a total aggregate commitment of up to $350.0 million. The final maturity of the Credit Facility will occur on April 7, 2026. On June 2, 2021, June 21, 2021, August 20, 2021 and September 16, 2021, the Company entered into First, Second, Third and Fourth Amendments (together the “Amendments”) to the Credit Agreement. The Amendments (i) provided for the issuance of a senior secured term loan under the Credit Agreement, in an aggregate principal amount of $485.0 million (the “Bridge Loan Facility”), (ii) permitted the spin-off of the Company’s cloud fax business into a new publicly traded company, and (iii) provided for certain other changes to the Credit Agreement. The Bridge Loan Facility bore 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 Facility until twelve months after the funding date of the Bridge Loan Facility, 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 Facility until repayment of the Bridge Loan Facility, either a base rate plus 3.00% or a LIBOR rate plus 4.00%. The Bridge Loan Facility was to mature on the date that is 364 days after the funding date of the Bridge Loan Facility, with two automatic extensions, each for an additional three months, if SEC approval of the spin-off transaction was still outstanding. The Company was required to pay a funding fee of 0.50% of the aggregate principal amount of Bridge Loan Facility 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. The Company incurred approximately $5.1 million in costs and interest associated with the Bridge Loan Facility recorded within ‘Interest expense’ component of ‘Income (loss) from discontinued operations, net of income taxes’ within the Consolidated Statements of Operations for the year ended December 31, 2021 In connection with the spin-off of Consensus, the Company drew the full amount of the Bridge Loan Facility and used the proceeds of the Bridge Loan Facility to redeem the 3.25% Convertible Notes and a portion of the 4.625% Senior Notes. On October 7, 2021, Consensus issued $500.0 million of senior notes due 2028 to Ziff Davis, which Ziff Davis then exchanged such notes with the lenders under the Credit Agreement and Credit Agreement Amendments by and among the subsidiaries of Ziff Davis party thereto as guarantors, Citicorp North America Inc. and MUFG Union Bank, N.A. and MUFG Union Bank, N.A., as administrative agent for the lenders, in exchange for the extinguishment of the indebtedness outstanding under the Bridge Loan Facility. Such lenders or their affiliates agreed to resell the 2028 notes to qualified institutional buyers in the United States pursuant to Rule 144A. The Company incurred a net loss on extinguishment of approximately $8.8 million recorded within ‘Loss on Extinguishment of Debt’ component of ‘Income (loss) from discontinued operations, net of income taxes’ within the Consolidated Statements of Operations for the year ended December 31, 2021. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company 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 During the year ended 2021, the Company recorded impairments of $12.7 million on its operating lease right of use assets primarily related to exiting certain lease space as the Company regularly evaluates its office space requirements in light of more of its workforce working from home as part of a permanent “remote” or “partial remote” work model. During the year ended 2020, the Company had also decided to exit and seek subleases for certain leased facilities in the Digital Media reportable segment primarily also due to work from home models. The Company recorded a non-cash impairment charge of $12.1 million related to operating lease right-of-use assets for the affected facilities and an impairment charge of $3.6 million for associated property and equipment. The impairments were determined by comparing the fair value of the impacted right-of-use asset to the carrying value of the asset as of the impairment measurement date, as required under ASC Topic 360, Property, Plant, and Equipment. The fair value of the right-of-use asset was based on the estimated sublease income for the affected facilities taking into consideration the time it will take to obtain a sublease tenant, the applicable discount rate and the sublease rate which represent Level 3 unobservable inputs. The impairments are presented in general and administrative expenses on the Consolidated Statements of Operations. 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 consolidated financial statements and are therefore not included in the disclosures. The components of lease expense were as follows (in thousands): Years ended December 31, 2021 2020 Operating lease cost $ 31,396 $ 38,421 Short-term lease cost 2,754 1,031 Total lease cost $ 34,150 $ 39,452 Supplemental balance sheet information related to leases was as follows (in thousands): December 31, 2021 December 31, 2020 Operating leases Operating lease right-of-use assets $ 55,617 $ 80,133 Total operating lease right-of-use assets $ 55,617 $ 80,133 Operating lease liability, current $ 27,156 $ 29,634 Operating lease liabilities, noncurrent 53,708 73,628 Total operating lease liabilities $ 80,864 $ 103,262 Supplemental cash flow information related to leases was as follows (in thousands): Years ended December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 27,798 $ 27,402 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 9,850 $ 31,148 Other supplemental operating lease information consists of the following: December 31, 2021 December 31, 2020 Operating leases: Weighted average remaining lease term 3.9 years 4.0 years Weighted average discount rate 3.48 % 3.68 % Maturities of operating lease liabilities as of December 31, 2021 were as follows (in thousands): Operating Leases Fiscal Year: 2022 $ 28,163 2023 21,261 2024 17,046 2025 8,563 2026 5,511 Thereafter 5,405 Total lease payments $ 85,949 Less: Imputed interest (5,085) Present value of operating lease liabilities $ 80,864 Sublease Total sublease income for the years ended December 31, 2021, 2020 and 2019 was $2.0 million, $2.6 million, and $3.5 million, respectively. Total estimated aggregate sublease income to be received in the future is $7.0 million. In 2020, the Company recorded $2.1 million 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 expenses on the Consolidated Statement of Operations. Significant Judgments Discount Rate The majority of the Company’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. |
Lesses | Leases The Company 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 During the year ended 2021, the Company recorded impairments of $12.7 million on its operating lease right of use assets primarily related to exiting certain lease space as the Company regularly evaluates its office space requirements in light of more of its workforce working from home as part of a permanent “remote” or “partial remote” work model. During the year ended 2020, the Company had also decided to exit and seek subleases for certain leased facilities in the Digital Media reportable segment primarily also due to work from home models. The Company recorded a non-cash impairment charge of $12.1 million related to operating lease right-of-use assets for the affected facilities and an impairment charge of $3.6 million for associated property and equipment. The impairments were determined by comparing the fair value of the impacted right-of-use asset to the carrying value of the asset as of the impairment measurement date, as required under ASC Topic 360, Property, Plant, and Equipment. The fair value of the right-of-use asset was based on the estimated sublease income for the affected facilities taking into consideration the time it will take to obtain a sublease tenant, the applicable discount rate and the sublease rate which represent Level 3 unobservable inputs. The impairments are presented in general and administrative expenses on the Consolidated Statements of Operations. 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 consolidated financial statements and are therefore not included in the disclosures. The components of lease expense were as follows (in thousands): Years ended December 31, 2021 2020 Operating lease cost $ 31,396 $ 38,421 Short-term lease cost 2,754 1,031 Total lease cost $ 34,150 $ 39,452 Supplemental balance sheet information related to leases was as follows (in thousands): December 31, 2021 December 31, 2020 Operating leases Operating lease right-of-use assets $ 55,617 $ 80,133 Total operating lease right-of-use assets $ 55,617 $ 80,133 Operating lease liability, current $ 27,156 $ 29,634 Operating lease liabilities, noncurrent 53,708 73,628 Total operating lease liabilities $ 80,864 $ 103,262 Supplemental cash flow information related to leases was as follows (in thousands): Years ended December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 27,798 $ 27,402 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 9,850 $ 31,148 Other supplemental operating lease information consists of the following: December 31, 2021 December 31, 2020 Operating leases: Weighted average remaining lease term 3.9 years 4.0 years Weighted average discount rate 3.48 % 3.68 % Maturities of operating lease liabilities as of December 31, 2021 were as follows (in thousands): Operating Leases Fiscal Year: 2022 $ 28,163 2023 21,261 2024 17,046 2025 8,563 2026 5,511 Thereafter 5,405 Total lease payments $ 85,949 Less: Imputed interest (5,085) Present value of operating lease liabilities $ 80,864 Sublease Total sublease income for the years ended December 31, 2021, 2020 and 2019 was $2.0 million, $2.6 million, and $3.5 million, respectively. Total estimated aggregate sublease income to be received in the future is $7.0 million. In 2020, the Company recorded $2.1 million 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 expenses on the Consolidated Statement of Operations. Significant Judgments Discount Rate The majority of the Company’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. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation From time to time, the Company 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 the Company 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 July 8, 2020, Jeffrey Garcia filed a putative class action lawsuit against the Company in the Central District of California (20-cv-06906), alleging violations of federal securities laws. The Company has moved to dismiss the consolidated class action complaint. The court granted the motion to dismiss and the plaintiff has filed an amended complaint. The Company 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 the Company 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 January 20, 2022 the Court approved the settlement (See Note 23 - Subsequent Events). Among other terms of the settlement, no further capital calls will be made in connection with the Company’s investment in OCV Fund I, L.P. On December 11, 2020, Danning Huang filed a lawsuit in the District of Delaware (20-cv-01687-LPS) asserting derivative claims against directors of the Company 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. On January 21, 2022, a stipulation of partial dismissal was filed in the consolidated action following approval of the settlement of the Chancery Court Derivative Action described above, the Company and its directors and officers intend to defend against the remaining claims. The Company 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 the Company’s consolidated financial position, results of operations, or cash flows in a particular period. The Company has not accrued for any material loss contingencies relating to these legal proceedings because materially unfavorable outcomes are not 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 $24.0 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 | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The continuing operations provision for income tax consisted of the following (in thousands): Years Ended December 31, 2021 2020 2019 Current: Federal $ (8,435) $ 15,112 $ 14,227 State (248) 4,300 1,002 Foreign 15,931 18,631 6,045 Total current 7,248 38,043 21,274 Deferred: Federal (17,132) (6,022) (2,004) State (5,044) (67) (3,849) Foreign 729 6,396 (1,661) Total deferred (21,447) 307 (7,514) Total provision $ (14,199) $ 38,350 $ 13,760 A reconciliation of the statutory federal income tax rate with the Company’s continuing operations effective income tax rate is as follows: Years Ended December 31, 2021 2020 2019 Statutory tax rate 21.0 % 21.0 % 21.0 % State income taxes, net (1.3) 1.8 0.8 Foreign rate differential (0.3) 2.8 (0.7) Foreign income inclusion 0.7 5.2 4.4 Foreign tax credit (0.8) (4.3) (4.5) Reserve for uncertain tax positions (2.4) 11.5 9.3 Valuation allowance (1.7) 9.9 0.2 Impact on deferred taxes of enacted tax law and rate changes (0.5) 3.3 (1.3) Tax credits and incentives (1.5) (7.2) (9.2) Mark-to market on investment in Consensus (18.0) — — Return to provision adjustments 0.5 2.4 0.2 Executive compensation 0.7 2.7 5.3 Other (0.4) (0.2) (0.4) Effective tax rates (4.0) % 48.9 % 25.1 % The effective tax rate for continuing operations the year ended December 31, 2021 differs from the federal statutory rate primarily due to a book-tax difference related to the $298.5 million of book income recognized related to the Company’s shares held in Consensus stock. The income is not subject to tax since the Company has the ability to dispose of the investment in a tax-free manner based on guidance and requirements set out by the Internal Revenue Service. Additional reasons the effective tax rate differs from the federal statutory tax rate include the impact of a decrease in the net reserve for uncertain tax positions during 2021 and a reduction in the valuation allowance on deferred tax assets related to realized and unrealized capital losses. The decrease in the reserve for uncertain tax positions is primarily due to the lapse of the statute of limitations for U.S. tax reserves. The reduction in the valuation allowance is primarily due to an increase in unrealized capital gains on investments held by the Company which can provide a source of capital gain income in future years to realize the benefit of the capital losses. The effective tax rate for continuing operations for 2020 differs from the federal statutory rate primarily due to the Company recording a net increase in the reserve for uncertain tax positions during 2020 and recording a valuation allowance for a capital loss recognized due to the sale of assets related to its Voice business unit in Australia and New Zealand and the impairment of certain U.S. investments. The effective tax rate for 2019 differs from the federal statutory rate primarily due to a net increase in the reserve for uncertain tax positions related to prior years and the impacts of the jurisdictional mix of income and disallowance of certain losses and expenses. Deferred tax assets and liabilities result from differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Temporary differences and carryforwards which give rise to deferred tax assets and liabilities from continuing operations are as follows (in thousands): Years Ended December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 28,393 $ 21,134 Tax credit carryforwards 2,801 9,022 Accrued expenses 12,548 17,393 Allowance for bad debt 2,116 3,757 Share-based compensation expense 3,545 5,923 Impairment of investments — 6,714 Deferred revenue 4,331 912 State taxes 3,771 4,948 Other 9,426 11,071 66,931 80,874 Less: valuation allowance (1,812) (8,262) Total deferred tax assets $ 65,119 $ 72,612 Deferred tax liabilities: Basis difference in property and equipment $ (8,337) $ (17,126) Basis difference in intangible assets (117,244) (129,301) Unrealized gains on investments (11,291) — Prepaid insurance (3,121) (2,703) Convertible debt (21,972) (65,192) Other (6,219) (3,403) Total deferred tax liabilities (168,184) (217,725) Net deferred tax liabilities $ (103,065) $ (145,113) The Company had approximately $65.1 million and $72.6 million in deferred tax assets from continuing operations as of December 31, 2021 and 2020, respectively, related primarily to net operating loss carryforwards, basis difference in intangible assets including differences related to intra-entity transfers, tax credit carryforwards and accrued expenses treated differently between its financial statements and its tax returns. Based on the weight of available evidence, the Company assesses whether it is more likely than not that some portion or all of a deferred tax asset will not be realized. If necessary, the Company records a valuation allowance sufficient to reduce the deferred tax asset to the amount that is more likely than not to be realized. The deferred tax assets should be realized through future operating results and the reversal of temporary differences. The Company had a valuation allowance on deferred tax assets from continuing operations of $1.8 million and $8.3 million as of December 31, 2021 and 2020, respectively. The valuation allowance decreased $6.5 million as a result of the release of valuation allowance related to the impairment and sales of investments that would result in a capital loss in the year of sale. The deduction for the capital losses would be limited to other capital gains recognized during the year. A $6.3 million valuation allowance was recorded in 2020 related to these items. During 2021, the Company recognized unrealized capital gains at its investments that provided a sufficient source of future income to be more likely than not to realize the deferred tax assets related to capital losses. As of December 31, 2021, the Company had federal net operating loss carryforwards (“NOLs”) of $37.2 million , after considering substantial restrictions on the utilization of these NOLs due to “ownership changes”, as defined in the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). The Company estimates that all of the above-mentioned federal NOLs will be available for use before their expiration. $36.7 million of NOLs for losses incurred prior to January 1, 2018 expire through the year 2037 and $0.5 million of the NOLs carry forward indefinitely depending on the year the loss was incurred. As of December 31, 2021 and 2020, the Company has interest expense limitation carryovers of $23.3 million and $0, respectively, which last indefinitely. The Company also has federal capital loss limitation carryforwards as of December 31, 2021 and 2020 of $28.7 million and $0, respectively that begin to expire in 2031. In addition, as of December 31, 2021 and 2020, we had available state research and development tax credit carryforwards of $5.1 million and $9.1 million, respectively, which last indefinitely. The Company has no foreign tax credit carryforwards as of December 31, 2021 and 2020. The Company has not provided for deferred taxes on approximately $322.8 million of undistributed earnings from foreign subsidiaries as of December 31, 2021. The Company has not provided for any additional deferred taxes with respect to items such as foreign withholding taxes, state income tax or foreign exchange gain or loss that would be due when cash is actually repatriated to the U.S. because those foreign earnings are considered permanently reinvested in the business or may be remitted substantially free of any additional taxes. Because of the various avenues in which to repatriate the earnings, the determination of the amount of the unrecognized deferred tax liability related to the undistributed earnings if eventually remitted is not practicable. Cash paid for income taxes net of refunds received for continuing operations and discontinued operations was $61.2 million, $45.0 million and $45.9 million for the year ended December 31, 2021, 2020 and 2019, respectively. Certain tax payments are prepaid during the year and included within prepaid expenses and other current assets on the Consolidated Balance Sheet. The Company’s prepaid tax payments were $0.8 million and $3.0 million at December 31, 2021 and 2020, respectively. Income from continuing operations before income taxes included income from domestic operations of $279.7 million , $(2.0) million and $1.4 million for the years ended December 31, 2021, 2020 and 2019, respectively, and income from foreign operations of $71.7 million, $80.4 million and $53.4 million for the years ended December 31, 2021, 2020 and 2019, respectively. Uncertain Income Tax Positions Tax positions are evaluated in a two-step process. The Company first determines whether it is more likely than not that a tax position will be sustained upon examination. If a tax position meets the more-likely-than-not recognition threshold, it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company classifies gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as non-current liabilities in the Consolidated Balance Sheets. As of December 31, 2021, the total amount of unrecognized tax benefits for continuing operations was $39.5 million, of which $35.6 million , if recognized, would affect the Company’s effective tax rate. As of December 31, 2020, the total amount of unrecognized tax benefits for continuing operations was $46.0 million, of which $44.9 million, if recognized, would affect the Company’s effective tax rate. As of December 31, 2019, the total amount of unrecognized tax benefits for continuing operations was $43.7 million, of which $42.7 million, if recognized, would affect the Company’s effective tax rate. The aggregate changes in the balance of unrecognized tax benefits, which excludes interest and penalties, for 2021, 2020 and 2019, is as follows (in thousands): Years Ended December 31, 2021 2020 2019 Beginning balance $ 46,032 $ 43,687 $ 40,842 Increases related to tax positions during a prior year 3,448 3,953 5,285 Decreases related to tax positions taken during a prior year (5,511) (244) — Increases related to tax positions taken in the current year 4,675 4,264 3,991 Settlements — (5,628) (5,831) Decreases related to expiration of statute of limitations (9,117) — (600) Ending balance $ 39,527 $ 46,032 $ 43,687 The Company includes interest and penalties related to unrecognized tax benefits within the provision for income taxes. As of December 31, 2021, 2020 and 2019, the total amount of interest and penalties accrued was $5.7 million, $7.2 million, and $5.0 million, respectively, which is classified as a liability for uncertain tax positions on the Consolidated Balance Sheets. In connection with the liability for unrecognized tax benefits, the Company recognized interest and penalty expense (benefit) in 2021, 2020 and 2019 of $(1.5) million, $2.8 million, and $2.6 million, respectively. Uncertain income tax positions are reasonably possible to significantly change during the next 12 months as a result of completion of income tax audits and expiration of statutes of limitations. At this point it is not possible to provide an estimate of the amount, if any, of significant changes in reserves for uncertain income tax positions as a result of the completion of income tax audits that are reasonably possible to occur in the next 12 months. In addition, the Company cannot currently estimate the amount of, if any, uncertain income tax positions which will be released in the next 12 months as a result of expiration of statutes of limitations due to ongoing audits. As a result of ongoing federal, state and foreign income tax audits (discussed below), it is reasonably possible that the Company’s entire reserve for uncertain income tax positions for the periods under audit will be released. It is also reasonably possible that the Company’s reserves will be inadequate to cover the entire amount of any such income tax liability. 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 has filed a petition with the United States Tax Court on May 24, 2021. As of December 31, 2021, the audits are ongoing. The Company is under audit by the California Franchise Tax Board (“FTB”) for its tax years 2012 and 2013. The FTB, however, has agreed to suspend 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 December 31, 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 December 31, 2021, the audits are ongoing. We conduct business on a global basis and as a result, one or more of our subsidiaries files income tax returns in the U.S. federal and in multiple state, local, and foreign tax jurisdictions. As noted previously, our U.S. federal income tax returns for years 2012 through 2016 are under various stages of audit by the IRS. We are also under audit for various U.S. state and local tax purposes as noted above for our significant jurisdictions. With limited exception, our significant foreign tax jurisdictions are no longer subject to an income tax audit by the various tax authorities for tax years prior to 2014. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 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. Prior to 2018, there were 2,873,920 shares available under the 2012 Program. 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 of 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 years ended December 31, 2021 and December 31, 2020, the Company repurchased 445,711 and 2,490,599 shares, respectively, at an aggregate cost of $47.7 million and $177.8 million, respectively, (including an immaterial amount of commission fees) under the 2020 Program, which were subsequently retired. During January 2022, the Company repurchased 554,289 shares at an aggregate cost of $58.7 million (including an immaterial amount of commission fees) under the 2020 Program (see Note 23 - Subsequent Events). As a result of the Company’s share repurchase programs, the number of shares available for purchase as of December 31, 2021 is 7,063,690 shares of the Company’s common stock. In connection with the Consensus spin-off, the Company called its 3.25% Convertible Notes for redemption and during the year ended December 31, 2021, the Company issued 3,050,850 shares of the Company’s common stock, respectively, in connection with that redemption (see Note 10 - Debt). Periodically, participants in the Company’s stock plans surrender to the Company shares of 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 years ended December 31, 2021, December 31, 2020 and December 31, 2019, the Company purchased and retired 251,946, 111,451 and 71,077 shares, respectively, from plan participants for this purpose. Dividends No dividends were declared in during fiscal years 2021 and 2020. The following is a summary of each dividend declared during fiscal year 2019: Declaration Date Dividend per Common Share Record Date Payment Date February 6, 2019 $ 0.4450 February 25, 2019 March 12, 2019 May 2, 2019 $ 0.4550 May 20, 2019 June 4, 2019 |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Based Compensation | Stock Based Compensation The Company’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 the Company’s 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 the Company’s common stock on the date of grant for incentive stock options and not less than 85% of the fair market value of the Company’s common stock on the date of grant for non-statutory stock options. As of December 31, 2021, 5,439 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 the Company’s 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 the Company’s common stock subject to the option on the date the option is granted. As of December 31, 2021, 435,135 shares underlying options and 360,743 shares of restricted stock units were outstanding under the 2015 Plan. In connection with the Consensus separation and pursuant to the anti-dilution provisions of the 2007 Plan and the 2015 Plan, the number of shares underlying each stock-based award outstanding as of the date of the Separation was multiplied by a factor of approximately 1.09 and the related exercise price for the stock options was divided by a factor of approximately 1.09, which was intended to preserve the intrinsic value of the awards prior to the Separation. Further, the price targets for the Company’s market-based restricted stock awards were reduced by $21.41. These adjustments to the Company’s equity compensation awards did not result in additional compensation expense. Stock based compensation awards that were held by Consensus employees were terminated and replaced with awards issued under the Consensus stock compensation plan (including under the Purchase Plan). Stock-based compensation expense through the Separation date for Consensus employees is included in results from discontinued operations. Stock Options At December 31, 2021, 2020 and 2019, options to purchase 168,614, 175,601 and 163,741 shares of common stock were exercisable under and outside of the 2015 Plan, at weighted average exercise prices of $67.62, $60.35, $45.94, respectively. Stock options generally expire after 10 years and vest over a 5-year period. All stock option grants are approved by “outside directors” within the meaning of Internal Revenue Code Section 162(m). Stock option activity for the years ended December 31, 2021, 2020 and 2019 is summarized as follows: Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (In Years) Aggregate Intrinsic Value Options outstanding at January 1, 2019 707,777 $ 56.84 Granted — — Exercised (189,436) 32.39 Canceled — — Options outstanding at December 31, 2019 518,341 $ 65.77 Granted — — Exercised (42,740) 23.11 Canceled — — Options outstanding at December 31, 2020 475,601 $ 69.61 Granted — — Exercised (70,776) 41.63 Canceled — — Adjustment due to Consensus Separation (1) 35,749 $ 68.25 Options outstanding at December 31, 2021 440,574 $ 68.45 5.93 $18,683,104 Exercisable at December 31, 2021 168,614 $ 67.62 5.81 $7,290,699 Vested and expected to vest at December 31, 2021 440,574 $ 68.45 5.93 $18,683,104 (1) As noted above, in connection with the Consensus separation and pursuant to the anti-dilution provisions of the 2007 Plan and the 2015 Plan, the number of shares underlying each stock option outstanding as of the date of the Separation was multiplied by a factor of approximately 1.09 and the related exercise price for the stock options was divided by a factor of approximately 1.09, which was intended to preserve the intrinsic value of the awards prior to the Separation. The total intrinsic values of options exercised during the years ended December 31, 2021, 2020 and 2019 was $5.8 million, $3.0 million, and $10.4 million, respectively. The total fair value of options vested during the years ended December 31, 2021, 2020 and 2019 was $1.0 million, $1.0 million and $1.0 million, respectively. Cash received from options exercised under all share-based payment arrangements for the years ended December 31, 2021, 2020 and 2019 was $2.9 million, $1.6 million and $5.3 million, respectively. The actual tax benefit realized for the tax deductions from option exercises under the share-based payment arrangements totaled $1.9 million, $0.7 million and $2.4 million, respectively, for the years ended December 31, 2021, 2020 and 2019, respectively. The following table summarizes information concerning outstanding and exercisable options as of December 31, 2021: Options Outstanding Exercisable Options Range of Number Outstanding December 31, 2021 Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Exercisable December 31, 2021 Weighted Average Exercise Price $27.15 5,439 0.17 years $ 27.15 5,439 $ 27.15 68.97 435,135 6.00 years 68.97 163,175 68.97 $27.15 - $68.97 440,574 5.93 years $ 68.45 168,614 $ 67.62 At December 31, 2021, there were 1,709,569 additional shares underlying options, shares of restricted stock and other share-based awards available for grant under the 2015 Plan. As of December 31, 2021, there was $4.8 million of total unrecognized compensation expense related to nonvested share-based compensation options granted under the 2015 Plan. That expense is expected to be recognized ratably over a weighted average period of 4.00 years (i.e., the remaining requisite service period). Fair Value Disclosure The Company 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 12.4%, 13.0% and 13.9% as of December 31, 2021, 2020 and 2019, respectively. Restricted Stock and Restricted Stock Units The Company 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 The Company has awarded certain key employees market-based restricted stock awards pursuant to the 2015 Plan. The market-based awards 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 years ended December 31, 2021, 2020, and 2019 the Company awarded 73,094, 82,112, and 74,051 market-based restricted stock awards, respectively. The per share weighted average grant-date fair values of the market-based restricted stock awards granted during the years ended December 31, 2021, 2020 and 2019 were $94.40, $70.99 and $69.99, respectively. The weighted-average fair values of market-based restricted stock awards granted have been estimated utilizing the following assumptions: December 31, 2021 December 31, 2020 December 31, 2019 Underlying stock price at valuation date $ 113.27 $ 91.17 $ 84.58 Expected volatility 30.3 % 27.0 % 28.3 % Risk-free interest rate 1.3 % 0.7 % 2.5 % Restricted stock award activity for the years ended December 31, 2021, 2020 and 2019 is set forth below: Shares Weighted-Average Nonvested at January 1, 2019 1,207,011 $ 64.82 Granted 187,773 79.00 Vested (172,884) 73.65 Canceled (116,841) 72.58 Nonvested at December 31, 2019 1,105,059 $ 64.76 Granted 1,268 98.63 Vested (264,172) 70.25 Canceled (21,589) 79.34 Nonvested at December 31, 2020 820,566 $ 62.66 Granted — — Vested (435,529) 60.52 Canceled (33,194) 83.23 Adjustment due to Consensus Separation (1) 32,120 74.62 Nonvested at December 31, 2021 383,963 $ 41.45 (1) As noted above, in connection with the Consensus separation and pursuant to the anti-dilution provisions of the 2007 Plan and the 2015 Plan, the number of shares underlying each restricted stock award outstanding as of the date of the Separation was multiplied by a factor of approximately 1.09 and the market condition stock price target for marked-based restricted stock awards was also adjusted. Restricted stock unit activity for the years ended December 31, 2021, 2020 and 2019 is set forth below: Number of Weighted-Average Aggregate Outstanding at January 1, 2019 41,231 Granted 3,844 Vested (12,343) Canceled (11,858) Outstanding at December 31, 2019 20,874 Granted 210,630 Vested (9,029) Canceled (12,691) Outstanding at December 31, 2020 209,784 Granted 319,345 Vested (124,761) Canceled (60,201) Adjustment due to Consensus Separation (1) 16,576 Outstanding at December 31, 2021 360,743 2.71 $ 39,991,969 Vested and expected to vest at December 31, 2021 360,743 2.71 $ 39,991,969 (1) As noted above, in connection with the Consensus separation and pursuant to the anti-dilution provisions of the 2007 Plan and the 2015 Plan, the number of shares underlying each restricted stock unit outstanding as of the date of the Separation was multiplied by a factor of approximately 1.09 and the market condition stock price target for marked-based restricted stock units was also adjusted. As of December 31, 2021, the Company had unrecognized share-based compensation cost of $44.3 million associated with these awards. This cost is expected to be recognized over a weighted-average period of 3.51 for awards and 3.9 for units. The total fair value of restricted stock and restricted stock units vested during the years ended December 31, 2021, 2020 and 2019 was $68.1 million, $18.6 million and $12.7 million, respectively. The actual tax benefit realized for the tax deductions from the vesting of restricted stock awards and units totaled $9.5 million, $2.1 million and $2.4 million, respectively, for the years ended December 31, 2021, 2020 and 2019. Share-based compensation is recognized on dividends paid related to nonvested restricted stock not expected to vest, which amounted to approximately zero, zero and $0.1 million for the years ended December 31, 2021, 2020, and 2019, respectively. 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 the Company’s common stock at certain plan-defined dates. The price of the Company’s 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 the common stock on the beginning or the end of the offering period. On February 2, 2018, the Company approved an amendment to the Company’s Amended and Restated 2001 Employee Stock Purchase Plan, to be effective May 1, 2018, such that (i) the purchase price for each offering period shall be 85% of the lesser of the fair market value of a share of common stock of the Company (a “Share”) on the beginning or the end of the offering period, rather than 95% of the fair market value of a Share at the end of the offering period, and (ii) each offering period will be six months, rather than three months. The Company 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 Purchase Plan. 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%, 11.15% and 5.80% as of December 31, 2021, 2020, and 2019, respectively. The increase in forfeiture rate comes as a result of the Purchase Plan being offered to all employees regardless of employment location. During 2021, 2020 and 2019, 109,248, 118,629 and 66,413 shares, respectively were purchased under the Purchase Plan at price ranging from $72.92 to $97.84 per share during 2021. Cash received upon the issuance of the Company’s common stock under the Purchase Plan was $9.2 million, $7.4 million and $4.5 million for the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, 1,295,691 shares were available under the Purchase Plan for future issuance. The compensation expense related to the Purchase Plan has been estimated utilizing the following assumptions: December 31, 2021 December 31, 2020 December 31, 2019 Risk-free interest rate 0.05% 0.73% 2.31% Expected term (in years) 0.5 0.5 0.5 Dividend yield 0.00% 0.00% 1.02% Expected volatility 35.00% 25.33% 24.63% Weighted average volatility 35.00% 25.33% 24.63% |
Defined Contribution 401(k) Sav
Defined Contribution 401(k) Savings Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Defined Contribution 401(k) Savings Plan | Defined Contribution 401(k) Savings PlanThe Company has several 401(k) Savings Plans that qualify under Section 401(k) of the Internal Revenue Code. Eligible employees may contribute a portion of their salary through payroll deductions, subject to certain limitations. The Company may make annual contributions at its sole discretion to these plans. For the years ended December 31, 2021, 2020 and 2019, the Company made contributions of $4.8 million, $3.3 million, and $3.5 million, respectively, to these 401(k) Savings Plans. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share Reconciliation [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): Years Ended December 31, 2021 2020 2019 Numerator for basic and diluted net income per common share: Net income from continuing operations $ 401,395 $ 28,660 $ 40,893 Net income available to participating securities (1) (326) (120) (379) Net income available to the Company’s common shareholders from continuing operations $ 401,069 $ 28,540 $ 40,514 Denominator: Weighted-average outstanding shares of common stock 45,893,928 46,308,825 47,647,397 Dilutive effect of: Equity incentive plans 311,585 7,537 78,076 Convertible debt (2) 1,657,232 799,247 1,300,211 Common stock and common stock equivalents 47,862,745 47,115,609 49,025,684 Net income per share from continuing operations: Basic $ 8.74 $ 0.62 $ 0.85 Diluted $ 8.38 $ 0.61 $ 0.83 (1) Represents unvested share-based payment awards that contain certain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid). (2) 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 10 - Debt). For the years ended December 31, 2021, 2020 and 2019, 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 | 12 Months Ended |
Dec. 31, 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”). The CODM views the Company as two businesses: Cybersecurity and Martech and Digital Media. In connection with the spin-off of the cloud fax business, the Company revised its reportable segments to reflect how the CODM views the business for making operating and investment decisions and for assessing performance. Prior to the spin-off, the Company had three reportable segments: (i) Fax and Martech; (ii) Voice, Backup, Security, and Consumer Privacy and Protection; and (iii) Digital Media. Following the spin-off, the Company has two reportable segments: (i) Digital Media and (ii) Cybersecurity and Martech. The Company’s Digital Media business is driven primarily by advertising revenues, has relatively higher sales and marketing expense and has seasonal strength in the fourth quarter. The Company’s Cybersecurity and Martech business is driven primarily by subscription revenues with relatively stable and predictable margins from quarter to quarter. The accounting policies of the businesses are the same as those described in Note 2 - Basis of Presentation and Summary of Significant Accounting Policies. 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 continuing operations is as follows (in thousands): Years Ended December 31, 2021 2020 2019 Revenue by reportable segment: Digital Media $ 1,069,300 $ 811,360 $ 710,511 Cybersecurity and Martech 348,611 347,697 340,245 Elimination of inter-segment revenues (1,189) (229) (300) Total segment revenues 1,416,722 1,158,828 1,050,456 Corporate (1) — 1 8 Total revenues 1,416,722 1,158,829 1,050,464 Gross profit by reportable segment: Digital Media 974,546 733,887 617,458 Cybersecurity and Martech 255,042 246,815 245,966 Elimination of inter-segment gross profit (824) (229) (300) Total segment gross profit 1,228,764 980,473 863,124 Corporate (1) (95) (47) 8 Total gross profit 1,228,669 980,426 863,132 Direct costs by reportable segment (2) : Digital Media 757,053 594,807 540,193 Cybersecurity and Martech 225,740 193,883 187,283 Elimination of inter-segment direct costs (824) (229) (300) Total segment direct costs 981,969 788,461 727,176 Corporate (1) 79,360 53,625 47,733 Total direct costs 1,061,329 842,086 774,909 Operating income by reportable segment: Digital Media operating income 217,493 139,080 77,265 Cybersecurity and Martech operating income 29,302 52,932 58,683 Total segment operating income 246,795 192,012 135,948 Corporate (2) (79,455) (53,672) (47,725) Total income from continuing operations $ 167,340 $ 138,340 $ 88,223 (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 Digital Media business and Cybersecurity and Martech 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 Digital Media and Cybersecurity and Martech 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 Cybersecurity and Martech. Accordingly, the following segment information is presented for Digital Media and Cybersecurity and Martech. 2021 2020 Assets: Digital Media $ 2,043,204 $ 2,088,397 Cybersecurity and Martech 1,088,741 905,847 Total assets from reportable segments 3,131,945 2,994,244 Corporate 638,335 103,536 Assets of discontinued operations — 567,551 Total assets $ 3,770,280 $ 3,665,331 2021 2020 2019 Capital expenditures: Digital Media $ 80,877 $ 59,693 $ 48,736 Cybersecurity and Martech 32,863 32,859 21,826 Total from reportable segments 113,740 92,552 70,562 Corporate — — 26 Total capital expenditures $ 113,740 $ 92,552 $ 70,588 Depreciation and amortization: Digital Media $ 193,661 $ 145,321 $ 148,575 Cybersecurity and Martech 64,354 79,758 80,970 Total from reportable segments 258,015 225,079 229,545 Corporate 288 3,658 2,487 Total depreciation and amortization $ 258,303 $ 228,737 $ 232,032 The Company maintains operations in the U.S., Canada, Ireland, the United Kingdom, India 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). Years ended December 31, 2021 2020 2019 Revenues: United States $ 1,187,207 $ 958,833 $ 843,136 Canada 33,227 29,770 30,327 Ireland 37,906 32,403 48,729 All other countries 158,382 137,823 128,272 All foreign countries 229,515 199,996 207,328 Total $ 1,416,722 $ 1,158,829 $ 1,050,464 December 31, December 31, Long-lived assets: United States $ 726,128 $ 865,779 All other countries 63,423 42,738 Total $ 789,551 $ 908,517 |
Supplemental Cash Flows Informa
Supplemental Cash Flows Information | 12 Months Ended |
Dec. 31, 2021 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flows Information | Supplemental Cash Flows InformationCash paid for interest on outstanding debt during the years ended December 31, 2021, 2020 and 2019 was $54.5 million, $106.0 million, and $55.4 million, respectively, which is the primary contributor for total cash paid for interest. Cash paid for income taxes net of refunds received was $61.2 million, $45.0 million, and $45.9 million during the years ended December 31, 2021, 2020 and 2019, respectively. During the years ended December 31, 2021, 2020 and 2019, the Company recorded the tax benefit from the exercise of stock options and restricted stock as a reduction of its income tax liability of $11.3 million, $2.9 million, and $4.8 million, respectively. During the year ended December 31, 2021, in a non-cash transaction, the Company exchanged the senior notes due 2028 provided by Consensus with the lenders under the Credit Agreement and Credit Agreement Amendments by and among the subsidiaries of Ziff Davis party thereto as guarantors, Citicorp North America Inc. and MUFG Union Bank, N.A. and MUFG Union Bank, N.A., as administrative agent for the lenders, in exchange for the extinguishment of the indebtedness outstanding of $485.0 million under the Bridge Loan Facility (see Note 10 - Debt). During the year ended December 31, 2021, the Company issued 3,050,850 shares of the Company’s common stock under the redemption of the 3.25% Convertible Notes at a price of approximately $390.5 million, net of tax (See Note 14 - Stockholder’s Equity), In the first quarter of 2020, in a non-cash transaction of $18.3 million, the Company exchanged shares of redeemable preferred stock that were previously classified as available-for-sale corporate debt securities for a new series of preferred stock, classified as equity securities without a readily determinable fair value (see Note 5 - Investments). |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income The following table summarizes the changes in accumulated balances of other comprehensive loss (income), net of tax, for the years ended December 31, 2021, 2020, and 2019 (in thousands): Unrealized Gains (Losses) on Investments Foreign Currency Translation Total Balance as of January 1, 2019 $ (1,418) $ (44,561) $ (45,979) Other comprehensive income (loss) before reclassifications 1,143 (1,626) (483) Net current period other comprehensive income (loss) 1,143 (1,626) (483) Balance as of December 31, 2019 $ (275) $ (46,187) $ (46,462) Other comprehensive income (loss) before reclassifications 558 (8,902) (8,344) Net current period other comprehensive income (loss) 558 (8,902) (8,344) Balance as of December 31, 2020 $ 283 $ (55,089) $ (54,806) Other comprehensive loss before reclassifications (114) (21,268) (21,382) Consensus separation — 18,966 18,966 Net current period other comprehensive loss (114) (2,302) (2,416) Balance as of December 31, 2021 $ 169 $ (57,391) $ (57,222) The following table provides details about reclassifications out of accumulated other comprehensive loss for the years ended December 31, 2021, 2020, and 2019. Details about Accumulated Other Comprehensive Loss Components Amount Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Statements of Operations For the years ending December 31, 2021 2020 2019 Unrealized loss on available-for-sale investments $ (151) $ 698 $ — Loss on investments, net (151) 698 — Income before income taxes — — — Income tax expense Total reclassifications for the period $ (151) $ 698 $ — Net income |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure | Related Party Transactions Consensus In preparation for and in executing the Separation, the Company incurred approximately $23.3 million (excluding costs associated with the debt exchange noted below) of transaction-related costs, before reimbursement by Consensus. These transaction costs primarily relate to professional fees associated with preparation of regulatory filings and transaction execution and separation activities within finance, tax and legal functions. During the year ended December 31, 2021, Ziff Davis received or expects to receive approximately $11.7 million (excluding the reimbursement of a portion of the debt exchange noted below) from Consensus resulting in net transaction costs of $11.6 million. These net transaction-related costs were recorded in ‘General and administrative expenses’ component of ‘Income (loss) from discontinued operations, net of income taxes’ within the Consolidated Statement of Operations. Consensus also reimbursed Ziff Davis for certain costs associated with the debt exchange in connection with the Separation totaling $7.5 million, which was recorded as an offset to the loss on extinguishment of debt on the Consolidated Statement of Operations. In addition, Consensus paid the Company approximately $8.5 million subsequent to the Separation due to excess cash held at the Separation date net of other related items pursuant to the Separation and Distribution Agreement. In connection with the Separation, Ziff Davis and Consensus entered into several agreements with Consensus that govern the relationship of the parties following the Separation, including a separation and distribution agreement, a transition services agreement, a tax matters agreement, an employee matters agreement, an intellectual property license agreement, and a stockholder and registration rights agreement (the “Agreements”). The transition services agreement governs services including certain information technology services, finance and accounting services and human resource and employee benefit services. The agreed-upon charges for such services are generally intended to allow the providing company to recover all costs and expenses of providing such services and is expected to terminate no later than twelve months following the Separation. During the year ended December 31, 2021, the Company recorded an offset to expense of approximately $2.1 million from Consensus related to the transition services agreement within ‘General and administrative expenses’ within the Consolidated Statements of Operations. Further, the Company assigned its lease of office space in Los Angeles, California to Consensus. Ziff Davis will remain the lessee under this lease and its obligations remain through October 7, 2022, after which time Consensus will take over the lease in full. During the year ended December 31, 2021, the Company recorded an offset to lease expense of approximately $0.5 million related to this lease, however, Consensus paid the landlord directly and not Ziff Davis. Amounts due from Consensus as of December 31, 2021 was $9.3 million, comprised of $2.1 million related to services provided under the transition services agreement and $7.2 million related to reimbursement of certain transaction related costs and other reimbursements, and is included in within ‘Accounts receivable’ within the Consolidated Balance Sheet. OCV On September 25, 2017, the Board of the Company authorized the Company’s entry into a commitment to invest $200 million in the Fund over several years at a fairly ratable rate. The manager, OCV, and general partner of the Fund are entities with respect to which Richard S. Ressler, Chairman of the Board of Directors of the Company, is indirectly the majority equity holder. As a limited partner in the Fund, prior to the settlement of certain litigation generally related to the Company’s investment in the Fund in January 2022, the Company paid 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 will be entitled to a carried interest equal to 20%. The Fund has a six |
Quarterly Results (unaudited)
Quarterly Results (unaudited) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results (unaudited) | Quarterly Results (unaudited) The following tables contain selected unaudited Statements of Operations information for each quarter of 2021 and 2020 (in thousands, except share and per share data). The Company believes that the following information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. Year Ended December 31, 2021 Fourth Quarter Third Quarter Second Quarter First Quarter Revenues $ 408,628 $ 355,145 $ 341,293 $ 311,656 Gross profit 362,910 305,447 292,508 267,804 Net income (loss) from continuing operations 383,612 2,050 (23,046) 38,779 (Loss) income from discontinued operations, net of income taxes (23,106) 40,520 38,762 39,143 Net income $ 360,506 $ 42,570 $ 15,716 $ 77,922 Net income (loss) per common share from continuing operations: Basic $ 8.02 $ 0.04 $ (0.52) $ 0.87 Diluted $ 7.90 $ 0.04 $ (0.52) $ 0.83 Net (loss) income per common share from discontinued operations: Basic $ (0.48) $ 0.87 $ 0.87 $ 0.88 Diluted $ (0.48) $ 0.83 $ 0.81 $ 0.84 Net income per common share: Basic $ 7.54 $ 0.91 $ 0.35 $ 1.75 Diluted $ 7.43 $ 0.88 $ 0.33 $ 1.67 Weighted average shares outstanding: Basic 47,778,545 46,738,073 44,613,533 44,399,149 Diluted 48,514,588 48,582,585 47,528,902 46,731,872 Year Ended December 31, 2020 Fourth Quarter Third Quarter Second Quarter First Quarter Revenues $ 384,055 $ 273,012 $ 250,356 $ 251,406 Gross profit 337,896 230,726 207,201 204,603 Net income from continuing operations 41,962 14,127 1,665 (29,094) Earnings from discontinued operations, net of income taxes 16,126 46,756 36,436 22,690 Net income (loss) $ 58,088 $ 60,883 $ 38,101 $ (6,404) Net income (loss) per common share from continuing operations: Basic $ 0.94 $ 0.30 $ 0.04 $ (0.61) Diluted $ 0.92 $ 0.30 $ 0.04 $ (0.61) Net income per common share from discontinued operations: Basic $ 0.36 $ 1.01 $ 0.77 $ 0.47 Diluted $ 0.35 $ 1.01 $ 0.76 $ 0.46 Net income (loss) per common share: Basic $ 1.30 $ 1.31 $ 0.81 $ (0.13) Diluted $ 1.27 $ 1.31 $ 0.80 $ (0.13) Weighted average shares outstanding: Basic 44,504,222 46,279,515 46,850,944 47,620,774 Diluted 45,642,292 46,309,072 47,437,555 47,620,774 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company completed a purchase of Lifecycle Marketing, acquired January 21, 2022, a UK-based portfolio of pregnancy and parenting brands, including Emma’s Diary and Health Professional Academy. The initial accounting for this acquisition is incomplete due to the timing of available information and purchase accounting information is still being compiled and is not available for disclosure. During January 2022, the Company repurchased an additional $54.6 million in aggregate principal amount of the 4.625% Senior Notes. During January 2022, the Company repurchased 554,289 shares at an aggregate cost of $58.7 million (including an immaterial amount of commission fees) under the 2020 Program. During January 2022, the Court in the Chancery Court Derivative Action approved a settlement of the litigation. Among other terms of the settlement, no further capital calls will be made in connection with the Company’s investment in OCV Fund I, L.P. |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (In thousands) Description Balance at Beginning of Period Additions: Charged to Costs and Expenses Deductions: Write-offs (1) and recoveries Balance at End of Period Year Ended December 31, 2021: Allowance for doubtful accounts $ 11,552 $ 3,107 $ (4,848) $ 9,811 Deferred tax asset valuation allowance $ 8,262 $ 178 $ (6,628) $ 1,812 Year Ended December 31, 2020: Allowance for doubtful accounts $ 8,480 $ 5,315 $ (2,243) $ 11,552 Deferred tax asset valuation allowance $ 563 $ 9,456 $ (1,757) $ 8,262 Year Ended December 31, 2019: Allowance for doubtful accounts $ 6,369 $ 5,884 $ (3,773) $ 8,480 Deferred tax asset valuation allowance $ — $ 595 $ (32) $ 563 ______________________ (1) Represents specific amounts written off that were considered to be uncollectible. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policy) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of ConsolidationThe accompanying consolidated financial statements include the accounts of Ziff Davis and its direct and indirect wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of EstimatesThe preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities 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 allowance 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. |
Discontinued Operations | The accounting requirements for reporting the Company’s cloud fax business as a discontinued operation were met when the Separation was completed. Accordingly, the consolidated financial statements reflect the results of the cloud fax business as a discontinued operation for all periods presented. Ziff Davis did not retain a controlling interest in Consensus. The Retained Consensus Shares are equity securities for which the Company elected the fair value option and subsequent fair value changes in the Retained Consensus Shares are included in the assets of and results from continuing operations as of and for the year ended December 31, 2021 (see Note 6 - Discontinued Operations and Dispositions). |
Allowances for Doubtful Accounts | Allowances for Doubtful AccountsThe Company 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 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 The Company 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 and 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. The Company 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. The Company 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. Cybersecurity and Martech The Company’s Cybersecurity and Martech revenues substantially consist of 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 its numerous proprietary Cybersecurity and Martech solutions, the Company also generates revenues by reselling various third-party solutions, primarily through its email security line of business. These third-party solutions, along with the Company’s proprietary products, allow it to offer customers a variety of solutions to better meet the customer’s 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. 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 Cybersecurity and Martech business upon delivery of services to its customers. Payment terms vary by type and location of our customers and the services offered. The time 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 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 and Licensing • 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 Cybersecurity and Martech 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 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 (included in discontinued operations through October 7, 2021) • Voice, email marketing and search engine optimization as services are delivered • Consumer privacy services and data backup capabilities are provided • Security solutions, including email and endpoint 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. |
Fair Value Measurements | Fair Value Measurements The Company complies with the provisions of Financial Accounting Standards Board (“FASB”) ASC Topic No. 820, Fair Value Measurements and Disclosures (“ASC 820”), in measuring fair value and in disclosing fair value measurements. ASC 820 provides a framework for measuring fair value and expands the disclosures required for fair value measurements of financial and non-financial assets and liabilities. The carrying values of cash and cash equivalents, accounts receivable, interest receivable, accounts payable, accrued expenses, interest payable, customer deposits and long-term debt are reflected in the financial statements at cost. With the exception of certain investments and long-term debt, cost approximates fair value due to the short-term nature of such instruments. The fair value of the Company’s outstanding debt was determined using the quoted market prices of debt instruments with similar terms and maturities when available. As of the same dates, the carrying value of other long-term liabilities approximated fair value as the related interest rates approximate rates currently available to the Company. |
Cash and Cash Equivalents | Cash and Cash EquivalentsThe Company considers cash equivalents to be only those investments that are highly liquid, readily convertible to cash and with maturities of three months or less at the purchase date. |
Investments | Investments The Company accounts for its investments in debt securities in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic No. 320, Investments - Debt Securities (“ASC 320”). The Company’s 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 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 is 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). Investments classified as short-term are available to be converted into cash to fund current operations. The Retained Consensus Shares are equity securities accounted for at fair value under the fair value option, and the related fair value gains and losses are recognized in earnings. As the initial carrying value of the Retained Consensus Shares was negative immediately following the Separation, the Company elected the fair value option under ASC 825-10-25 to support the initial recognition of the Retained Consensus Shares at fair value and the negative book value of $69.3 million was recorded as a gain on the Consolidated Statement of Operations. The fair value of Consensus common stock is readily available as Consensus is a publicly traded company. |
Variable Interest Entities (“VIE”) | Variable Interest Entities (“VIE”s) 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 obligations 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. The Company 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 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. |
Debt Issuance Costs and Debt Discount | Debt Issuance Costs and Debt DiscountThe Company capitalizes costs incurred with borrowing and issuance of debt securities and records debt issuance costs and discounts as a reduction to the debt amount. These costs and discounts are amortized and included in interest expense over the life of the borrowing using the effective interest method. |
Concentration of Credit Risk | Concentration of Credit RiskAll of the Company’s cash, cash equivalents and marketable securities are invested at major financial institutions primarily within the United States, Canada, United Kingdom and Ireland. These institutions are required to invest the Company’s cash in accordance with the Company’s investment policy with the principal objectives being preservation of capital, fulfillment of liquidity needs and above market returns commensurate with preservation of capital. The Company’s investment policy also requires that investments in marketable securities be in only highly rated instruments, with limitations on investing in securities of any single issuer. However, these investments are not insured against the possibility of a total or near complete loss of earnings or principal and are inherently subject to the credit risk related to the continued credit worthiness of the underlying issuer and general credit market risks. |
Foreign Currency | Foreign CurrencyMost of the Company’s foreign subsidiaries use the local currency of their respective countries as their functional currency. Assets and liabilities are translated at exchange rates prevailing at the balance sheet dates. Revenues and expenses are translated into U.S. Dollars at average exchange rates for the period. Gains and losses resulting from translation are recorded as a component of accumulated other comprehensive income/(loss). |
Property and Equipment | Property and EquipmentProperty and equipment are stated at cost. Equipment under a finance lease is stated at the present value of the minimum lease payments. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets and is recorded in cost of revenues and general and administrative expenses on the Consolidated Statements of Operations. The estimated useful lives of property and equipment range from one one |
Impairment or Disposal of Long-Lived and Intangible Assets | Impairment or Disposal of Long-Lived and Intangible Assets The Company 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. The Company assesses the impairment of identifiable definite-lived intangibles and long-lived assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors it considers important which could individually or in combination trigger an impairment include the following: • Significant underperformance relative to expected historical or projected future operating results; • Significant changes in the manner of our use of the acquired assets or the strategy for the Company’s overall business; • Significant negative industry or economic trends; • Significant decline in the Company’s stock price for a sustained period; and • The Company’s market capitalization relative to net book value. If the Company determined that the carrying value of definite-lived intangibles and long-lived assets may not be recoverable based upon the existence of one or more of the above indicators of impairment, it would record an impairment equal to the excess of the carrying amount of the asset over its estimated fair value. The Company assessed whether events or changes in circumstances have occurred that potentially indicate the carrying amount of definite-lived assets may not be recoverable. In the year ended December 31, 2021 and 2020, the Company recorded impairments of certain operating right-of-use assets and associated property and equipment (see Note 11 - Leases). No impairment was recorded in fiscal year 2019. |
Business Combinations and Valuation of Goodwill and Intangible Assets | Business Combinations and Valuation of Goodwill and Intangible AssetsThe Company 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, future revenue growth rates, gross and operating margins, customer attrition rates, royalty rates, discount rates and terminal growth rate assumptions. The Company 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 one |
Contingent Consideration | Contingent Consideration Certain of the Company’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 Consolidated Balance Sheets. The Company 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. The Company measures its 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 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 our 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. The Company 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 amounts. Changes in the estimated fair value of its contingent earn-out liabilities and adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in general and administrative expenses on the Consolidated Statements of Operations. |
Self-Insurance Program | Self-Insurance ProgramThe Company provides health and dental insurance plans to certain of its employees through a self-insurance structure. The Company has secured reinsurance in the form of a two tiered stop-loss coverage that limits the exposure arising from any claims made. Self-insurance claims filed and claims incurred but not reported are accrued based on management’s estimate of the discounted ultimate costs for self-insured claims incurred using actuarial assumptions followed in the insurance industry and historical experience. Although management believes it has the ability to reasonably estimate losses related to claims, it is possible that actual results could differ from recorded self-insurance liabilities. |
Income Taxes | Income Taxes The Company’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. The Company 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. The Company 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. The Company accounts for income taxes in accordance with FASB ASC Topic No. 740, Income Taxes (“ASC 740”), which requires that deferred tax assets and liabilities are 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, the Company 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. The Company recognized accrued interest and penalties related to uncertain income tax positions in income tax expense on its Consolidated Statements of Operations. |
Share-Based Compensation | Share-Based CompensationThe Company 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, the Company 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, the Company 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. |
Earnings Per Common Share (“EPS”) | Earnings Per Common Share (“EPS”) EPS is calculated pursuant to the two-class method as defined in ASC Topic No. 260, Earnings per Share (“ASC 260”), which specifies that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends or dividend equivalents are considered participating securities and should be included in the computation of EPS pursuant to the two-class method. Basic EPS is calculated by dividing net distributed and undistributed earnings allocated to common shareholders, excluding participating securities, by the weighted-average number of common shares outstanding. The Company’s participating securities consist of its unvested share-based payment awards that contain rights to nonforfeitable dividends or dividend equivalents. Diluted EPS includes the determinants of basic EPS and, in addition, reflects the impact of other potentially dilutive shares outstanding during the period. The dilutive effect of participating securities is calculated under the more dilutive of either the treasury method or the two-class method. |
Research, Development and Engineering | Research, Development and EngineeringResearch, development and engineering costs are expensed as incurred. Costs for software development incurred subsequent to establishing technological feasibility, in the form of a working model, are capitalized and amortized over their estimated useful lives. |
Segment Reporting | Segment Reporting FASB ASC Topic No. 280, Segment Reporting (“ASC 280”), establishes standards for the way that public business enterprises report information about operating segments in their annual consolidated financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. ASC 280 also establishes standards for related disclosures about products and services, geographic areas and major customers. The Company’s business segments are based on the organization structure used by the chief operating decision maker for making operating and investment decisions and for assessing performance. In the fourth quarter of 2021, the Company changed its segment reporting as a result of the spin-off of its cloud fax business. The Company has two reportable segments: (i) Digital Media and (ii) Cybersecurity and Martech. While this reporting change did not impact the Company's consolidated results, segment data has been recast to be consistent for all periods presented. For additional information, see Note 18 - Segment Information. |
Advertising Costs | Advertising CostsAdvertising costs are expensed as incurred. |
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 material 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 does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements. In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements. The amendments in this ASU improve the consistency of the codification and reorganize the guidance into appropriate sections providing less opportunities for disclosures to be missed. The amendments in this update do not change GAAP and are not expected to result in a significant change in practice. The amendments in this ASU are effective for fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company adopted this ASU in the first quarter of 2021 and has identified no effect on its financial statements or disclosures. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848). The amendments in this ASU clarify the scope of ASC 848 to include derivatives that are affected by a change in the interest rate used for discounting, margining, or contract price alignment that do not also reference LIBOR or another reference rate that is expected to be discontinued as a result of reference rate reform. Similar to ASU 2020-04, the guidance is effective for all entities immediately upon issuance on January 7, 2021. The Company adopted this ASU in the first quarter of 2021 and has identified no effect on its financial statements or disclosures. |
Reclassifications | ReclassificationsCertain prior year reported amounts have been reclassified to conform with the 2021 presentation. |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Revenues from external customers classified by revenue source are as follows (in thousands). See Note 18 - Segment Information for additional information. Years ended December 31, Digital Media 2021 2020 2019 Advertising (1) $ 838,075 $ 627,198 $ 531,191 Subscription and licensing (1) 197,354 166,219 164,052 Other (1) 33,871 17,943 15,268 Total Digital Media revenues $ 1,069,300 $ 811,360 $ 710,511 Cybersecurity and Martech Subscription and licensing $ 348,611 $ 347,697 $ 340,245 Other — — — Total Cybersecurity and Martech revenues $ 348,611 $ 347,697 $ 340,245 Corporate $ — $ 1 $ 8 Elimination of inter-segment revenues (1,189) (229) (300) Total Revenues $ 1,416,722 $ 1,158,829 $ 1,050,464 Timing of revenue recognition Point in time $ 42,276 $ 27,685 $ 32,983 Over time 1,374,446 1,131,144 1,017,481 Total $ 1,416,722 $ 1,158,829 $ 1,050,464 (1) The Company reclassified approximately $11.0 million and $15.5 million of revenue during the years ended December 31, 2020, and 2019, respectively, from ‘Subscription and licensing’ to ‘Advertising’ and reclassified approximately $9.5 million and $6.0 million of revenue during the years ended December 31, 2020, and 2019, respectively, from “Subscription and licensing’ to ‘Other’ to conform with current period presentation. These reclassifications were made in order to separate games publishing revenue from traditional advertising revenue and to move job posting related revenue from subscriptions to advertising. |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Allocation of Aggregate Purchase Consideration | The following table summarizes the allocation of the purchase consideration for all 2021 acquisitions, including individually material acquisitions noted separately (in thousands): Assets and Liabilities Valuation Accounts receivable $ 9,513 Prepaid expenses and other current assets 1,655 Property and equipment 2,188 Operating lease right-of-use assets, noncurrent 5,888 Trade names 16,349 Customer relationship 21,945 Goodwill 97,032 Other intangibles 38,894 Other long-term assets 62 Deferred tax asset 230 Accounts payable and accrued expenses (5,863) Deferred revenue (9,491) Operating lease liabilities, current (7,191) Other current liabilities (14) Deferred tax liability (9,237) Other long-term liabilities (1,511) Total $ 160,449 The following table summarizes the allocation of the purchase consideration for the SEOmoz acquisition (in thousands): Assets and Liabilities Valuation Accounts receivable $ 3,278 Prepaid expenses and other current assets 1,547 Property and equipment 1,845 Operating lease right of use asset 5,888 Trade names 7,406 Customer relationships 5,000 Goodwill 41,329 Other intangibles 22,777 Other long-term assets 62 Accounts payables and accrued expenses (2,655) Other current liabilities (14) Deferred revenue (6,398) Operating lease liabilities, current (7,191) Deferred tax liability (5,327) Other long-term liabilities (550) Total $ 66,997 The following table summarizes the allocation of the purchase consideration for all 2020 acquisitions, including individually material acquisitions noted separately (in thousands): Assets and Liabilities Valuation Accounts receivable $ 46,138 Prepaid expenses and other current assets 9,105 Property and equipment 2,204 Operating lease right of use asset 10,644 Trade names 66,763 Customer relationships 214,347 Goodwill 202,901 Other intangibles 56,424 Other long-term assets 685 Deferred tax asset 992 Accounts payables and accrued expenses (28,979) Deferred revenue (21,918) Operating lease liabilities, current (4,520) Long-term debt (910) Operating lease liabilities, noncurrent (13,104) Income taxes payable (3,297) Liability for uncertain tax positions (1,576) Deferred tax liability (53,870) Other long-term liabilities (9,269) Total $ 472,760 The following table summarizes the allocation of the purchase consideration for the RetailMeNot, Inc. acquisition (in thousands): Assets and Liabilities Valuation Accounts receivable $ 40,525 Prepaid expenses and other current assets 7,367 Property and equipment 587 Operating lease right of use asset 10,313 Trade names 62,940 Customer relationships 198,840 Goodwill 169,581 Other intangibles 42,610 Other long-term assets 494 Deferred tax asset 605 Accounts payables and accrued expenses (24,526) Deferred revenue (11,175) Operating lease liabilities, current (4,029) Operating lease liabilities, noncurrent (13,085) Income taxes payable (3,308) Liability for uncertain tax positions (1,576) Deferred tax liability (52,504) Other long-term liabilities (9,275) Total $ 414,384 The following table summarizes the allocation of the purchase consideration for all 2019 acquisitions, including individually material acquisitions noted separately (in thousands): Assets and Liabilities Valuation Accounts receivable $ 22,796 Prepaid expenses and other current assets 4,528 Property and equipment 4,625 Operating lease right of use asset 4,982 Trade names 10,773 Customer relationships 123,611 Goodwill 253,096 Trademarks 32,540 Other intangibles 48,446 Other long-term assets 660 Accounts payables and accrued expenses (31,292) Other current liabilities (516) Deferred revenue (27,953) Operating lease liabilities, current (1,768) Operating lease liabilities, noncurrent (3,215) Income taxes payable (762) Liability for uncertain tax positions (170) Deferred tax liability (10,229) Other long-term liabilities (635) Total $ 429,517 The following table summarizes the allocation of the purchase consideration for the Highwinds acquisition (in thousands): Assets and Liabilities Valuation Accounts receivable $ 900 Prepaid expenses and other current assets 38 Property and equipment 307 Customer relationships 55,260 Other intangibles 13,110 Trademarks 24,740 Acquired technology 6,678 Other long-term assets 16 Goodwill 164,102 Accounts payable and accrued expenses (19,506) Deferred revenue (18,321) Liability for uncertain tax positions (170) Deferred tax liability (17,552) Total $ 209,602 The following table summarizes the allocation of the purchase consideration for the BabyCenter acquisition (in thousands): Assets and Liabilities Valuation Accounts receivable $ 10,336 Prepaid expenses and other current assets 2,302 Property and equipment 262 Operating lease right-of-use assets, noncurrent 821 Customer relationships 14,500 Other intangibles 10,800 Trademarks 7,800 Other long-term assets 110 Goodwill 34,644 Accounts payable and accrued expenses (8,627) Income taxes payable (61) Deferred revenue (544) Operating lease liabilities, current (511) Operating lease liabilities, noncurrent (310) Total $ 71,522 The following table summarizes the allocation of the purchase consideration for the Spiceworks acquisition (in thousands): Assets and Liabilities Valuation Accounts receivable $ 10,406 Prepaid expenses and other current assets 1,986 Property and equipment 2,388 Operating lease right-of-use assets, noncurrent 4,161 Trade names 5,200 Customer relationships 27,200 Other intangibles 2,600 Non-competition agreements 680 Acquired technology 2,700 Deferred tax asset 8,752 Other long-term assets 504 Goodwill 4,149 Accounts payable and accrued expenses (2,214) Income taxes payable (164) Deferred revenue (3,344) Operating lease liabilities, current (1,256) Operating lease liabilities, noncurrent (2,905) Total $ 60,843 |
Supplementary Information on Unaudited Pro Forma Financial Basis | The supplemental information on an unaudited pro forma financial basis presents the combined results of the Company and its 2021 acquisitions as if each acquisition had occurred on January 1, 2020 (in thousands, except per share amounts): Year ended December 31, 2021 2020 (unaudited) Revenues $ 1,482,323 $ 1,267,280 Net income from continuing operations $ 416,348 $ 33,351 EPS - Basic $ 9.06 $ 0.72 EPS - Diluted $ 8.69 $ 0.71 The supplemental information on an unaudited pro forma financial basis presents the combined results of the Company and SEOmoz as if the acquisition had occurred on January 1, 2020 (in thousands, except per share amounts): Year ended December 31, 2021 2020 (unaudited) Revenues $ 1,438,099 $ 1,207,910 Net income from continuing operations $ 406,281 $ 29,382 EPS - Basic $ 8.84 $ 0.63 EPS - Diluted $ 8.48 $ 0.62 The supplemental information on an unaudited pro forma financial basis presents the combined results of the Company and its 2020 acquisitions as if each acquisition had occurred on January 1, 2019 (in thousands, except per share amounts): Year ended December 31, 2020 2019 (unaudited) Revenues $ 1,339,927 $ 1,306,479 Net income from continuing operations $ 21,450 $ 11,773 EPS - Basic $ 0.46 $ 0.24 EPS - Diluted $ 0.45 $ 0.23 Year ended December 31, 2020 2019 (unaudited) Revenues $ 1,308,731 $ 1,267,847 Net income from continuing operations $ 23,395 $ 22,117 EPS - Basic $ 0.50 $ 0.46 EPS - Diluted $ 0.49 $ 0.44 The supplemental information on an unaudited pro forma financial basis presents the combined results of the Company and its 2019 acquisitions as if each acquisition had occurred on January 1, 2019 (in thousands, except per share amounts): Year ended December 31, 2019 (unaudited) Revenues $ 1,152,542 Net income from continuing operations $ 35,203 EPS - Basic $ 0.73 EPS - Diluted $ 0.71 The supplemental information on an unaudited pro forma financial basis presents the combined results of the Company and Highwinds as if the acquisition had occurred on January 1, 2019 (in thousands, except per share amounts): Year ended December 31, 2019 (unaudited) Revenues $ 1,072,047 Net income from continuing operations $ 43,345 EPS - Basic $ 0.90 EPS - Diluted $ 0.88 The supplemental information on an unaudited pro forma financial basis presents the combined results of the Company and BabyCenter as if the acquisition had occurred on January 1, 2019 (in thousands, except per share amounts): Year ended December 31, 2019 (unaudited) Revenues $ 1,080,644 Net income from continuing operations $ 35,953 EPS - Basic $ 0.75 EPS - Diluted $ 0.73 The supplemental information on an unaudited pro forma financial basis presents the combined results of the Company and Spiceworks as if the acquisition had occurred on January 1, 2019 (in thousands, except per share amounts): Year ended December 31, 2019 (unaudited) Revenues $ 1,089,648 Net income from continuing operations $ 36,711 EPS - Basic $ 0.76 EPS - Diluted $ 0.74 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 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). These equity securities are included within ‘Long-term investments’ in the Consolidated Balance Sheets. Cost Impairment Adjustments Reported Amount December 31, 2021 Equity securities $ 17,156 $ (16,677) $ (479) $ — Total $ 17,156 $ (16,677) $ (479) $ — December 31, 2020 Equity securities $ 50,384 $ (19,605) $ (479) $ 30,300 Total $ 50,384 $ (19,605) $ (479) $ 30,300 |
Unrealized Gain (Loss) on Investments | The following table summarizes the gross unrealized gains and losses and fair values for short-term investments accounted for at fair value under the fair value option, with the unrealized gains and losses reported within earnings on the Statement of Operations (in thousands): Initial Book Value Gross Gross Fair December 31, 2021 Investment in Consensus (equity securities) $ (69,290) $ 298,490 $ — $ 229,200 Total $ (69,290) $ 298,490 $ — $ 229,200 |
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 (in thousands): Amortized Gross Gross Fair 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 the Company’s corporate debt securities designated as available-for-sale, classified by the contractual maturity date of the security (in thousands): December 31, 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 |
Fair Value of Available-for-sale Investments in Unrealized Loss Position | There were no investments in an unrealized loss position as of December 31, 2021 or December 31, 2020. |
Carrying Amount for Equity Method Investment | The following table discloses the carrying amount for the Company’s equity method investment (in thousands). These equity securities are included within ‘Long-term investments’ in the Consolidated Balance Sheets. December 31, 2021 December 31, 2020 Equity securities $ 122,593 $ 67,195 Maximum exposure to loss $ 122,593 $ 67,195 |
Discontinued Operations and D_2
Discontinued Operations and Disposal Groups (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | The key components of cash flows from discontinued operations were as follows (in thousands): Years ended December 31, 2021 2020 2019 Capital expenditures $ 15,252 $ 16,237 $ 6,996 Depreciation and amortization $ 9,010 $ 11,759 $ 10,270 Loss on debt extinguishment $ 8,750 $ 37,969 $ — Amortization of financing costs and discounts $ — $ 1,171 $ 1,428 Foreign currency remeasurement gain $ — $ 31,537 $ — Deferred taxes $ 8,015 $ 5,534 $ (55,931) The key components of income from discontinued operations were as follows (in thousands). The Company made an accounting policy election not to allocate interest to discontinued operations. Interest expense included in discontinued operations relates to the 6.0% Senior Notes issued by J2 Cloud Services, LLC and the Bridge Loan Facility, which was required to be repaid as part of the Separation. Years ended December 31, 2021 2020 2019 Revenues $ 270,248 $ 330,764 $ 321,590 Cost of revenues (44,306) (53,379) (49,991) Sales and marketing (40,980) (47,116) (51,522) Research, development and engineering (5,814) (7,146) (9,745) General and administrative (39,279) (26,852) (21,475) Interest expense and other (13,856) (44,220) (44,080) Income before income taxes 126,013 152,051 144,777 Income tax expense (benefit) 30,694 30,043 (33,136) Income from discontinued operations, net of income taxes $ 95,319 $ 122,008 $ 177,913 The following table summarizes the Balance Sheet as of December 31, 2020 (in thousands): December 31, ASSETS Cash and cash equivalents $ 66,210 Accounts receivable, net 16,071 Prepaid expenses and other current assets 1,748 Total current assets, discontinued operations 84,029 Property and equipment, net 25,053 Operating lease right-of-use assets 25,711 Trade names, net 29,350 Customer relationships, net 13,678 Goodwill 342,430 Other purchased intangibles, net 1,681 Deferred income taxes, noncurrent 44,350 Other non-current assets 1,269 Total assets, discontinued operations $ 567,551 LIABILITIES Trade accounts payable and accrued expenses $ 32,795 Income taxes payable, current 1,307 Deferred revenue, current 24,512 Operating lease liabilities, current 2,578 Total current liabilities, discontinued operations 61,192 Deferred revenue, noncurrent 240 Operating lease liabilities, noncurrent 25,549 Liability for uncertain tax positions 3,993 Deferred income taxes, noncurrent 5,392 Other long-term liabilities 3,063 Total liabilities, discontinued operations $ 99,429 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2021. Valuation Technique Unobservable Input Range Weighted Average Contingent Consideration Option-Based Model Risk free rate 1.9% - 2.2% 2.0 % Debt spread 0.0% - 74.7% 13.6 % Probabilities 10.0% - 100.0% 80.5 % Present value factor 2.2% - 26.9% 19.0 % Discount rate 27.3% - 38.0% 30.7 % |
Fair Values of Financial Instruments Measured On Recurring Basis | 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): December 31, 2021 Level 1 Level 2 Level 3 Fair Value Carrying Value Assets: Cash equivalents: Money market and other funds $ 144,255 $ — $ — $ 144,255 $ 144,255 Investment in Consensus 229,200 — — 229,200 229,200 Total assets measured at fair value $ 373,455 $ — $ — $ 373,455 $ 373,455 Liabilities: Contingent consideration $ — $ — $ 5,775 $ 5,775 $ 5,775 Long-term debt 1,345,311 — — 1,345,311 1,090,627 Total liabilities measured at fair value $ 1,345,311 $ — $ 5,775 $ 1,351,086 $ 1,096,402 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 $ — $ — $ 5,022 $ 5,022 $ 5,022 Long-term debt 1,960,527 — — 1,960,527 1,579,021 Total liabilities measured at fair value $ 1,960,527 $ — $ 5,022 $ 1,965,549 $ 1,584,043 |
Reconciliation of Level 3 Financial Liabilities Measured on Recurring Basis | The following tables 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 Income Balance as of January 1, 2020 $ 37,887 Contingent consideration 4,860 Total fair value adjustments reported in earnings (80) General and administrative Contingent consideration payments (37,645) Not Applicable Balance as of December 31, 2020 $ 5,022 Contingent consideration 4,713 Total fair value adjustments reported in earnings (1,910) General and administrative Contingent consideration payments (2,050) Not Applicable Balance as of December 31, 2021 $ 5,775 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment, stated at cost, at December 31, 2021 and 2020 consisted of the following (in thousands): 2021 2020 Computers and related equipment $ 343,101 $ 317,013 Furniture and equipment 934 2,574 Leasehold improvements 8,287 6,329 352,322 325,916 Less: Accumulated depreciation and amortization (191,113) (194,392) Total property and equipment, net $ 161,209 $ 131,524 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes In Carrying Amounts Of Goodwill | The changes in carrying amounts of goodwill for the years ended December 31, 2021 and 2020 are as follows (in thousands): Digital Media Cybersecurity and Martech Consolidated Balance as of January 1, 2020 $ 755,161 $ 557,940 $ 1,313,101 Goodwill acquired (Note 4) 177,951 24,950 202,901 Goodwill removed due to sale of businesses (2) — (4,751) (4,751) Purchase accounting adjustments (1) 9,721 (2,130) 7,591 Foreign exchange translation 101 6,057 6,158 Balance as of December 31, 2020 $ 942,934 $ 582,066 $ 1,525,000 Goodwill acquired (Note 4) 55,704 41,328 97,032 Goodwill removed due to sale of businesses (3) — (50,277) (50,277) Goodwill impairment (4) — (32,629) (32,629) Purchase accounting adjustments (1) (1,437) 505 (932) Foreign exchange translation (542) (6,197) (6,739) Balance as of December 31, 2021 $ 996,659 $ 534,796 $ 1,531,455 (1) Purchase accounting adjustments relate to measurement period adjustments to goodwill in connection with prior business acquisitions (see Note 4 - Business Acquisitions). (2) On August 31, 2020, in a cash transaction, the Company sold certain of its Voice assets in Australia and New Zealand which resulted in $4.8 million of goodwill being written off (see Note 6 - Discontinued Operations and Dispositions). (3) 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 and on September 17, 2021, the Company sold certain of its B2B Backup assets which resulted in $49.0 million of goodwill being removed in connection with the sale (see Note 6 - Discontinued Operations and Dispositions). (4) During the year ended December 31, 2021, the Company had an impairment to goodwill of $32.6 million in connection with certain B2B Backup assets The following table presents the gross carrying amount of goodwill and accumulated impairment charges as of December 31, 2021, and 2020. December 31, 2021 December 31, 2020 Gross Carrying Amount Accumulated Impairment Charges Net Book Value Gross Carrying Amount Accumulated Impairment Charges Net Book Value Cybersecurity and Martech $ 567,425 $ 32,629 $ 534,796 $ 582,066 $ — $ 582,066 Digital Media 996,659 — 996,659 942,934 — 942,934 Total Goodwill $ 1,564,084 $ 32,629 $ 1,531,455 $ 1,525,000 $ — $ 1,525,000 |
Intangible Assets Subject to Amortization | Intangible Assets Subject to Amortization: As of December 31, 2021, intangible assets subject to amortization relate primarily to the following (in thousands): Weighted-Average Amortization Period Historical Accumulated Net Trade names 9.7 years $ 250,418 $ 102,657 $ 147,761 Customer relationships (1) 8.1 years 673,847 398,396 275,451 Other purchased intangibles 9.3 years 467,028 317,515 149,513 Total $ 1,391,293 $ 818,568 $ 572,725 (1) Historically, the Company has amortized its customer relationship assets in a pattern that best reflects the pace at which the assets’ 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 Historical Accumulated Net Trade names 10.0 years $ 247,189 $ 88,636 $ 158,553 Customer relationships (1) 8.0 years 746,330 382,815 363,515 Other purchased intangibles 9.7 years 503,195 328,403 174,792 Total $ 1,496,714 $ 799,854 $ 696,860 (1) Historically, the Company has amortized its customer relationship assets in a pattern that best reflects the pace at which the assets’ 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. |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class | During the year ended December 31, 2021, the Company acquired SEOmoz (see Note 4 - Business Acquisitions). The identified intangible assets were recognized as part of the acquisition and their respective estimated weighted average amortizations were as follows (in thousands): Weighted-Average Amortization Period Fair Value Trade names 5.0 years $ 7,406 Customer relationships 5.2 years 5,000 Other purchased intangibles 5.0 years 22,777 Total $ 35,183 During the year ended December 31, 2021, the Company completed other acquisitions which were individually immaterial. The identified intangible assets were recognized as part of all 2021 acquisitions and their respective estimated weighted average amortizations were as follows (in thousands): Weighted-Average Amortization Period Fair Value Trade names 3.7 years $ 8,943 Customer relationships 6.8 years 16,945 Other purchased intangibles 3.6 years 16,117 Total $ 42,005 |
Expected Amortization Expenses for Intangible Assets Subject To Amortization | Expected amortization expenses for intangible assets subject to amortization at December 31, 2021 are as follows (in thousands): Fiscal Year: 2022 $ 148,268 2023 126,458 2024 82,499 2025 81,285 2026 65,253 Thereafter 68,962 Total expected amortization expense $ 572,725 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt | Long-term debt as of December 31, 2021 and 2020 consists of the following (in thousands): 2021 2020 4.625% Senior Notes $ 641,276 $ 750,000 Convertible Notes: 3.25% Convertible Notes — 402,414 1.75% Convertible Notes 550,000 550,000 Total Notes 1,191,276 1,702,414 Paycheck Protection Program Loan — 910 Less: Unamortized discount (91,593) (112,798) Deferred issuance costs (9,056) (11,505) Total debt 1,090,627 1,579,021 Less: current portion (54,609) (396,801) Total long-term debt, less current portion $ 1,036,018 $ 1,182,220 |
Future Principal Payments for Debt | At December 31, 2021, future principal payments for debt are as follows (in thousands): Years Ended December 31, 2022 $ 54,609 2023 — 2024 — 2025 — 2026 — Thereafter 1,136,667 $ 1,191,276 |
Additional Information Related to Senior Notes | The following table provides additional information on the 4.625% Senior Notes (in thousands): 2021 Principal amount of 4.625% Senior Notes $ 641,276 Less: Unamortized discount (4,259) Less: Debt issuance costs (1,339) Net carrying amount of 4.625% Senior Notes $ 635,678 |
Additional Information Related to Convertible Notes | The following table provides additional information related to the 3.25% Convertible Notes (in thousands): 2021 2020 Additional paid-in capital $ — $ 37,688 Principal amount of 3.25% Convertible Notes $ — $ 402,414 Less: Unamortized discount of the liability component — (4,644) Less: Carrying amount of debt issuance costs — (855) Net carrying amount of 3.25% Convertible Notes $ — $ 396,915 The following table provides additional information related to the 1.75% Convertible Notes (in thousands): 2021 2020 Additional paid-in capital $ 88,138 $ 88,138 Principal amount of 1.75% Convertible Notes $ 550,000 $ 550,000 Less: Unamortized discount of the liability component (87,334) (102,631) Less: Carrying amount of debt issuance costs (7,717) (8,889) Net carrying amount of 1.75% Convertible Notes $ 454,949 $ 438,480 |
Components of Interest Expense Related to Convertible Notes | The following table provides the components of interest expense related to the 3.25% Convertible Notes (in thousands): 2021 2020 2019 Cash interest expense (coupon interest expense) $ 5,994 $ 13,080 $ 13,081 Non-cash amortization of discount on 3.25% Convertible Notes 4,645 9,717 9,171 Amortization of debt issuance costs 855 1,749 1,600 Total interest expense related to 3.25% Convertible Notes $ 11,494 $ 24,546 $ 23,852 The following table provides the components of interest expense related to the 1.75% Convertible Notes (in thousands): 2021 2020 Cash interest expense (coupon interest expense) $ 9,625 $ 9,653 Non-cash amortization of discount on 1.75% Convertible Notes 15,338 14,563 Amortization of debt issuance costs 1,173 1,098 Total interest expense related to 1.75% Convertible Notes $ 26,136 $ 25,314 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Components of Lease Expense and Supplemental Cash Flow Information | The components of lease expense were as follows (in thousands): Years ended December 31, 2021 2020 Operating lease cost $ 31,396 $ 38,421 Short-term lease cost 2,754 1,031 Total lease cost $ 34,150 $ 39,452 Supplemental cash flow information related to leases was as follows (in thousands): Years ended December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 27,798 $ 27,402 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 9,850 $ 31,148 |
Balance Sheet and Other Supplemental Operating Lease Information | Supplemental balance sheet information related to leases was as follows (in thousands): December 31, 2021 December 31, 2020 Operating leases Operating lease right-of-use assets $ 55,617 $ 80,133 Total operating lease right-of-use assets $ 55,617 $ 80,133 Operating lease liability, current $ 27,156 $ 29,634 Operating lease liabilities, noncurrent 53,708 73,628 Total operating lease liabilities $ 80,864 $ 103,262 Other supplemental operating lease information consists of the following: December 31, 2021 December 31, 2020 Operating leases: Weighted average remaining lease term 3.9 years 4.0 years Weighted average discount rate 3.48 % 3.68 % |
Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities as of December 31, 2021 were as follows (in thousands): Operating Leases Fiscal Year: 2022 $ 28,163 2023 21,261 2024 17,046 2025 8,563 2026 5,511 Thereafter 5,405 Total lease payments $ 85,949 Less: Imputed interest (5,085) Present value of operating lease liabilities $ 80,864 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Tax | The continuing operations provision for income tax consisted of the following (in thousands): Years Ended December 31, 2021 2020 2019 Current: Federal $ (8,435) $ 15,112 $ 14,227 State (248) 4,300 1,002 Foreign 15,931 18,631 6,045 Total current 7,248 38,043 21,274 Deferred: Federal (17,132) (6,022) (2,004) State (5,044) (67) (3,849) Foreign 729 6,396 (1,661) Total deferred (21,447) 307 (7,514) Total provision $ (14,199) $ 38,350 $ 13,760 |
Reconciliation of Statutory Federal Income Tax Rate with Effective Income Tax Rate | A reconciliation of the statutory federal income tax rate with the Company’s continuing operations effective income tax rate is as follows: Years Ended December 31, 2021 2020 2019 Statutory tax rate 21.0 % 21.0 % 21.0 % State income taxes, net (1.3) 1.8 0.8 Foreign rate differential (0.3) 2.8 (0.7) Foreign income inclusion 0.7 5.2 4.4 Foreign tax credit (0.8) (4.3) (4.5) Reserve for uncertain tax positions (2.4) 11.5 9.3 Valuation allowance (1.7) 9.9 0.2 Impact on deferred taxes of enacted tax law and rate changes (0.5) 3.3 (1.3) Tax credits and incentives (1.5) (7.2) (9.2) Mark-to market on investment in Consensus (18.0) — — Return to provision adjustments 0.5 2.4 0.2 Executive compensation 0.7 2.7 5.3 Other (0.4) (0.2) (0.4) Effective tax rates (4.0) % 48.9 % 25.1 % |
Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities result from differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. Temporary differences and carryforwards which give rise to deferred tax assets and liabilities from continuing operations are as follows (in thousands): Years Ended December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 28,393 $ 21,134 Tax credit carryforwards 2,801 9,022 Accrued expenses 12,548 17,393 Allowance for bad debt 2,116 3,757 Share-based compensation expense 3,545 5,923 Impairment of investments — 6,714 Deferred revenue 4,331 912 State taxes 3,771 4,948 Other 9,426 11,071 66,931 80,874 Less: valuation allowance (1,812) (8,262) Total deferred tax assets $ 65,119 $ 72,612 Deferred tax liabilities: Basis difference in property and equipment $ (8,337) $ (17,126) Basis difference in intangible assets (117,244) (129,301) Unrealized gains on investments (11,291) — Prepaid insurance (3,121) (2,703) Convertible debt (21,972) (65,192) Other (6,219) (3,403) Total deferred tax liabilities (168,184) (217,725) Net deferred tax liabilities $ (103,065) $ (145,113) |
Reconciliation of Unrecognized Tax Benefits | The aggregate changes in the balance of unrecognized tax benefits, which excludes interest and penalties, for 2021, 2020 and 2019, is as follows (in thousands): Years Ended December 31, 2021 2020 2019 Beginning balance $ 46,032 $ 43,687 $ 40,842 Increases related to tax positions during a prior year 3,448 3,953 5,285 Decreases related to tax positions taken during a prior year (5,511) (244) — Increases related to tax positions taken in the current year 4,675 4,264 3,991 Settlements — (5,628) (5,831) Decreases related to expiration of statute of limitations (9,117) — (600) Ending balance $ 39,527 $ 46,032 $ 43,687 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Summary of Dividends Declared | The following is a summary of each dividend declared during fiscal year 2019: Declaration Date Dividend per Common Share Record Date Payment Date February 6, 2019 $ 0.4450 February 25, 2019 March 12, 2019 May 2, 2019 $ 0.4550 May 20, 2019 June 4, 2019 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Options Activity | Stock option activity for the years ended December 31, 2021, 2020 and 2019 is summarized as follows: Number of Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (In Years) Aggregate Intrinsic Value Options outstanding at January 1, 2019 707,777 $ 56.84 Granted — — Exercised (189,436) 32.39 Canceled — — Options outstanding at December 31, 2019 518,341 $ 65.77 Granted — — Exercised (42,740) 23.11 Canceled — — Options outstanding at December 31, 2020 475,601 $ 69.61 Granted — — Exercised (70,776) 41.63 Canceled — — Adjustment due to Consensus Separation (1) 35,749 $ 68.25 Options outstanding at December 31, 2021 440,574 $ 68.45 5.93 $18,683,104 Exercisable at December 31, 2021 168,614 $ 67.62 5.81 $7,290,699 Vested and expected to vest at December 31, 2021 440,574 $ 68.45 5.93 $18,683,104 |
Summarized Information Concerning Outstanding and Exercisable Options | The following table summarizes information concerning outstanding and exercisable options as of December 31, 2021: Options Outstanding Exercisable Options Range of Number Outstanding December 31, 2021 Weighted Average Remaining Contractual Life Weighted Average Exercise Price Number Exercisable December 31, 2021 Weighted Average Exercise Price $27.15 5,439 0.17 years $ 27.15 5,439 $ 27.15 68.97 435,135 6.00 years 68.97 163,175 68.97 $27.15 - $68.97 440,574 5.93 years $ 68.45 168,614 $ 67.62 |
Valuation Assumptions of Market-based Restricted Stock Awards Granted | The weighted-average fair values of market-based restricted stock awards granted have been estimated utilizing the following assumptions: December 31, 2021 December 31, 2020 December 31, 2019 Underlying stock price at valuation date $ 113.27 $ 91.17 $ 84.58 Expected volatility 30.3 % 27.0 % 28.3 % Risk-free interest rate 1.3 % 0.7 % 2.5 % |
Restricted Stock and Restricted Stock Unit Award Activity | Restricted stock award activity for the years ended December 31, 2021, 2020 and 2019 is set forth below: Shares Weighted-Average Nonvested at January 1, 2019 1,207,011 $ 64.82 Granted 187,773 79.00 Vested (172,884) 73.65 Canceled (116,841) 72.58 Nonvested at December 31, 2019 1,105,059 $ 64.76 Granted 1,268 98.63 Vested (264,172) 70.25 Canceled (21,589) 79.34 Nonvested at December 31, 2020 820,566 $ 62.66 Granted — — Vested (435,529) 60.52 Canceled (33,194) 83.23 Adjustment due to Consensus Separation (1) 32,120 74.62 Nonvested at December 31, 2021 383,963 $ 41.45 Restricted stock unit activity for the years ended December 31, 2021, 2020 and 2019 is set forth below: Number of Weighted-Average Aggregate Outstanding at January 1, 2019 41,231 Granted 3,844 Vested (12,343) Canceled (11,858) Outstanding at December 31, 2019 20,874 Granted 210,630 Vested (9,029) Canceled (12,691) Outstanding at December 31, 2020 209,784 Granted 319,345 Vested (124,761) Canceled (60,201) Adjustment due to Consensus Separation (1) 16,576 Outstanding at December 31, 2021 360,743 2.71 $ 39,991,969 Vested and expected to vest at December 31, 2021 360,743 2.71 $ 39,991,969 |
Valuation Assumptions of Stock Options Granted | The compensation expense related to the Purchase Plan has been estimated utilizing the following assumptions: December 31, 2021 December 31, 2020 December 31, 2019 Risk-free interest rate 0.05% 0.73% 2.31% Expected term (in years) 0.5 0.5 0.5 Dividend yield 0.00% 0.00% 1.02% Expected volatility 35.00% 25.33% 24.63% Weighted average volatility 35.00% 25.33% 24.63% |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share Reconciliation [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): Years Ended December 31, 2021 2020 2019 Numerator for basic and diluted net income per common share: Net income from continuing operations $ 401,395 $ 28,660 $ 40,893 Net income available to participating securities (1) (326) (120) (379) Net income available to the Company’s common shareholders from continuing operations $ 401,069 $ 28,540 $ 40,514 Denominator: Weighted-average outstanding shares of common stock 45,893,928 46,308,825 47,647,397 Dilutive effect of: Equity incentive plans 311,585 7,537 78,076 Convertible debt (2) 1,657,232 799,247 1,300,211 Common stock and common stock equivalents 47,862,745 47,115,609 49,025,684 Net income per share from continuing operations: Basic $ 8.74 $ 0.62 $ 0.85 Diluted $ 8.38 $ 0.61 $ 0.83 (1) Represents unvested share-based payment awards that contain certain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid). (2) 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 10 - Debt). |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Reconciliation of Total Segment Operating Income to Consolidated Operating Income | Information on reportable segments and reconciliation to consolidated income from continuing operations is as follows (in thousands): Years Ended December 31, 2021 2020 2019 Revenue by reportable segment: Digital Media $ 1,069,300 $ 811,360 $ 710,511 Cybersecurity and Martech 348,611 347,697 340,245 Elimination of inter-segment revenues (1,189) (229) (300) Total segment revenues 1,416,722 1,158,828 1,050,456 Corporate (1) — 1 8 Total revenues 1,416,722 1,158,829 1,050,464 Gross profit by reportable segment: Digital Media 974,546 733,887 617,458 Cybersecurity and Martech 255,042 246,815 245,966 Elimination of inter-segment gross profit (824) (229) (300) Total segment gross profit 1,228,764 980,473 863,124 Corporate (1) (95) (47) 8 Total gross profit 1,228,669 980,426 863,132 Direct costs by reportable segment (2) : Digital Media 757,053 594,807 540,193 Cybersecurity and Martech 225,740 193,883 187,283 Elimination of inter-segment direct costs (824) (229) (300) Total segment direct costs 981,969 788,461 727,176 Corporate (1) 79,360 53,625 47,733 Total direct costs 1,061,329 842,086 774,909 Operating income by reportable segment: Digital Media operating income 217,493 139,080 77,265 Cybersecurity and Martech operating income 29,302 52,932 58,683 Total segment operating income 246,795 192,012 135,948 Corporate (2) (79,455) (53,672) (47,725) Total income from continuing operations $ 167,340 $ 138,340 $ 88,223 (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 Digital Media business and Cybersecurity and Martech 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 Digital Media and Cybersecurity and Martech 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 Cybersecurity and Martech. Accordingly, the following segment information is presented for Digital Media and Cybersecurity and Martech. 2021 2020 Assets: Digital Media $ 2,043,204 $ 2,088,397 Cybersecurity and Martech 1,088,741 905,847 Total assets from reportable segments 3,131,945 2,994,244 Corporate 638,335 103,536 Assets of discontinued operations — 567,551 Total assets $ 3,770,280 $ 3,665,331 2021 2020 2019 Capital expenditures: Digital Media $ 80,877 $ 59,693 $ 48,736 Cybersecurity and Martech 32,863 32,859 21,826 Total from reportable segments 113,740 92,552 70,562 Corporate — — 26 Total capital expenditures $ 113,740 $ 92,552 $ 70,588 Depreciation and amortization: Digital Media $ 193,661 $ 145,321 $ 148,575 Cybersecurity and Martech 64,354 79,758 80,970 Total from reportable segments 258,015 225,079 229,545 Corporate 288 3,658 2,487 Total depreciation and amortization $ 258,303 $ 228,737 $ 232,032 |
Revenues and Long-lived Assets by Geographic Information | The Company maintains operations in the U.S., Canada, Ireland, the United Kingdom, India 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). Years ended December 31, 2021 2020 2019 Revenues: United States $ 1,187,207 $ 958,833 $ 843,136 Canada 33,227 29,770 30,327 Ireland 37,906 32,403 48,729 All other countries 158,382 137,823 128,272 All foreign countries 229,515 199,996 207,328 Total $ 1,416,722 $ 1,158,829 $ 1,050,464 December 31, December 31, Long-lived assets: United States $ 726,128 $ 865,779 All other countries 63,423 42,738 Total $ 789,551 $ 908,517 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Reclassification out of Accumulated Other Comprehensive Loss (Income) | The following table summarizes the changes in accumulated balances of other comprehensive loss (income), net of tax, for the years ended December 31, 2021, 2020, and 2019 (in thousands): Unrealized Gains (Losses) on Investments Foreign Currency Translation Total Balance as of January 1, 2019 $ (1,418) $ (44,561) $ (45,979) Other comprehensive income (loss) before reclassifications 1,143 (1,626) (483) Net current period other comprehensive income (loss) 1,143 (1,626) (483) Balance as of December 31, 2019 $ (275) $ (46,187) $ (46,462) Other comprehensive income (loss) before reclassifications 558 (8,902) (8,344) Net current period other comprehensive income (loss) 558 (8,902) (8,344) Balance as of December 31, 2020 $ 283 $ (55,089) $ (54,806) Other comprehensive loss before reclassifications (114) (21,268) (21,382) Consensus separation — 18,966 18,966 Net current period other comprehensive loss (114) (2,302) (2,416) Balance as of December 31, 2021 $ 169 $ (57,391) $ (57,222) |
Reclassification out of Accumulated Other Comprehensive Loss | The following table provides details about reclassifications out of accumulated other comprehensive loss for the years ended December 31, 2021, 2020, and 2019. Details about Accumulated Other Comprehensive Loss Components Amount Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Statements of Operations For the years ending December 31, 2021 2020 2019 Unrealized loss on available-for-sale investments $ (151) $ 698 $ — Loss on investments, net (151) 698 — Income before income taxes — — — Income tax expense Total reclassifications for the period $ (151) $ 698 $ — Net income |
Quarterly Results (unaudited) (
Quarterly Results (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Unaudited Quarterly Financial Information | The following tables contain selected unaudited Statements of Operations information for each quarter of 2021 and 2020 (in thousands, except share and per share data). The Company believes that the following information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. Year Ended December 31, 2021 Fourth Quarter Third Quarter Second Quarter First Quarter Revenues $ 408,628 $ 355,145 $ 341,293 $ 311,656 Gross profit 362,910 305,447 292,508 267,804 Net income (loss) from continuing operations 383,612 2,050 (23,046) 38,779 (Loss) income from discontinued operations, net of income taxes (23,106) 40,520 38,762 39,143 Net income $ 360,506 $ 42,570 $ 15,716 $ 77,922 Net income (loss) per common share from continuing operations: Basic $ 8.02 $ 0.04 $ (0.52) $ 0.87 Diluted $ 7.90 $ 0.04 $ (0.52) $ 0.83 Net (loss) income per common share from discontinued operations: Basic $ (0.48) $ 0.87 $ 0.87 $ 0.88 Diluted $ (0.48) $ 0.83 $ 0.81 $ 0.84 Net income per common share: Basic $ 7.54 $ 0.91 $ 0.35 $ 1.75 Diluted $ 7.43 $ 0.88 $ 0.33 $ 1.67 Weighted average shares outstanding: Basic 47,778,545 46,738,073 44,613,533 44,399,149 Diluted 48,514,588 48,582,585 47,528,902 46,731,872 Year Ended December 31, 2020 Fourth Quarter Third Quarter Second Quarter First Quarter Revenues $ 384,055 $ 273,012 $ 250,356 $ 251,406 Gross profit 337,896 230,726 207,201 204,603 Net income from continuing operations 41,962 14,127 1,665 (29,094) Earnings from discontinued operations, net of income taxes 16,126 46,756 36,436 22,690 Net income (loss) $ 58,088 $ 60,883 $ 38,101 $ (6,404) Net income (loss) per common share from continuing operations: Basic $ 0.94 $ 0.30 $ 0.04 $ (0.61) Diluted $ 0.92 $ 0.30 $ 0.04 $ (0.61) Net income per common share from discontinued operations: Basic $ 0.36 $ 1.01 $ 0.77 $ 0.47 Diluted $ 0.35 $ 1.01 $ 0.76 $ 0.46 Net income (loss) per common share: Basic $ 1.30 $ 1.31 $ 0.81 $ (0.13) Diluted $ 1.27 $ 1.31 $ 0.80 $ (0.13) Weighted average shares outstanding: Basic 44,504,222 46,279,515 46,850,944 47,620,774 Diluted 45,642,292 46,309,072 47,437,555 47,620,774 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) | Oct. 07, 2021USD ($) | Oct. 06, 2021segment | Dec. 31, 2021subsidiary | Dec. 31, 2021USD ($)segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Oct. 08, 2021 | |
Percentage of Consensus stock distributed | 80.10% | |||||||
Spinoff, stock received, ratio | 0.3333 | |||||||
Restructuring and related activities, proceeds from spinoff | $ 259,100,000 | |||||||
Issuance of senior notes | $ 500,000,000 | |||||||
Equity securities, FV-NI, gain (loss) | $ 69,300,000 | |||||||
Net translation foreign currency translation (loss)/gain | 21,268,000 | $ 8,902,000 | $ 1,626,000 | |||||
Foreign exchange realized gains (losses) | 2,000,000 | (3,100,000) | (2,600,000) | |||||
Impairment of long-lived assets to be disposed of | 0 | |||||||
Impairment of goodwill and intangible assets | 0 | 0 | 0 | |||||
Research, development and engineering | [1] | 78,874,000 | 57,148,000 | 44,651,000 | ||||
Advertising costs incurred | $ 243,700,000 | 159,800,000 | 115,700,000 | |||||
Number of reportable segments | 3 | 2 | 2 | |||||
Consensus Cloud Solutions | ||||||||
Noncontrolling interest, ownership percentage by parent | 19.90% | |||||||
COVID-19 | ||||||||
Impairment of goodwill and intangible assets | $ 0 | $ 0 | $ 0 | |||||
Minimum | ||||||||
Weighted-average amortization period | 1 year | |||||||
Maximum | ||||||||
Weighted-average amortization period | 20 years | |||||||
Equipment | Minimum | ||||||||
Estimated useful lives of property and equipment | 1 year | |||||||
Equipment | Maximum | ||||||||
Estimated useful lives of property and equipment | 10 years | |||||||
Software and Software Development Costs | Minimum | ||||||||
Estimated useful lives of property and equipment | 1 year | |||||||
Software and Software Development Costs | Maximum | ||||||||
Estimated useful lives of property and equipment | 5 years | |||||||
[1] | (1) Includes share-based compensation expense as follows: Cost of revenues $ 306 $ 332 $ 154 Sales and marketing 1,288 1,011 946 Research, development and engineering 1,984 1,396 976 General and administrative 20,551 19,781 20,390 Total $ 24,129 $ 22,520 $ 22,466 |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | $ 408,628 | $ 355,145 | $ 341,293 | $ 311,656 | $ 384,055 | $ 273,012 | $ 250,356 | $ 251,406 | $ 1,416,722 | $ 1,158,829 | $ 1,050,464 |
Contract liability, revenue recognized | 153,000 | 135,500 | |||||||||
Fiscal 2021 Acquisitions | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Deferred revenue acquired | $ 9,491 | 9,491 | |||||||||
Fiscal 2020 Acquisitions | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Deferred revenue acquired | $ 21,918 | 21,918 | |||||||||
Point in time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 42,276 | 27,685 | 32,983 | ||||||||
Over time | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 1,374,446 | 1,131,144 | 1,017,481 | ||||||||
Advertising | Revision of Prior Period, Reclassification, Adjustment | Revenue Correction, Subscription And Licensing To Advertising | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 11,000 | 15,500 | |||||||||
Subscription and licensing | Revision of Prior Period, Reclassification, Adjustment | Revenue Correction, Subscription And Licensing To Advertising | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 11,000 | 15,500 | |||||||||
Subscription and licensing | Revision of Prior Period, Reclassification, Adjustment | Revenue Correction, Subscription And Licensing To Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 9,500 | 6,000 | |||||||||
Other | Revision of Prior Period, Reclassification, Adjustment | Revenue Correction, Subscription And Licensing To Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 9,500 | 6,000 | |||||||||
Reportable segments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 1,416,722 | 1,158,828 | 1,050,456 | ||||||||
Reportable segments | Digital Media | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 1,069,300 | 811,360 | 710,511 | ||||||||
Reportable segments | Digital Media | Advertising | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 838,075 | 627,198 | 531,191 | ||||||||
Reportable segments | Digital Media | Subscription and licensing | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 197,354 | 166,219 | 164,052 | ||||||||
Reportable segments | Digital Media | Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 33,871 | 17,943 | 15,268 | ||||||||
Reportable segments | Cybersecurity and Martech | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 348,611 | 347,697 | 340,245 | ||||||||
Reportable segments | Cybersecurity and Martech | Subscription and licensing | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 348,611 | 347,697 | 340,245 | ||||||||
Reportable segments | Cybersecurity and Martech | Other | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 0 | 0 | 0 | ||||||||
Corporate, Non-Segment | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | 0 | 1 | 8 | ||||||||
Intersegment Eliminations | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Revenues | $ (1,189) | $ (229) | $ (300) |
Business Acquisitions - Narrati
Business Acquisitions - Narrative (Details) | Jun. 04, 2021USD ($) | Oct. 28, 2020USD ($) | Dec. 31, 2021USD ($)subsidiary | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Aug. 21, 2019USD ($) | Apr. 19, 2019USD ($) | Apr. 02, 2019USD ($) |
Business Acquisition [Line Items] | ||||||||
Increase (decrease) in goodwill from adjustment under purchase accounting | $ (932,000) | $ 7,591,000 | ||||||
Goodwill | 97,032,000 | 202,901,000 | ||||||
Fiscal 2021 Acquisitions | ||||||||
Business Acquisition [Line Items] | ||||||||
Revenues contributed through acquisitions | 39,900,000 | |||||||
Total consideration of transactions | 160,400,000 | |||||||
Fair value of accounts receivable acquired | 9,500,000 | |||||||
Gross amount due under contracts | 9,900,000 | |||||||
Amount expected to be uncollectible | 400,000 | |||||||
Expected income tax deductible amount | 42,100,000 | |||||||
Fiscal 2021 Acquisitions | Digital Media | ||||||||
Business Acquisition [Line Items] | ||||||||
Increase (decrease) in goodwill from adjustment under purchase accounting | (1,400,000) | |||||||
Fiscal 2021 Acquisitions | Cybersecurity and Martech | ||||||||
Business Acquisition [Line Items] | ||||||||
Increase (decrease) in goodwill from adjustment under purchase accounting | 500,000 | |||||||
SEOmoz Acquisition | ||||||||
Business Acquisition [Line Items] | ||||||||
Revenues contributed through acquisitions | 25,600,000 | |||||||
Total consideration of transactions | $ 67,000,000 | |||||||
Gross amount due under contracts | 3,600,000 | |||||||
Amount expected to be uncollectible | $ 300,000 | |||||||
Expected income tax deductible amount | $ 0 | |||||||
Fiscal 2020 Acquisitions | ||||||||
Business Acquisition [Line Items] | ||||||||
Revenues contributed through acquisitions | 54,600,000 | |||||||
Total consideration of transactions | 472,800,000 | |||||||
Fair value of accounts receivable acquired | 46,100,000 | |||||||
Gross amount due under contracts | 53,000,000 | |||||||
Amount expected to be uncollectible | 6,900,000 | |||||||
Goodwill | 202,900,000 | |||||||
Expected income tax deductible amount | 55,000,000 | |||||||
Pro forma net income for existing line of business | 100,000 | $ 28,200,000 | ||||||
Pro forma net income for assets sold | 8,400,000 | 13,900,000 | ||||||
Fiscal 2020 Acquisitions | Digital Media | ||||||||
Business Acquisition [Line Items] | ||||||||
Increase (decrease) in goodwill from adjustment under purchase accounting | 9,700,000 | |||||||
Fiscal 2020 Acquisitions | Cybersecurity and Martech | ||||||||
Business Acquisition [Line Items] | ||||||||
Increase (decrease) in goodwill from adjustment under purchase accounting | 2,100,000 | |||||||
RetailMeNot, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Revenues contributed through acquisitions | 47,600,000 | |||||||
Total consideration of transactions | $ 414,400,000 | |||||||
Fair value of accounts receivable acquired | 40,500,000 | |||||||
Gross amount due under contracts | 47,200,000 | |||||||
Amount expected to be uncollectible | $ 6,700,000 | |||||||
Goodwill | 169,600,000 | |||||||
Expected income tax deductible amount | 36,600,000 | |||||||
Pro forma net income for existing line of business | 100,000 | 28,200,000 | ||||||
Pro forma net income for assets sold | $ 8,400,000 | 13,900,000 | ||||||
Fiscal 2019 Acquisitions | ||||||||
Business Acquisition [Line Items] | ||||||||
Revenues contributed through acquisitions | 126,300,000 | |||||||
Total consideration of transactions | 429,500,000 | |||||||
Fair value of accounts receivable acquired | 22,800,000 | |||||||
Gross amount due under contracts | 23,700,000 | |||||||
Amount expected to be uncollectible | 900,000 | |||||||
Goodwill | 253,100,000 | |||||||
Expected income tax deductible amount | 95,100,000 | |||||||
Fiscal 2019 Acquisitions | Digital Media | ||||||||
Business Acquisition [Line Items] | ||||||||
Increase (decrease) in goodwill from adjustment under purchase accounting | (900,000) | |||||||
Fiscal 2019 Acquisitions | Fax and Martech Segment | ||||||||
Business Acquisition [Line Items] | ||||||||
Increase (decrease) in goodwill from adjustment under purchase accounting | 200,000 | |||||||
Highwinds Capital, Inc. and Cloak Holdings, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Revenues contributed through acquisitions | 53,000,000 | |||||||
Gross amount due under contracts | $ 1,000,000 | |||||||
Amount expected to be uncollectible | $ 100,000 | |||||||
Expected income tax deductible amount | 15,200,000 | |||||||
BabyCenter LLC. | ||||||||
Business Acquisition [Line Items] | ||||||||
Revenues contributed through acquisitions | 19,200,000 | |||||||
Gross amount due under contracts | $ 10,500,000 | |||||||
Amount expected to be uncollectible | $ 200,000 | |||||||
Expected income tax deductible amount | 34,600,000 | |||||||
Spiceworks, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Revenues contributed through acquisitions | 23,000,000 | |||||||
Gross amount due under contracts | $ 10,800,000 | |||||||
Amount expected to be uncollectible | $ 400,000 | |||||||
Expected income tax deductible amount | $ 0 | |||||||
Series of Individually Immaterial Business Acquisitions | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of immaterial acquisitions | subsidiary | 4 |
Business Acquisitions - Allocat
Business Acquisitions - Allocation of Aggregate Purchase Consideration (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Jun. 04, 2021 | Dec. 31, 2020 | Oct. 28, 2020 | Dec. 31, 2019 | Aug. 21, 2019 | Apr. 19, 2019 | Apr. 02, 2019 |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 1,531,455 | $ 1,525,000 | $ 1,313,101 | |||||
Fiscal 2021 Acquisitions | ||||||||
Business Acquisition [Line Items] | ||||||||
Accounts receivable | 9,513 | |||||||
Prepaid expenses and other current assets | 1,655 | |||||||
Property and equipment | 2,188 | |||||||
Operating lease right of use asset | 5,888 | |||||||
Deferred tax asset | 230 | |||||||
Other long-term assets | 62 | |||||||
Goodwill | 97,032 | |||||||
Accounts payable and accrued expenses | (5,863) | |||||||
Deferred revenue | (9,491) | |||||||
Operating lease liabilities, current | (7,191) | |||||||
Other current liabilities | (14) | |||||||
Deferred tax liability | (9,237) | |||||||
Other long-term liabilities | (1,511) | |||||||
Total | 160,449 | |||||||
Fiscal 2021 Acquisitions | Trade names | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangibles | 16,349 | |||||||
Fiscal 2021 Acquisitions | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangibles | 21,945 | |||||||
Fiscal 2021 Acquisitions | Other purchased intangibles | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangibles | 38,894 | |||||||
SEOmoz Acquisition | ||||||||
Business Acquisition [Line Items] | ||||||||
Accounts receivable | $ 3,278 | |||||||
Prepaid expenses and other current assets | 1,547 | |||||||
Property and equipment | 1,845 | |||||||
Operating lease right of use asset | 5,888 | |||||||
Other long-term assets | 62 | |||||||
Goodwill | $ 41,300 | 41,329 | ||||||
Accounts payable and accrued expenses | (2,655) | |||||||
Deferred revenue | (6,398) | |||||||
Operating lease liabilities, current | (7,191) | |||||||
Other current liabilities | (14) | |||||||
Deferred tax liability | (5,327) | |||||||
Other long-term liabilities | (550) | |||||||
Total | 66,997 | |||||||
SEOmoz Acquisition | Trade names | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangibles | 7,406 | |||||||
SEOmoz Acquisition | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangibles | 5,000 | |||||||
SEOmoz Acquisition | Other purchased intangibles | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangibles | $ 22,777 | |||||||
Fiscal 2020 Acquisitions | ||||||||
Business Acquisition [Line Items] | ||||||||
Accounts receivable | 46,138 | |||||||
Prepaid expenses and other current assets | 9,105 | |||||||
Property and equipment | 2,204 | |||||||
Operating lease right of use asset | 10,644 | |||||||
Deferred tax asset | 992 | |||||||
Other long-term assets | 685 | |||||||
Goodwill | 202,901 | |||||||
Accounts payable and accrued expenses | (28,979) | |||||||
Deferred revenue | (21,918) | |||||||
Operating lease liabilities, current | (4,520) | |||||||
Long-term debt | (910) | |||||||
Operating lease liabilities, noncurrent | (13,104) | |||||||
Income taxes payable | (3,297) | |||||||
Liability for uncertain tax positions | (1,576) | |||||||
Deferred tax liability | (53,870) | |||||||
Other long-term liabilities | (9,269) | |||||||
Total | 472,760 | |||||||
Fiscal 2020 Acquisitions | Trade names | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangibles | 66,763 | |||||||
Fiscal 2020 Acquisitions | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangibles | 214,347 | |||||||
Fiscal 2020 Acquisitions | Other purchased intangibles | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangibles | $ 56,424 | |||||||
RetailMeNot, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Accounts receivable | $ 40,525 | |||||||
Prepaid expenses and other current assets | 7,367 | |||||||
Property and equipment | 587 | |||||||
Operating lease right of use asset | 10,313 | |||||||
Deferred tax asset | 605 | |||||||
Other long-term assets | 494 | |||||||
Goodwill | 169,581 | |||||||
Accounts payable and accrued expenses | (24,526) | |||||||
Deferred revenue | (11,175) | |||||||
Operating lease liabilities, current | (4,029) | |||||||
Operating lease liabilities, noncurrent | (13,085) | |||||||
Income taxes payable | (3,308) | |||||||
Liability for uncertain tax positions | (1,576) | |||||||
Deferred tax liability | (52,504) | |||||||
Other long-term liabilities | (9,275) | |||||||
Total | 414,384 | |||||||
RetailMeNot, Inc. | Trade names | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangibles | 62,940 | |||||||
RetailMeNot, Inc. | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangibles | 198,840 | |||||||
RetailMeNot, Inc. | Other purchased intangibles | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangibles | $ 42,610 | |||||||
Fiscal 2019 Acquisitions | ||||||||
Business Acquisition [Line Items] | ||||||||
Accounts receivable | 22,796 | |||||||
Prepaid expenses and other current assets | 4,528 | |||||||
Property and equipment | 4,625 | |||||||
Operating lease right of use asset | 4,982 | |||||||
Other long-term assets | 660 | |||||||
Goodwill | 253,096 | |||||||
Accounts payable and accrued expenses | (31,292) | |||||||
Deferred revenue | (27,953) | |||||||
Operating lease liabilities, current | (1,768) | |||||||
Other current liabilities | (516) | |||||||
Operating lease liabilities, noncurrent | (3,215) | |||||||
Income taxes payable | (762) | |||||||
Liability for uncertain tax positions | (170) | |||||||
Deferred tax liability | (10,229) | |||||||
Other long-term liabilities | (635) | |||||||
Total | 429,517 | |||||||
Fiscal 2019 Acquisitions | Trade names | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangibles | 10,773 | |||||||
Fiscal 2019 Acquisitions | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangibles | 123,611 | |||||||
Fiscal 2019 Acquisitions | Other purchased intangibles | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangibles | 48,446 | |||||||
Fiscal 2019 Acquisitions | Trademarks | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangibles | 32,540 | |||||||
Highwinds Capital, Inc. and Cloak Holdings, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Accounts receivable | $ 900 | |||||||
Prepaid expenses and other current assets | 38 | |||||||
Property and equipment | 307 | |||||||
Other long-term assets | 16 | |||||||
Goodwill | 164,100 | 164,102 | ||||||
Accounts payable and accrued expenses | (19,506) | |||||||
Deferred revenue | (18,321) | |||||||
Liability for uncertain tax positions | (170) | |||||||
Deferred tax liability | (17,552) | |||||||
Total | 209,602 | |||||||
Highwinds Capital, Inc. and Cloak Holdings, LLC | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangibles | 55,260 | |||||||
Highwinds Capital, Inc. and Cloak Holdings, LLC | Other purchased intangibles | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangibles | 13,110 | |||||||
Highwinds Capital, Inc. and Cloak Holdings, LLC | Trademarks | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangibles | 24,740 | |||||||
Highwinds Capital, Inc. and Cloak Holdings, LLC | Acquired Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangibles | $ 6,678 | |||||||
BabyCenter LLC. | ||||||||
Business Acquisition [Line Items] | ||||||||
Accounts receivable | $ 10,336 | |||||||
Prepaid expenses and other current assets | 2,302 | |||||||
Property and equipment | 262 | |||||||
Operating lease right of use asset | 821 | |||||||
Other long-term assets | 110 | |||||||
Goodwill | 34,600 | 34,644 | ||||||
Accounts payable and accrued expenses | (8,627) | |||||||
Deferred revenue | (544) | |||||||
Operating lease liabilities, current | (511) | |||||||
Operating lease liabilities, noncurrent | (310) | |||||||
Income taxes payable | (61) | |||||||
Total | 71,522 | |||||||
BabyCenter LLC. | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangibles | 14,500 | |||||||
BabyCenter LLC. | Other purchased intangibles | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangibles | 10,800 | |||||||
BabyCenter LLC. | Trademarks | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangibles | $ 7,800 | |||||||
Spiceworks, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Accounts receivable | $ 10,406 | |||||||
Prepaid expenses and other current assets | 1,986 | |||||||
Property and equipment | 2,388 | |||||||
Operating lease right of use asset | 4,161 | |||||||
Deferred tax asset | 8,752 | |||||||
Other long-term assets | 504 | |||||||
Goodwill | $ 4,100 | 4,149 | ||||||
Accounts payable and accrued expenses | (2,214) | |||||||
Deferred revenue | (3,344) | |||||||
Operating lease liabilities, current | (1,256) | |||||||
Operating lease liabilities, noncurrent | (2,905) | |||||||
Income taxes payable | (164) | |||||||
Total | 60,843 | |||||||
Spiceworks, Inc. | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangibles | 27,200 | |||||||
Spiceworks, Inc. | Other purchased intangibles | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangibles | 2,600 | |||||||
Spiceworks, Inc. | Trademarks | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangibles | 5,200 | |||||||
Spiceworks, Inc. | Acquired Technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangibles | 2,700 | |||||||
Spiceworks, Inc. | Noncompete Agreements | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangibles | $ 680 |
Business Acquisitions - Supplem
Business Acquisitions - Supplementary Information on Unaudited Pro Forma Financial Basis (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fiscal 2021 Acquisitions | |||
Revenues | $ 1,482,323,000 | $ 1,267,280,000 | |
Net income from continuing operations | $ 416,348,000 | $ 33,351,000 | |
EPS - Basic (in usd per share) | $ 9.06 | $ 0.72 | |
EPS - Diluted (in usd per share) | $ 8.69 | $ 0.71 | |
SEOmoz Acquisition | |||
Revenues | $ 1,438,099,000 | $ 1,207,910,000 | |
Net income from continuing operations | $ 406,281,000 | $ 29,382,000 | |
EPS - Basic (in usd per share) | $ 8.84 | $ 0.63 | |
EPS - Diluted (in usd per share) | $ 8.48 | $ 0.62 | |
Fiscal 2020 Acquisitions | |||
Revenues | $ 1,339,927,000 | $ 1,306,479,000 | |
Net income from continuing operations | $ 21,450,000 | $ 11,773,000 | |
EPS - Basic (in usd per share) | $ 0.46 | $ 0.24 | |
EPS - Diluted (in usd per share) | $ 0.45 | $ 0.23 | |
RetailMeNot, Inc. | |||
Revenues | $ 1,308,731,000 | $ 1,267,847,000 | |
Net income from continuing operations | $ 23,395,000 | $ 22,117,000 | |
EPS - Basic (in usd per share) | $ 0.50 | $ 0.46 | |
EPS - Diluted (in usd per share) | $ 0.49 | $ 0.44 | |
Fiscal 2019 Acquisitions | |||
Revenues | $ 1,152,542,000 | ||
Net income from continuing operations | $ 35,203,000 | ||
EPS - Basic (in usd per share) | $ 0.73 | ||
EPS - Diluted (in usd per share) | $ 0.71 | ||
Highwinds Capital, Inc. and Cloak Holdings, LLC | |||
Revenues | $ 1,072,047,000 | ||
Net income from continuing operations | $ 43,345,000 | ||
EPS - Basic (in usd per share) | $ 0.90 | ||
EPS - Diluted (in usd per share) | $ 0.88 | ||
BabyCenter LLC. | |||
Revenues | $ 1,080,644,000 | ||
Net income from continuing operations | $ 35,953,000 | ||
EPS - Basic (in usd per share) | $ 0.75 | ||
EPS - Diluted (in usd per share) | $ 0.73 | ||
Spiceworks, Inc. | |||
Revenues | $ 1,089,648,000 | ||
Net income from continuing operations | $ 36,711,000 | ||
EPS - Basic (in usd per share) | $ 0.76 | ||
EPS - Diluted (in usd per share) | $ 0.74 |
Investments - Summary of Securi
Investments - Summary of Securities without Readily Determinable Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | ||
Cost | $ 17,156 | $ 50,384 |
Impairment | (16,677) | (19,605) |
Adjustments | (479) | (479) |
Reported Amount | $ 0 | $ 30,300 |
Investments - Narrative (Detail
Investments - Narrative (Details) | Sep. 25, 2017USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2021USD ($)investment | Dec. 31, 2020USD ($)investment | Dec. 31, 2019USD ($) |
Unusual or Infrequent Item, or Both [Line Items] | |||||
Non-cash exchange of available-for-sale debt securities | $ 18,300,000 | ||||
Loss on investments, net | $ 4,400,000 | ||||
Impairment loss on equity securities without readily determinable fair value | $ 16,677,000 | $ 19,605,000 | |||
Proceeds from sale of equity securities without readily determinable fair value | 14,300,000 | ||||
Realized loss on securities | 300,000 | ||||
Equity securities, cumulative impairment loss | $ 40,500,000 | 23,800,000 | |||
Number of investments in an unrealized loss position | investment | 0 | ||||
Other-than-temporary impairment losses recognized on debt securities | $ 0 | 0 | $ 0 | ||
Variable interest entity, amount committed to invest | $ 200,000,000 | ||||
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% | ||||
Fund investment period | 6 years | ||||
Variable interest entity, amount of capital call notices received | 22,200,000 | 32,900,000 | |||
Variable interest entity, amount paid | 22,200,000 | 31,900,000 | |||
Distribution from equity method investment | 15,327,000 | 0 | 10,288,000 | ||
Net investment income (loss) | 35,845,000 | (11,338,000) | (168,000) | ||
Management fees recognized | $ 3,000,000 | 3,000,000 | $ 3,000,000 | ||
COVID-19 | |||||
Unusual or Infrequent Item, or Both [Line Items] | |||||
Net investment income (loss) | $ (4,300,000) | ||||
Number of investments impaired | investment | 2 | ||||
Equity method investment, impairment | $ 7,000,000 |
Investments - Short Term Invest
Investments - Short Term Investments Gains and Losses (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Investments, Debt and Equity Securities [Abstract] | |
Initial Book Value | $ (69,290) |
Gross Unrealized Gains | 298,490 |
Gross Unrealized Losses | 0 |
Fair Value | $ 229,200 |
Investments - Summary of Availa
Investments - Summary of Available-for-sale Investments (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | $ 511 |
Gross Unrealized Gains | 152 |
Gross Unrealized Losses | 0 |
Fair Value | 663 |
Corporate debt securities | |
Debt Securities, Available-for-sale [Line Items] | |
Amortized Cost | 511 |
Gross Unrealized Gains | 152 |
Gross Unrealized Losses | 0 |
Fair Value | $ 663 |
Investments - Available-for-Sal
Investments - Available-for-Sale Securities Classified by Contractual Maturity Date (Details) - USD ($) $ in Thousands | Dec. 31, 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 f
Investments - Carrying Amount for Equity Method Investment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Investments, Debt and Equity Securities [Abstract] | ||
Equity securities | $ 122,593 | $ 67,195 |
Maximum exposure to loss | $ 122,593 | $ 67,195 |
Discontinued Operations and D_3
Discontinued Operations and Dispositions - Consensus Spin-Off (Details) $ in Thousands | Oct. 07, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Oct. 08, 2021 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Percentage of Consensus stock distributed | 80.10% | ||||
Spinoff, stock received, ratio | 0.3333 | ||||
Unrealized gain on short-term investment | $ 298,500 | ||||
Short-term investments | 229,200 | $ 663 | |||
Restructuring and related activities, proceeds from spinoff | $ 259,100 | ||||
Issuance of senior notes | $ 500,000 | ||||
Loss on extinguishment of debt | 5,274 | 0 | $ 0 | ||
J2 Global | Discontinued Operations | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Percentage of Consensus stock distributed | 80.10% | ||||
Loss on extinguishment of debt | 8,750,000 | $ 37,969,000 | $ 0 | ||
Net reimbursement for Consensus | $ 11,600 | 11,600 | |||
Consensus Cloud Solutions | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Noncontrolling interest, ownership percentage by parent | 19.90% | ||||
Bridge Loan | Bridge Loan | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Loss on extinguishment of debt | $ 8,800 |
Discontinued Operations and D_4
Discontinued Operations and Dispositions - Key Components Of Cash Flows From Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Loss on extinguishment of debt | $ 5,274 | $ 0 | $ 0 |
Amortization of financing costs and discounts | 26,090 | 28,476 | 14,038 |
Deferred taxes | (21,447) | 307 | (7,514) |
Discontinued Operations | J2 Global | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Capital expenditures | 15,252,000 | 16,237,000 | 6,996,000 |
Depreciation and amortization | 9,010,000 | 11,759,000 | 10,270,000 |
Loss on extinguishment of debt | 8,750,000 | 37,969,000 | 0 |
Amortization of financing costs and discounts | 0 | 1,171,000 | 1,428,000 |
Foreign currency remeasurement gain | 0 | 31,537,000 | 0 |
Deferred taxes | $ 8,015,000 | $ 5,534,000 | $ (55,931,000) |
Discontinued Operations and D_5
Discontinued Operations and Dispositions - Key Components of Income From Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 07, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Income from discontinued operations, net of income taxes | $ (23,106) | $ 40,520 | $ 38,762 | $ 39,143 | $ 16,126 | $ 46,756 | $ 36,436 | $ 22,690 | $ 95,319 | $ 122,008 | $ 177,913 | |
6.0% Senior Notes | Senior Notes | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Stated interest rate | 6.00% | |||||||||||
Discontinued Operations | J2 Global | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Revenues | 270,248 | 330,764 | 321,590 | |||||||||
Cost of revenues | (44,306) | (53,379) | (49,991) | |||||||||
Sales and marketing | (40,980) | (47,116) | (51,522) | |||||||||
Research, development and engineering | (5,814) | (7,146) | (9,745) | |||||||||
General and administrative | (39,279) | (26,852) | (21,475) | |||||||||
Interest expense and other | (13,856) | (44,220) | (44,080) | |||||||||
Income before income taxes | 126,013 | 152,051 | 144,777 | |||||||||
Income tax expense (benefit) | 30,694 | 30,043 | (33,136) | |||||||||
Income from discontinued operations, net of income taxes | $ 95,319 | $ 122,008 | $ 177,913 |
Discontinued Operations and D_6
Discontinued Operations and Dispositions - Major Classes of Assets and Liabilities of Discontinued Operations That Were Included in the Company’s Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
ASSETS | ||||
Cash and cash equivalents | $ 0 | $ 66,210 | $ 51,141 | $ 73,952 |
Current assets, discontinued operations | 0 | 84,029 | ||
Total assets, discontinued operations | 0 | 567,551 | ||
LIABILITIES | ||||
Current liabilities, discontinued operations | 0 | 61,192 | ||
Liability for uncertain tax positions | $ 42,546 | 53,089 | ||
J2 Global | Discontinued Operations | ||||
ASSETS | ||||
Cash and cash equivalents | 66,210 | |||
Accounts receivable, net | 16,071 | |||
Prepaid expenses and other current assets | 1,748 | |||
Current assets, discontinued operations | 84,029 | |||
Property and equipment, net | 25,053 | |||
Operating lease right-of-use assets | 25,711 | |||
Trade names, net | 29,350 | |||
Customer relationships, net | 13,678 | |||
Goodwill | 342,430 | |||
Other purchased intangibles, net | 1,681 | |||
Deferred income taxes, noncurrent | 44,350 | |||
Other non-current assets | 1,269 | |||
Total assets, discontinued operations | 567,551 | |||
LIABILITIES | ||||
Trade accounts payable and accrued expenses | 32,795 | |||
Income taxes payable, current | 1,307 | |||
Deferred revenue, current | 24,512 | |||
Operating lease liabilities, current | 2,578 | |||
Current liabilities, discontinued operations | 61,192 | |||
Deferred revenue, noncurrent | 240 | |||
Operating lease liabilities, noncurrent | 25,549 | |||
Liability for uncertain tax positions | 3,993 | |||
Deferred income taxes, noncurrent | 5,392 | |||
Other long-term liabilities | 3,063 | |||
Total liabilities, discontinued operations | $ 99,429 |
Discontinued Operations and D_7
Discontinued Operations and Dispositions B2B Backup and Voice Asset Sales (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
(Loss) gain on sale of businesses | $ (21,798) | $ 17,122 | $ 0 | |
Goodwill impairment on business | 32,629 | $ 0 | $ 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] | ||||
Goodwill impairment on business | $ 32,600 | |||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gain (loss) on disposal | 17,100 | |||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Voice Assets | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
(Loss) gain on sale of businesses | 2,800 | |||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | B2B Backup Business | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
(Loss) gain on sale of businesses | (24,600) | |||
Goodwill impairment on business | $ 32,600 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Oct. 08, 2021 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Unrealized gain on short-term investment | $ 298,500 | |||
Short-term investments | 229,200 | $ 663 | ||
Outstanding note paid down | 0 | 400 | $ 0 | |
Consensus Cloud Solutions | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Noncontrolling interest, ownership percentage by parent | 19.90% | |||
Level 1 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term debt | 1,300,000 | |||
Level 2 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term debt | 2,000,000 | |||
Level 3 | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Contingent consideration payments | 2,050 | 37,645 | ||
Gain (loss) recognized in earnings from change in the fair value of contingent consideration | 1,910 | 80 | ||
Fiscal 2019 Acquisitions | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Notes payable | 5,500 | |||
Outstanding note paid down | $ 5,100 | |||
Other Business Acquisitions | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
High-end of potential contingent consideration | 14,900 | |||
Contingent consideration payments | 2,100 | 37,600 | ||
3.25% Convertible Notes | Convertible Debt | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Long-term debt | $ 0 | $ 593,100 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Measurement Inputs and Valuation Techniques (Details) - Option-Based Model | Dec. 31, 2021 |
Risk free rate | Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent Consideration | 0.019 |
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 | 0.020 |
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 | 0.136 |
Probabilities | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent Consideration | 1 |
Probabilities | Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent Consideration | 0.100 |
Probabilities | Weighted Average | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent Consideration | 0.805 |
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 | 0.269 |
Present value factor | Weighted Average | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent Consideration | 0.190 |
Discount rate | Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Contingent Consideration | 0.273 |
Discount rate | Maximum | |
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 | 0.307 |
Fair Value Measurements - Fai_2
Fair Value Measurements - Fair Values of Financial Instruments Measured On Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investment in Consensus | $ 229,200 | |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investment in Consensus | 229,200 | |
Total assets measured at fair value | 373,455 | $ 11,076 |
Contingent consideration | 5,775 | 5,022 |
Long-term debt | 1,345,311 | 1,960,527 |
Total liabilities measured at fair value | 1,351,086 | 1,965,549 |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investment in Consensus | 229,200 | |
Total assets measured at fair value | 373,455 | 11,076 |
Contingent consideration | 5,775 | 5,022 |
Long-term debt | 1,579,021 | |
Total liabilities measured at fair value | 1,096,402 | 1,584,043 |
Money market and other funds | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Money market and other funds | 144,255 | 10,413 |
Money market and other funds | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Money market and other funds | 144,255 | 10,413 |
Corporate debt securities | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Corporate debt securities | 663 | |
Corporate debt securities | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Corporate debt securities | 663 | |
Level 1 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 1,300,000 | |
Level 1 | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investment in Consensus | 229,200 | |
Total assets measured at fair value | 373,455 | 10,413 |
Contingent consideration | 0 | 0 |
Long-term debt | 1,345,311 | 1,960,527 |
Total liabilities measured at fair value | 1,345,311 | 1,960,527 |
Level 1 | Money market and other funds | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Money market and other funds | 144,255 | 10,413 |
Level 1 | Corporate debt securities | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Corporate debt securities | 0 | |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 2,000,000 | |
Level 2 | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investment in Consensus | 0 | |
Total assets measured at fair value | 0 | 663 |
Contingent consideration | 0 | 0 |
Long-term debt | 0 | 0 |
Total liabilities measured at fair value | 0 | 0 |
Level 2 | Money market and other funds | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Money market and other funds | 0 | 0 |
Level 2 | Corporate debt securities | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Corporate debt securities | 663 | |
Level 3 | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investment in Consensus | 0 | |
Total assets measured at fair value | 0 | 0 |
Contingent consideration | 5,775 | 5,022 |
Long-term debt | 0 | 0 |
Total liabilities measured at fair value | 5,775 | 5,022 |
Level 3 | Money market and other funds | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Money market and other funds | $ 0 | 0 |
Level 3 | Corporate debt securities | Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Corporate debt securities | $ 0 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Level 3 Financial Liabilities Measured on Recurring Basis (Details) - Level 3 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 5,022 | $ 37,887 |
Contingent consideration | 4,713 | 4,860 |
Total fair value adjustments reported in earnings | (1,910) | (80) |
Contingent consideration payments | (2,050) | (37,645) |
Ending balance | $ 5,775 | $ 5,022 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 352,322 | $ 325,916 |
Less: Accumulated depreciation and amortization | (191,113) | (194,392) |
Total property and equipment, net | 161,209 | 131,524 |
Computers and related equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 343,101 | 317,013 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 934 | 2,574 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 8,287 | $ 6,329 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property And Equipment [Abstract] | |||
Depreciation and amortization expense | $ 63.6 | $ 60.6 | $ 48 |
Disposals of long-lived assets | $ 11 | $ 0.9 | $ 0.3 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 185.7 | $ 156.4 | $ 173.8 |
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 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Changes in Carrying Amounts of Goodwill (Details) - USD ($) $ in Thousands | Sep. 17, 2021 | Feb. 09, 2021 | Aug. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill [Line Items] | ||||||
Beginning balance | $ 1,525,000 | $ 1,313,101 | ||||
Goodwill acquired | 97,032 | 202,901 | ||||
Goodwill written off related to sale of a business | (50,277) | (4,751) | ||||
Purchase accounting adjustments | (932) | 7,591 | ||||
Foreign exchange translation | (6,739) | 6,158 | ||||
Goodwill impairment on business | (32,629) | 0 | $ 0 | |||
Ending balance | 1,531,455 | 1,525,000 | 1,313,101 | |||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | B2B Backup Business | ||||||
Goodwill [Line Items] | ||||||
Goodwill written off related to sale of a business | $ (49,000) | |||||
Goodwill impairment on business | (32,600) | |||||
Cybersecurity and Martech | ||||||
Goodwill [Line Items] | ||||||
Beginning balance | 582,066 | |||||
Ending balance | 534,796 | 582,066 | ||||
Digital Media | ||||||
Goodwill [Line Items] | ||||||
Beginning balance | 942,934 | |||||
Ending balance | 996,659 | 942,934 | ||||
Voice, Backup, Security and CPP Segment | ||||||
Goodwill [Line Items] | ||||||
Goodwill written off related to sale of a business | $ (1,300) | |||||
Reportable segments | Cybersecurity and Martech | ||||||
Goodwill [Line Items] | ||||||
Beginning balance | 582,066 | 557,940 | ||||
Goodwill acquired | 41,328 | 24,950 | ||||
Goodwill written off related to sale of a business | (50,277) | (4,751) | ||||
Purchase accounting adjustments | 505 | (2,130) | ||||
Foreign exchange translation | (6,197) | 6,057 | ||||
Goodwill impairment on business | (32,629) | |||||
Ending balance | 534,796 | 582,066 | 557,940 | |||
Reportable segments | Digital Media | ||||||
Goodwill [Line Items] | ||||||
Beginning balance | 942,934 | 755,161 | ||||
Goodwill acquired | 55,704 | 177,951 | ||||
Goodwill written off related to sale of a business | 0 | 0 | ||||
Purchase accounting adjustments | (1,437) | 9,721 | ||||
Foreign exchange translation | (542) | 101 | ||||
Goodwill impairment on business | 0 | |||||
Ending balance | $ 996,659 | $ 942,934 | $ 755,161 | |||
Reportable segments | Voice, Backup, Security and CPP Segment | ||||||
Goodwill [Line Items] | ||||||
Goodwill written off related to sale of a business | $ (4,800) |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Goodwill and Accumulated Impairment Charges (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill [Line Items] | |||
Gross Carrying Amount | $ 1,564,084 | $ 1,525,000 | |
Accumulated Impairment Charges | 32,629 | 0 | |
Net Book Value | 1,531,455 | 1,525,000 | $ 1,313,101 |
Cybersecurity and Martech | |||
Goodwill [Line Items] | |||
Gross Carrying Amount | 567,425 | 582,066 | |
Accumulated Impairment Charges | 32,629 | 0 | |
Net Book Value | 534,796 | 582,066 | |
Digital Media | |||
Goodwill [Line Items] | |||
Gross Carrying Amount | 996,659 | 942,934 | |
Accumulated Impairment Charges | 0 | 0 | |
Net Book Value | $ 996,659 | $ 942,934 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Finite Lived Intangibles Acquired (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Amortization Period | 9 years 8 months 12 days | 10 years |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Amortization Period | 8 years 1 month 6 days | 8 years |
Other purchased intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Amortization Period | 9 years 3 months 18 days | 9 years 8 months 12 days |
SEOmoz Acquisition | ||
Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 35,183 | |
SEOmoz Acquisition | Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Amortization Period | 5 years | |
Fair Value | $ 7,406 | |
SEOmoz Acquisition | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Amortization Period | 5 years 2 months 12 days | |
Fair Value | $ 5,000 | |
SEOmoz Acquisition | Other purchased intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Amortization Period | 5 years | |
Fair Value | $ 22,777 | |
Fiscal 2020 Acquisitions | ||
Finite-Lived Intangible Assets [Line Items] | ||
Fair Value | $ 42,005 | |
Fiscal 2020 Acquisitions | Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Amortization Period | 3 years 8 months 12 days | |
Fair Value | $ 8,943 | |
Fiscal 2020 Acquisitions | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Amortization Period | 6 years 9 months 18 days | |
Fair Value | $ 16,945 | |
Fiscal 2020 Acquisitions | Other purchased intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Amortization Period | 3 years 7 months 6 days | |
Fair Value | $ 16,117 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Intangible Assets Subject to Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Historical Cost | $ 1,391,293 | $ 1,496,714 |
Accumulated Amortization | 818,568 | 799,854 |
Net | $ 572,725 | $ 696,860 |
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 8 months 12 days | 10 years |
Historical Cost | $ 250,418 | $ 247,189 |
Accumulated Amortization | 102,657 | 88,636 |
Net | $ 147,761 | $ 158,553 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average amortization period | 8 years 1 month 6 days | 8 years |
Historical Cost | $ 673,847 | $ 746,330 |
Accumulated Amortization | 398,396 | 382,815 |
Net | $ 275,451 | $ 363,515 |
Customer relationships | Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average amortization period | 4 years | 4 years |
Customer relationships | 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 | 9 years 3 months 18 days | 9 years 8 months 12 days |
Historical Cost | $ 467,028 | $ 503,195 |
Accumulated Amortization | 317,515 | 328,403 |
Net | $ 149,513 | $ 174,792 |
Goodwill And Intangible Asset_7
Goodwill And Intangible Assets - Expected Amortization Expenses for Intangible Assets Subject To Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 148,268 | |
2023 | 126,458 | |
2024 | 82,499 | |
2025 | 81,285 | |
2026 | 65,253 | |
Thereafter | 68,962 | |
Net | $ 572,725 | $ 696,860 |
Debt - Summary of Long-term Deb
Debt - Summary of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Oct. 08, 2021 | Dec. 31, 2020 | Oct. 07, 2020 | Nov. 15, 2019 | Jun. 10, 2014 |
Debt Instrument [Line Items] | ||||||
Gross long-term debt | $ 1,191,276 | |||||
Less: Unamortized discount | (91,593) | $ (112,798) | ||||
Deferred issuance costs | (9,056) | (11,505) | ||||
Total debt | 1,090,627 | 1,579,021 | ||||
Less: current portion | (54,609) | (396,801) | ||||
Total long-term debt, less current portion | 1,036,018 | 1,182,220 | ||||
Senior Notes | 4.625% Senior Notes Due in 2030 | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 4.625% | 4.625% | ||||
Gross long-term debt | 641,276 | 750,000 | $ 750,000 | |||
Less: Unamortized discount | (4,259) | |||||
Deferred issuance costs | (1,339) | |||||
Total debt | 635,678 | |||||
Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Gross long-term debt | 1,191,276 | 1,702,414 | ||||
Convertible Debt | 3.25% Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 3.25% | |||||
Gross long-term debt | 0 | 402,414 | ||||
Less: Unamortized discount | 0 | (4,644) | $ (59,000) | |||
Deferred issuance costs | 0 | (855) | ||||
Total debt | 0 | 396,915 | ||||
Convertible Debt | 1.75% Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 1.75% | |||||
Gross long-term debt | 550,000 | 550,000 | ||||
Less: Unamortized discount | (87,334) | (102,631) | $ (118,900) | |||
Deferred issuance costs | (7,717) | (8,889) | $ (2,800) | |||
Total debt | 454,949 | 438,480 | ||||
Loans Payable | Paycheck Protection Program, CARES Act | ||||||
Debt Instrument [Line Items] | ||||||
Gross long-term debt | $ 0 | $ 910 |
Debt - Future Principal Payment
Debt - Future Principal Payments for Debt (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Long-term Debt, Unclassified [Abstract] | |
2022 | $ 54,609 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
Thereafter | 1,136,667 |
Total gross long-term debt | $ 1,191,276 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Oct. 08, 2021USD ($) | Oct. 07, 2021USD ($)$ / shares | Oct. 06, 2021 | Sep. 16, 2021USD ($)extension | Oct. 07, 2020USD ($)fiscalQuarterPeriod | Nov. 15, 2019USD ($)tradingDay$ / shares | Jun. 27, 2017USD ($) | Jun. 10, 2014USD ($) | Dec. 31, 2021USD ($)tradingDay | Dec. 31, 2020USD ($)tradingDay | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Jan. 31, 2022USD ($) | Apr. 07, 2021USD ($) |
Debt Instrument [Line Items] | |||||||||||||||
Interest expense | $ 79,600,000 | $ 58,100,000 | $ 26,100,000 | ||||||||||||
Redemption premium | 1,096,000 | 29,250,000 | 0 | ||||||||||||
Loss on extinguishment of debt | 5,274,000 | 0 | 0 | ||||||||||||
Repayments of long-term debt | 512,388,000 | 650,000,000 | 5,100,000 | ||||||||||||
Reacquisition of 3.25% Convertible Notes, net of tax | 390,526,000 | ||||||||||||||
If-converted value in excess of the principal amount | 173,300,000 | ||||||||||||||
Total fair value adjustments reported in earnings | 0 | 0 | (800,000) | ||||||||||||
Debt issuance costs | $ 9,056,000 | $ 11,505,000 | 9,056,000 | 11,505,000 | |||||||||||
Issuance of senior notes | $ 500,000,000 | ||||||||||||||
Revolving Credit Facility | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | ||||||||||||||
Increases in commitment | 250,000,000 | ||||||||||||||
Total aggregate commitment | $ 350,000,000 | ||||||||||||||
Senior Notes | 6.0% Senior Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Stated interest rate | 6.00% | ||||||||||||||
Face amount | $ 650,000,000 | ||||||||||||||
Proceeds from debt, net of issuance costs | $ 636,500,000 | ||||||||||||||
Redemption payment of senior notes | $ 694,600,000 | ||||||||||||||
Redemption premium | 29,200,000 | ||||||||||||||
Payments of interest | 15,400,000 | ||||||||||||||
Loss on extinguishment of debt | $ 38,000,000 | ||||||||||||||
Senior Notes | 4.625% Senior Notes Due in 2030 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Stated interest rate | 4.625% | 4.625% | |||||||||||||
Face amount | $ 750,000,000 | ||||||||||||||
Proceeds from debt, net of issuance costs | $ 742,700,000 | ||||||||||||||
Loss on extinguishment of debt | $ 7,400,000 | 600,000 | |||||||||||||
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 | ||||||||||||||
Aggregate principle | 83,300,000 | 25,400,000 | |||||||||||||
Extinguishment of debt, aggregate purchase price | $ 90,000,000 | ||||||||||||||
Aggregate purchase price | 26,000,000 | ||||||||||||||
Fair value of senior notes | 659,900,000 | 796,900,000 | 659,900,000 | 796,900,000 | |||||||||||
Debt issuance costs | 1,339,000 | 1,339,000 | |||||||||||||
Senior Notes | 4.625% Senior Notes Due in 2030 | Subsequent Event | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Senior notes redeemed | $ 54,600,000 | ||||||||||||||
Senior Notes | 4.625% Senior Notes Due in 2030 | Debt Instrument, Redemption, Period One | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Percentage of principal amount redeemed | 40.00% | ||||||||||||||
Redemption price, percentage | 104.625% | ||||||||||||||
Senior Notes | 4.625% Senior Notes Due in 2030 | Debt Instrument, Redemption, Period Two | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Redemption price, percentage | 100.00% | ||||||||||||||
Convertible Debt | 3.25% Convertible Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest expense | 11,494,000 | 24,546,000 | $ 23,852,000 | ||||||||||||
Stated interest rate | 3.25% | ||||||||||||||
Face amount | $ 402,500,000 | ||||||||||||||
Loss on extinguishment of debt | (2,800,000) | ||||||||||||||
Fair value of senior notes | $ 0 | $ 593,100,000 | $ 0 | 593,100,000 | |||||||||||
Contingent interest payment period | 6 months | ||||||||||||||
Trading period | 5 days | ||||||||||||||
Contingent interest, minimum trading price per principal amount | $ 1,300 | ||||||||||||||
Conversion shares issued as extinguishment cost on 3.25% convertible notes (in shares) | shares | 3,050,850 | ||||||||||||||
Repayments of long-term debt | $ 402,400,000 | ||||||||||||||
Convertible debt conversion ratio | 1.30 | 0.0147632 | |||||||||||||
Convertible debt threshold trading days | tradingDay | 20 | ||||||||||||||
Convertible debt threshold consecutive trading days | tradingDay | 30 | ||||||||||||||
Borrowing rates of similar debt without the conversion feature | 5.79% | ||||||||||||||
Convertible debt carrying amount of equity component | $ 37,700,000 | $ 0 | $ 37,688,000 | $ 0 | $ 37,688,000 | ||||||||||
Effective interest rate | 5.81% | ||||||||||||||
Convertible debt remaining discount amortization period | 6 months | ||||||||||||||
Debt issuance costs | 0 | 855,000 | 0 | $ 855,000 | |||||||||||
Convertible Debt | 1.75% Convertible Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest expense | 26,136,000 | 25,314,000 | |||||||||||||
Stated interest rate | 1.75% | ||||||||||||||
Face amount | $ 550,000,000 | ||||||||||||||
Proceeds from debt, net of issuance costs | $ 537,100,000 | ||||||||||||||
Fair value of senior notes | 685,400,000 | 569,700,000 | 685,400,000 | 569,700,000 | |||||||||||
Convertible debt conversion ratio | 0.0093783 | 0.0079864 | |||||||||||||
Convertible debt conversion price (in usd per share) | $ / shares | $ 106.63 | $ 125.21 | |||||||||||||
Borrowing rates of similar debt without the conversion feature | 5.50% | ||||||||||||||
Convertible debt carrying amount of equity component | $ 88,100,000 | 88,138,000 | 88,138,000 | $ 88,138,000 | 88,138,000 | ||||||||||
Effective interest rate | 5.50% | ||||||||||||||
Convertible debt remaining discount amortization period | 4 years 9 months 18 days | ||||||||||||||
Debt issuance costs | $ 2,800,000 | $ 7,717,000 | $ 8,889,000 | $ 7,717,000 | $ 8,889,000 | ||||||||||
Gross debt issuance costs | 12,900,000 | ||||||||||||||
Accumulated amortization of debt issuance costs | $ 10,100,000 | ||||||||||||||
Convertible Debt | 1.75% Convertible Notes | Debt Instrument, Redemption, Period One | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible debt conversion ratio | 1.30 | ||||||||||||||
Convertible debt threshold trading days | tradingDay | 20 | ||||||||||||||
Convertible debt threshold consecutive trading days | tradingDay | 30 | ||||||||||||||
Convertible Debt | 1.75% Convertible Notes | Debt Instrument, Redemption, Period Two | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible debt conversion ratio | 0.98 | ||||||||||||||
Convertible debt threshold trading days | tradingDay | 5 | ||||||||||||||
Convertible debt threshold consecutive trading days | tradingDay | 10 | ||||||||||||||
Bridge Loan | Bridge Loan | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Loss on extinguishment of debt | 8,800,000 | ||||||||||||||
Aggregate purchase price | 485,000,000 | ||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 485,000,000 | ||||||||||||||
Number of extensions | extension | 2 | ||||||||||||||
Debt instrument, funding fee percentage | 0.50% | ||||||||||||||
Debt instrument , duration fee percentage | 0.25% | ||||||||||||||
Costs and interest incurred | $ 5,100,000 | ||||||||||||||
Bridge Loan | Bridge Loan | Base Rate | Initial Funding | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Derivative variable rate | 2.00% | ||||||||||||||
Bridge Loan | Bridge Loan | Base Rate | Six To Twelve Months After Funding Member | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Derivative variable rate | 2.50% | ||||||||||||||
Bridge Loan | Bridge Loan | Base Rate | Twelve Months After Funding Until Repayment | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Derivative variable rate | 3.00% | ||||||||||||||
Bridge Loan | Bridge Loan | London Interbank Offered Rate (LIBOR) | Initial Funding | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Derivative variable rate | 3.00% | ||||||||||||||
Bridge Loan | Bridge Loan | London Interbank Offered Rate (LIBOR) | Six To Twelve Months After Funding Member | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Derivative variable rate | 3.50% | ||||||||||||||
Bridge Loan | Bridge Loan | London Interbank Offered Rate (LIBOR) | Twelve Months After Funding Until Repayment | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Derivative variable rate | 4.00% |
Debt - Additional Information R
Debt - Additional Information Related to Senior and Convertible Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 07, 2020 | Nov. 15, 2019 | Jun. 10, 2014 |
Debt Instrument [Line Items] | |||||
Principal amount | $ 1,191,276 | ||||
Less: Unamortized discount | (91,593) | $ (112,798) | |||
Deferred issuance costs | (9,056) | (11,505) | |||
Total debt | 1,090,627 | 1,579,021 | |||
Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Principal amount | 1,191,276 | 1,702,414 | |||
4.625% Senior Notes Due in 2030 | Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Principal amount | 641,276 | 750,000 | $ 750,000 | ||
Less: Unamortized discount | (4,259) | ||||
Deferred issuance costs | (1,339) | ||||
Total debt | 635,678 | ||||
3.25% Convertible Notes | Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Additional paid-in capital | 0 | 37,688 | $ 37,700 | ||
Principal amount | 0 | 402,414 | |||
Less: Unamortized discount | 0 | (4,644) | $ (59,000) | ||
Deferred issuance costs | 0 | (855) | |||
Total debt | 0 | 396,915 | |||
1.75% Convertible Notes | Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Additional paid-in capital | 88,138 | 88,138 | $ 88,100 | ||
Principal amount | 550,000 | 550,000 | |||
Less: Unamortized discount | (87,334) | (102,631) | (118,900) | ||
Deferred issuance costs | (7,717) | (8,889) | $ (2,800) | ||
Total debt | $ 454,949 | $ 438,480 |
Debt - Components of Interest E
Debt - Components of Interest Expense Related to Convertible Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||
Total interest expense related to Convertible Notes | $ 79,600 | $ 58,100 | $ 26,100 |
3.25% Convertible Notes | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Cash interest expense (coupon interest expense) | 5,994 | 13,080 | 13,081 |
Non-cash amortization of discount on Convertible Notes | 4,645 | 9,717 | 9,171 |
Amortization of debt issuance costs | 855 | 1,749 | 1,600 |
Total interest expense related to Convertible Notes | 11,494 | 24,546 | $ 23,852 |
1.75% Convertible Notes | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Cash interest expense (coupon interest expense) | 9,625 | 9,653 | |
Non-cash amortization of discount on Convertible Notes | 15,338 | 14,563 | |
Amortization of debt issuance costs | 1,173 | 1,098 | |
Total interest expense related to Convertible Notes | $ 26,136 | $ 25,314 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lessee, Lease, Description [Line Items] | |||
Operating lease renewal term | 5 years | ||
Lease asset impairments and other charges | $ 12,710 | $ 12,121 | $ 0 |
Impairment charge | 3,600 | ||
Sublease income | 2,000 | 2,600 | $ 3,500 |
Future minimum payments due | $ 7,000 | ||
COVID-19 | |||
Lessee, Lease, Description [Line Items] | |||
Lease asset impairments and other charges | $ 2,100 | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease terms | 3 years | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease terms | 5 years |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 31,396 | $ 38,421 |
Short-term lease cost | 2,754 | 1,031 |
Total lease cost | $ 34,150 | $ 39,452 |
Leases - Balance Sheet and Othe
Leases - Balance Sheet and Other Supplemental Operating Lease Information (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 55,617 | $ 80,133 |
Operating lease liabilities, current | 27,156 | 29,634 |
Operating lease liabilities, noncurrent | 53,708 | 73,628 |
Total operating lease liabilities | $ 80,864 | $ 103,262 |
Weighted average remaining lease term | 3 years 10 months 24 days | 4 years |
Weighted average discount rate | 3.48% | 3.68% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 27,798 | $ 27,402 |
Right-of-use assets obtained in exchange for operating lease obligations | $ 9,850 | $ 31,148 |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 28,163 | |
2023 | 21,261 | |
2024 | 17,046 | |
2025 | 8,563 | |
2026 | 5,511 | |
Thereafter | 5,405 | |
Total lease payments | 85,949 | |
Less: Imputed interest | (5,085) | |
Present value of operating lease liabilities | $ 80,864 | $ 103,262 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Estimate of possible loss | $ 24 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ (8,435) | $ 15,112 | $ 14,227 |
State | (248) | 4,300 | 1,002 |
Foreign | 15,931 | 18,631 | 6,045 |
Total current | 7,248 | 38,043 | 21,274 |
Deferred: | |||
Federal | (17,132) | (6,022) | (2,004) |
State | (5,044) | (67) | (3,849) |
Foreign | 729 | 6,396 | (1,661) |
Total deferred | (21,447) | 307 | (7,514) |
Total provision | $ (14,199) | $ 38,350 | $ 13,760 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes [Line Items] | ||||
Effective income tax rate reconciliation, tax exempt income, amount | $ 298,500,000 | |||
Total deferred tax assets | 65,119,000 | $ 72,612,000 | ||
Valuation allowance | 1,812,000 | 8,262,000 | ||
Increase (decrease) in valuation allowance | 6,500,000 | |||
Deferred tax asset, interest carryforward | 23,300,000 | 0 | ||
Undistributed earnings from foreign subsidiaries | 322,800,000 | |||
Cash paid for income taxes, net of refunds received | 61,200,000 | 45,000,000 | $ 45,900,000 | |
Prepaid tax payments | 800,000 | 3,000,000 | ||
Income before income taxes, domestic operations | 279,700,000 | (2,000,000) | 1,400,000 | |
Income before income taxes, foreign operations | 71,700,000 | 80,400,000 | 53,400,000 | |
Unrecognized tax benefits | 39,527,000 | 46,032,000 | 43,687,000 | $ 40,842,000 |
Unrecognized tax benefits, if recognized, would affect the Company’s effective tax rat | 35,600,000 | 44,900,000 | 42,700,000 | |
Unrecognized tax benefits, interest and penalties accrued | 5,700,000 | 7,200,000 | 5,000,000 | |
Unrecognized tax benefits, interest and penalty expense (benefit) | (1,500,000) | 2,800,000 | $ 2,600,000 | |
Domestic Tax Authority | Capital Loss Carryforward | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforward, amount | 28,700,000 | 0 | ||
State and Local Jurisdiction | Research Tax Credit Carryforward | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforward, amount | 5,100,000 | 9,100,000 | ||
Foreign Tax Authority | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforward, amount | 0 | $ 0 | ||
Capital Losses | ||||
Income Taxes [Line Items] | ||||
Valuation allowance | 6,300,000 | |||
Domestic Tax Authority | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards (“NOLs”) | 37,200,000 | |||
NOLs subject to expiration | 36,700,000 | |||
NOLs not subject to expiration | $ 500,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Federal Income Tax Rate with Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Statutory tax rate | 21.00% | 21.00% | 21.00% |
State income taxes, net | (1.30%) | 1.80% | 0.80% |
Foreign rate differential | (0.30%) | 2.80% | (0.70%) |
Foreign income inclusion | 0.70% | 5.20% | 4.40% |
Foreign tax credit | (0.80%) | (4.30%) | (4.50%) |
Reserve for uncertain tax positions | (2.40%) | 11.50% | 9.30% |
Valuation allowance | (1.70%) | 9.90% | 0.20% |
Impact on deferred taxes of enacted tax law and rate changes | (0.50%) | 3.30% | (1.30%) |
Tax credits and incentives | (1.50%) | (7.20%) | (9.20%) |
Mark-to market on investment in Consensus | (18.00%) | 0.00% | 0.00% |
Return to provision adjustments | 0.50% | 2.40% | 0.20% |
Executive compensation | 0.70% | 2.70% | 5.30% |
Other | (0.40%) | (0.20%) | (0.40%) |
Effective tax rates | (4.00%) | 48.90% | 25.10% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 28,393 | $ 21,134 |
Tax credit carryforwards | 2,801 | 9,022 |
Accrued expenses | 12,548 | 17,393 |
Allowance for bad debt | 2,116 | 3,757 |
Share-based compensation expense | 3,545 | 5,923 |
Impairment of investments | 0 | 6,714 |
Deferred revenue | 4,331 | 912 |
State taxes | 3,771 | 4,948 |
Other | 9,426 | 11,071 |
Deferred tax assets, gross | 66,931 | 80,874 |
Less: valuation allowance | (1,812) | (8,262) |
Total deferred tax assets | 65,119 | 72,612 |
Deferred tax liabilities: | ||
Basis difference in property and equipment | (8,337) | (17,126) |
Basis difference in intangible assets | (117,244) | (129,301) |
Unrealized gains on investments | (11,291) | 0 |
Prepaid insurance | (3,121) | (2,703) |
Convertible debt | (21,972) | (65,192) |
Other | (6,219) | (3,403) |
Total deferred tax liabilities | (168,184) | (217,725) |
Net deferred tax liabilities | $ (103,065) | $ (145,113) |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 46,032 | $ 43,687 | $ 40,842 |
Increases related to tax positions during a prior year | 3,448 | 3,953 | 5,285 |
Decreases related to tax positions taken during a prior year | (5,511) | (244) | 0 |
Increases related to tax positions taken in the current year | 4,675 | 4,264 | 3,991 |
Settlements | 0 | (5,628) | (5,831) |
Decreases related to expiration of statute of limitations | (9,117) | 0 | (600) |
Ending balance | $ 39,527 | $ 46,032 | $ 43,687 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Jan. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 06, 2020 | Dec. 31, 2017 | Feb. 29, 2012 | |
Class of Stock [Line Items] | ||||||||
Number of remaining shares available for purchase (in shares) | 7,063,690 | |||||||
Repurchase of shares of common stock | $ 47,741 | |||||||
Number of shares purchased from plan participants (in shares) | 251,946 | 111,451 | 71,077 | |||||
3.25% Convertible Notes | Convertible Debt | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion shares issued as extinguishment cost on 3.25% convertible notes (in shares) | 3,050,850 | |||||||
2012 Repurchase Program | ||||||||
Class of Stock [Line Items] | ||||||||
Maximum number of shares authorized to be repurchased (in shares) | 5,000,000 | |||||||
Number of remaining shares available for purchase (in shares) | 2,873,920 | |||||||
Repurchased shares, aggregate amount | $ 204,600 | |||||||
Shares repurchased under the program (in shares) | 1,140,819 | 197,870 | 600,000 | |||||
Repurchase of shares of common stock | $ 87,500 | $ 16,000 | $ 42,500 | |||||
2020 Repurchase Program | ||||||||
Class of Stock [Line Items] | ||||||||
Maximum number of shares authorized to be repurchased (in shares) | 10,000,000 | |||||||
Shares repurchased under the program (in shares) | 445,711 | 2,490,599 | ||||||
Repurchase of shares of common stock | $ 47,700 | $ 177,800 | ||||||
2020 Repurchase Program | Subsequent Event | ||||||||
Class of Stock [Line Items] | ||||||||
Shares repurchased under the program (in shares) | 554,289 | |||||||
Repurchase of shares of common stock | $ 58,700 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Dividends Declared (Details) - $ / shares | May 02, 2019 | Feb. 06, 2019 |
Equity [Abstract] | ||
Dividend per common share (in usd per share) | $ 0.4550 | $ 0.4450 |
Stock Based Compensation - Narr
Stock Based Compensation - Narrative (Details) | May 01, 2018 | Feb. 02, 2018 | May 31, 2001 | Dec. 31, 2021USD ($)factor$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of options outstanding (in shares) | 440,574 | 475,601 | 518,341 | 707,777 | |||
Granted (in usd per share) | $ / shares | $ 0 | $ 0 | $ 0 | ||||
Exercised (in usd per share) | $ / shares | 41.63 | 23.11 | 32.39 | ||||
Canceled (in usd per share) | $ / shares | $ 0 | $ 0 | $ 0 | ||||
Options exercisable (in shares) | 168,614 | 175,601 | 163,741 | ||||
Options exercisable (in usd per share) | $ / shares | $ 67.62 | $ 60.35 | $ 45.94 | ||||
Total intrinsic values of options exercised in period | $ | $ 5,800,000 | $ 3,000,000 | $ 10,400,000 | ||||
Total fair value of options vested | $ | 1,000,000 | 1,000,000 | 1,000,000 | ||||
Exercise of stock options | $ | 2,939,000 | 1,619,000 | 5,274,000 | ||||
Tax benefit realized for the tax deductions from option exercises | $ | $ 1,900,000 | $ 700,000 | $ 2,400,000 | ||||
Estimated forfeiture rates | 12.40% | 13.00% | 13.90% | ||||
Issuance of common stock under employee stock purchase plan | $ | $ 9,231,000 | $ 7,382,000 | $ 4,512,000 | ||||
Share-based Payment Arrangement, Option | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Incremental award ratio | factor | 1.09 | ||||||
Terms of award | 10 years | ||||||
Award vesting periods | 5 years | ||||||
Unrecognized compensation cost related to non-vested awards granted | $ | $ 4,800,000 | ||||||
Weighted-average period to recognize compensation cost (in years) | 4 years | ||||||
Restricted Stock and Restricted Stock Unit | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Restricted stock and restricted units granted (in shares) | 246,251 | 129,786 | 117,566 | ||||
Restricted Stock and Restricted Stock Unit | 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 | Chief Executive Officer | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting periods | 8 years | ||||||
Market-based Restricted Stock Awards | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted-average period to recognize compensation cost (in years) | 3 years 6 months 3 days | ||||||
Restricted stock and restricted units granted (in shares) | 73,094 | 82,112 | 74,051 | ||||
Weighted-average grant-date fair values of restricted stock awards granted (in usd per share) | $ / shares | $ 94.40 | $ 70.99 | $ 69.99 | ||||
Restricted Stock and Restricted Stock Unit, Market-based Restricted Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Tax benefit realized for the tax deductions from option exercises | $ | $ 9,500,000 | $ 2,100,000 | $ 2,400,000 | ||||
Unrecognized compensation cost related to non-vested awards granted | $ | 44,300,000 | ||||||
Total fair value of restricted stock and restricted stock units vested | $ | 68,100,000 | 18,600,000 | 12,700,000 | ||||
Share-based compensation, dividends paid | $ | $ 0 | $ 0 | $ 100,000 | ||||
Restricted Stock Units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, non-option equity instruments, outstanding, number | 360,743 | 209,784 | 20,874 | 41,231 | |||
Share-based payment arrangement, price target, increase (decrease) | $ / shares | $ 21.41 | ||||||
Weighted-average period to recognize compensation cost (in years) | 3 years 10 months 24 days | ||||||
Restricted stock and restricted units granted (in shares) | 319,345 | 210,630 | 3,844 | ||||
Minimum | Restricted Stock and Restricted Stock Unit | 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 | Senior Staff | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting periods | 5 years | ||||||
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 | ||||||
Number of options outstanding (in shares) | 435,135 | ||||||
Number of shares available for issuance (in shares) | 1,709,569 | ||||||
2015 Stock Option Plan | Restricted Stock Units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation arrangement by share-based payment award, non-option equity instruments, outstanding, number | 360,743 | ||||||
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 | ||||||
Market value of common stock on the date of grant for incentive stock options | 85.00% | 95.00% | 85.00% | ||||
Number of shares available for issuance (in shares) | 1,295,691 | ||||||
Estimated forfeiture rates | 11.15% | 11.15% | 5.80% | ||||
Maximum earnings withheld by the employees | 15.00% | ||||||
Offering period for incentive stock options | 6 months | 3 months | |||||
Issuance of shares under Employee Stock Purchase Plan (in shares) | 109,248 | 118,629 | 66,413 | ||||
Employee Stock Purchase Plan | Minimum | Employee Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Purchase price under the Purchase Plan (in usd per share) | $ / shares | $ 72.92 | ||||||
Employee Stock Purchase Plan | Maximum | Employee Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Purchase price under the Purchase Plan (in usd per share) | $ / shares | $ 97.84 | ||||||
Two Thousand Seven Stock Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Maximum issuance of common stock (in shares) | 4,500,000 | ||||||
Common stock exercise price | 85.00% | ||||||
Number of options outstanding (in shares) | 5,439 | ||||||
Number of stocks outstanding (in shares) | 0 |
Stock Based Compensation - Stoc
Stock Based Compensation - Stock Option Activity (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($)factor$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | |
Number of Shares | |||
Beginning balance (in shares) | shares | 475,601 | 518,341 | 707,777 |
Granted (in shares) | shares | 0 | 0 | 0 |
Exercised (in shares) | shares | (70,776) | (42,740) | (189,436) |
Canceled (in shares) | shares | 0 | 0 | 0 |
Adjustment due to Consensus Separation (in shares) | shares | 35,749 | ||
Ending balance (in shares) | shares | 440,574 | 475,601 | 518,341 |
Exercisable (in shares) | shares | 168,614 | 175,601 | 163,741 |
Vested and expected to vest (in shares) | shares | 440,574 | ||
Weighted-Average Exercise Price | |||
Beginning balance (in usd per share) | $ / shares | $ 69.61 | $ 65.77 | $ 56.84 |
Granted (in usd per share) | $ / shares | 0 | 0 | 0 |
Exercised (in usd per share) | $ / shares | 41.63 | 23.11 | 32.39 |
Canceled (in usd per share) | $ / shares | 0 | 0 | 0 |
Adjustment due to consensus separation (in usd per share) | $ / shares | 68.25 | ||
Ending balance (in usd per share) | $ / shares | 68.45 | 69.61 | 65.77 |
Exercisable (in usd per share) | $ / shares | 67.62 | $ 60.35 | $ 45.94 |
Vested and expected to vest (in usd per share) | $ / shares | $ 68.45 | ||
Weighted-Average Remaining Contractual Life (In Years) | |||
Options outstanding at December 31, 2021 | 5 years 11 months 4 days | ||
Exercisable at December 31, 2021 | 5 years 9 months 21 days | ||
Vested and expected to vest at December 31, 2021 | 5 years 11 months 4 days | ||
Aggregate Intrinsic Value | |||
Options outstanding at December 31, 2021 | $ | $ 18,683,104 | ||
Exercisable at December 31, 2021 | $ | 7,290,699 | ||
Vested and expected to vest at December 31, 2021 | $ | $ 18,683,104 | ||
Share-based Payment Arrangement | |||
Aggregate Intrinsic Value | |||
Incremental award ratio | factor | 1.09 | ||
Share-based Payment Arrangement, Option | |||
Aggregate Intrinsic Value | |||
Incremental award ratio | factor | 1.09 |
Stock Based Compensation - Summ
Stock Based Compensation - Summarized Information Concerning Outstanding and Exercisable Options (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number outstanding (in shares) | shares | 440,574 |
Weighted average remaining contractual life | 5 years 11 months 4 days |
Options outstanding, weighted average exercise price (in usd per share) | $ 68.45 |
Number exercisable (in shares) | shares | 168,614 |
Exercisable options, weighted average exercise price (in usd per share) | $ 67.62 |
Range One | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Rnage of exercise price (in usd per share) | $ 27.15 |
Number outstanding (in shares) | shares | 5,439 |
Weighted average remaining contractual life | 2 months 1 day |
Options outstanding, weighted average exercise price (in usd per share) | $ 27.15 |
Number exercisable (in shares) | shares | 5,439 |
Exercisable options, weighted average exercise price (in usd per share) | $ 27.15 |
Range Two | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Rnage of exercise price (in usd per share) | $ 68.97 |
Number outstanding (in shares) | shares | 435,135 |
Weighted average remaining contractual life | 6 years |
Options outstanding, weighted average exercise price (in usd per share) | $ 68.97 |
Number exercisable (in shares) | shares | 163,175 |
Exercisable options, weighted average exercise price (in usd per share) | $ 68.97 |
Stock Based Compensation - Valu
Stock Based Compensation - Valuation Assumptions of Stock Options and Market-based Restricted Stock Awards Granted (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Market-based Restricted Stock Awards | |||
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 | $ 84.58 |
Expected volatility | 30.30% | 27.00% | 28.30% |
Risk-free interest rate | 1.30% | 0.70% | 2.50% |
Share-based Payment Arrangement, Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 35.00% | 25.33% | 24.63% |
Risk-free interest rate | 0.05% | 0.73% | 2.31% |
Expected term (in years) | 6 months | 6 months | 6 months |
Dividend yield | 0.00% | 0.00% | 1.02% |
Weighted average volatility | 35.00% | 25.33% | 24.63% |
Stock Based Compensation - Rest
Stock Based Compensation - Restricted Stock and Restricted Stock Unit Award Activity (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($)factor$ / sharesshares | Dec. 31, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | |
Shares | |||
Adjustment due to Consensus Separation (in shares) | 35,749 | ||
Weighted-Average Grant-Date Fair Value | |||
Adjustment due to consensus separation (in usd per share) | $ / shares | $ 68.25 | ||
Number of Shares | |||
Adjustment due to Consensus Separation (in shares) | 35,749 | ||
Restricted Stock | |||
Shares | |||
Beginning balance (in shares) | 820,566 | 1,105,059 | 1,207,011 |
Granted (in shares) | 0 | 1,268 | 187,773 |
Vested (in shares) | (435,529) | (264,172) | (172,884) |
Canceled (in shares) | (33,194) | (21,589) | (116,841) |
Adjustment due to Consensus Separation (in shares) | 32,120 | ||
Ending balance (in shares) | 383,963 | 820,566 | 1,105,059 |
Weighted-Average Grant-Date Fair Value | |||
Beginning balance (in usd per share) | $ / shares | $ 62.66 | $ 64.76 | $ 64.82 |
Granted (in usd per share) | $ / shares | 0 | 98.63 | 79 |
Vested (in usd per share) | $ / shares | 60.52 | 70.25 | 73.65 |
Canceled (in usd per share) | $ / shares | 83.23 | 79.34 | 72.58 |
Adjustment due to consensus separation (in usd per share) | $ / shares | 74.62 | ||
Ending balance (in usd per share) | $ / shares | $ 41.45 | $ 62.66 | $ 64.76 |
Number of Shares | |||
Granted (in shares) | 0 | 1,268 | 187,773 |
Vested (in shares) | (435,529) | (264,172) | (172,884) |
Canceled (in shares) | (33,194) | (21,589) | (116,841) |
Adjustment due to Consensus Separation (in shares) | 32,120 | ||
Restricted Stock Units (RSUs) | |||
Shares | |||
Granted (in shares) | 319,345 | 210,630 | 3,844 |
Vested (in shares) | (124,761) | (9,029) | (12,343) |
Canceled (in shares) | (60,201) | (12,691) | (11,858) |
Adjustment due to Consensus Separation (in shares) | 16,576 | ||
Number of Shares | |||
Beginning balance (in shares) | 209,784 | 20,874 | 41,231 |
Granted (in shares) | 319,345 | 210,630 | 3,844 |
Vested (in shares) | (124,761) | (9,029) | (12,343) |
Canceled (in shares) | (60,201) | (12,691) | (11,858) |
Adjustment due to Consensus Separation (in shares) | 16,576 | ||
Ending balance (in shares) | 360,743 | 209,784 | 20,874 |
Vested and expected to vest (in shares) | 360,743 | ||
Weighted-Average Remaining Contractual Life (in Years) | |||
Outstanding at December 31, 2021 | 2 years 8 months 15 days | ||
Vested and expected to vest at December 31, 2021 | 2 years 8 months 15 days | ||
Aggregate Intrinsic Value | |||
Outstanding at December 31, 2021 | $ | $ 39,991,969 | ||
Vested and expected to vest at December 31, 2021 | $ | $ 39,991,969 | ||
Share-based Payment Arrangement, Option | |||
Aggregate Intrinsic Value | |||
Incremental award ratio | factor | 1.09 |
Defined Contribution 401(k) S_2
Defined Contribution 401(k) Savings Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Expenses incurred for contributions | $ 4.8 | $ 3.3 | $ 3.5 |
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 | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator for basic and diluted net income per common share: | |||||||||||
Net income from continuing operations | $ 383,612 | $ 2,050 | $ (23,046) | $ 38,779 | $ 41,962 | $ 14,127 | $ 1,665 | $ (29,094) | $ 401,395 | $ 28,660 | $ 40,893 |
Net income available to participating securities | (326) | (120) | (379) | ||||||||
Net income available to the Company’s common shareholders from continuing operations | $ 401,069 | $ 28,540 | $ 40,514 | ||||||||
Denominator: | |||||||||||
Basic (in shares) | 47,778,545 | 46,738,073 | 44,613,533 | 44,399,149 | 44,504,222 | 46,279,515 | 46,850,944 | 47,620,774 | 45,893,928 | 46,308,825 | 47,647,397 |
Dilutive effect of: | |||||||||||
Equity incentive plans | 311,585 | 7,537 | 78,076 | ||||||||
Convertible debt (in shares) | 1,657,232 | 799,247 | 1,300,211 | ||||||||
Common stock and common stock equivalents (in shares) | 48,514,588 | 48,582,585 | 47,528,902 | 46,731,872 | 45,642,292 | 46,309,072 | 47,437,555 | 47,620,774 | 47,862,745 | 47,115,609 | 49,025,684 |
Net income per share from continuing operations: | |||||||||||
Basic (in dollars per share) | $ 8.02 | $ 0.04 | $ (0.52) | $ 0.87 | $ 0.94 | $ 0.30 | $ 0.04 | $ (0.61) | $ 8.74 | $ 0.62 | $ 0.85 |
Diluted (in dollars per share) | $ 7.90 | $ 0.04 | $ (0.52) | $ 0.83 | $ 0.92 | $ 0.30 | $ 0.04 | $ (0.61) | $ 8.38 | $ 0.61 | $ 0.83 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Options excluded from the computation of diluted earnings per share (in shares) | 0 | 0 | 0 |
Segment Information - Narrative
Segment Information - Narrative (Details) | Oct. 06, 2021segment | Dec. 31, 2021subsidiary | Dec. 31, 2021businesssegment |
Segment Reporting [Abstract] | |||
Number of businesses | 2 | ||
Number of reportable segments | 3 | 2 | 2 |
Segment Information - Reconcili
Segment Information - Reconciliation of Total Segment Operating Income to Consolidated Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues | $ 408,628 | $ 355,145 | $ 341,293 | $ 311,656 | $ 384,055 | $ 273,012 | $ 250,356 | $ 251,406 | $ 1,416,722 | $ 1,158,829 | $ 1,050,464 |
Gross profit | $ 362,910 | $ 305,447 | $ 292,508 | $ 267,804 | $ 337,896 | $ 230,726 | $ 207,201 | $ 204,603 | 1,228,669 | 980,426 | 863,132 |
Direct costs | 1,061,329 | 842,086 | 774,909 | ||||||||
Income from operations | 167,340 | 138,340 | 88,223 | ||||||||
Reportable segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 1,416,722 | 1,158,828 | 1,050,456 | ||||||||
Gross profit | 1,228,764 | 980,473 | 863,124 | ||||||||
Direct costs | 981,969 | 788,461 | 727,176 | ||||||||
Income from operations | 246,795 | 192,012 | 135,948 | ||||||||
Intersegment Eliminations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | (1,189) | (229) | (300) | ||||||||
Gross profit | (824) | (229) | (300) | ||||||||
Direct costs | (824) | (229) | (300) | ||||||||
Corporate, Non-Segment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 0 | 1 | 8 | ||||||||
Gross profit | (95) | (47) | 8 | ||||||||
Direct costs | 79,360 | 53,625 | 47,733 | ||||||||
Income from operations | (79,455) | (53,672) | (47,725) | ||||||||
Cybersecurity and Martech | Reportable segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 348,611 | 347,697 | 340,245 | ||||||||
Gross profit | 255,042 | 246,815 | 245,966 | ||||||||
Direct costs | 225,740 | 193,883 | 187,283 | ||||||||
Income from operations | 29,302 | 52,932 | 58,683 | ||||||||
Digital Media | Reportable segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 1,069,300 | 811,360 | 710,511 | ||||||||
Gross profit | 974,546 | 733,887 | 617,458 | ||||||||
Direct costs | 757,053 | 594,807 | 540,193 | ||||||||
Income from operations | $ 217,493 | $ 139,080 | $ 77,265 |
Segment Information - Total Ass
Segment Information - Total Assets, Capital Expenditures, Depreciation and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Assets | $ 3,770,280 | $ 3,665,331 | |
Assets of discontinued operations | 0 | 567,551 | |
Capital expenditures | 113,740 | 92,552 | $ 70,588 |
Depreciation and amortization | 258,303 | 228,737 | 232,032 |
Reportable segments | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Assets | 3,131,945 | 2,994,244 | |
Capital expenditures | 113,740 | 92,552 | 70,562 |
Depreciation and amortization | 258,015 | 225,079 | 229,545 |
Corporate, Non-Segment | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Assets | 638,335 | 103,536 | |
Capital expenditures | 0 | 0 | 26 |
Depreciation and amortization | 288 | 3,658 | 2,487 |
Cybersecurity and Martech | Reportable segments | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Assets | 1,088,741 | 905,847 | |
Capital expenditures | 32,863 | 32,859 | 21,826 |
Depreciation and amortization | 64,354 | 79,758 | 80,970 |
Digital Media | Reportable segments | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Assets | 2,043,204 | 2,088,397 | |
Capital expenditures | 80,877 | 59,693 | 48,736 |
Depreciation and amortization | $ 193,661 | $ 145,321 | $ 148,575 |
Segment Information - Revenues
Segment Information - Revenues and Long-lived Assets by Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | $ 408,628 | $ 355,145 | $ 341,293 | $ 311,656 | $ 384,055 | $ 273,012 | $ 250,356 | $ 251,406 | $ 1,416,722 | $ 1,158,829 | $ 1,050,464 |
Long-lived assets | 789,551 | 908,517 | 789,551 | 908,517 | |||||||
United States | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 1,187,207 | 958,833 | 843,136 | ||||||||
Long-lived assets | 726,128 | 865,779 | 726,128 | 865,779 | |||||||
Canada | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 33,227 | 29,770 | 30,327 | ||||||||
Ireland | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 37,906 | 32,403 | 48,729 | ||||||||
All other countries | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 158,382 | 137,823 | 128,272 | ||||||||
Long-lived assets | $ 63,423 | $ 42,738 | 63,423 | 42,738 | |||||||
All Foreign Countries | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Revenues | $ 229,515 | $ 199,996 | $ 207,328 |
Supplemental Cash Flows Infor_2
Supplemental Cash Flows Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 10, 2014 | |
Cash and Cash Equivalents [Line Items] | |||||
Cash paid for interest | $ 54,500 | $ 106,000 | $ 55,400 | ||
Cash paid for income taxes, net of refunds received | 61,200 | 45,000 | 45,900 | ||
Deferred tax expense from exercise of stock options | 11,300 | $ 2,900 | $ 4,800 | ||
Reacquisition of 3.25% Convertible Notes, net of tax | (390,526) | ||||
Non-cash exchange of available-for-sale debt securities | $ 18,300 | ||||
Additional paid-in capital | |||||
Cash and Cash Equivalents [Line Items] | |||||
Reacquisition of 3.25% Convertible Notes, net of tax | (390,526) | ||||
Bridge Loan | Bridge Loan | |||||
Cash and Cash Equivalents [Line Items] | |||||
Aggregate purchase price | $ 485,000 | ||||
3.25% Convertible Notes | Convertible Debt | |||||
Cash and Cash Equivalents [Line Items] | |||||
Conversion shares issued as extinguishment cost on 3.25% convertible notes (in shares) | 3,050,850 | ||||
Stated interest rate | 3.25% |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income - Summary of Changes in Accumulated Balances of Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | $ 1,211,018 | $ 1,311,192 | $ 1,035,744 |
Other comprehensive loss before reclassifications | (21,382) | (8,344) | (483) |
Net current period other comprehensive loss | (2,416) | (8,344) | (483) |
Consensus Separation | 280,360 | ||
Ending balance | 1,967,732 | 1,211,018 | 1,311,192 |
Accumulated other comprehensive income (loss) | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | (54,806) | (46,462) | (45,979) |
Net current period other comprehensive loss | (8,344) | (483) | |
Consensus Separation | 18,966 | ||
Ending balance | (57,222) | (54,806) | (46,462) |
Unrealized Gains (Losses) on Investments | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | 283 | (275) | (1,418) |
Other comprehensive loss before reclassifications | (114) | 558 | 1,143 |
Net current period other comprehensive loss | (114) | 558 | 1,143 |
Consensus Separation | 0 | ||
Ending balance | 169 | 283 | (275) |
Foreign Currency Translation | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | (55,089) | (46,187) | (44,561) |
Other comprehensive loss before reclassifications | (21,268) | (8,902) | (1,626) |
Net current period other comprehensive loss | (2,302) | (8,902) | (1,626) |
Consensus Separation | 18,966 | ||
Ending balance | $ (57,391) | $ (55,089) | $ (46,187) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Income - Reclassification out of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Loss on investments, net | $ (4,400) | |||
Income tax expense | $ (14,199) | $ 38,350 | $ 13,760 | |
Net income | (151) | 698 | 0 | |
Reclassification out of Accumulated Other Comprehensive Income | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Loss on investments, net | (151) | 698 | 0 | |
Income before income taxes | (151) | 698 | 0 | |
Income tax expense | $ 0 | $ 0 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Oct. 07, 2021 | Sep. 25, 2017 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||||||
Due from related parties | $ 7,500 | $ 7,500 | $ 0 | $ 0 | ||
Variable interest entity, amount committed to invest | $ 200,000,000 | |||||
Management fee annual reduction percentage | 10.00% | |||||
Annual management fee percentage | 2.00% | |||||
Entitled carried interest percentage | 20.00% | |||||
Fund investment period | 6 years | |||||
Discontinued Operations | J2 Global | ||||||
Related Party Transaction [Line Items] | ||||||
Net reimbursement for Consensus | $ 11,600,000 | 11,600,000 | ||||
Consensus Cloud Solutions | Separation Transaction | Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses from transactions with related party | 23,300,000 | |||||
Reimbursements from related party | 11,700,000 | |||||
Gain from reimbursement of costs | 7,500,000 | |||||
Revenue from related parties | 8,500,000 | |||||
Consensus Cloud Solutions | Various Agreements | Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Expenses from transactions with related party | 2,100,000 | |||||
Due from related parties | 9,300,000 | 9,300,000 | ||||
Offset to lease expense | 500,000 | |||||
Consensus Cloud Solutions | Services Provided Under Transition Services Agreement | Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Due from related parties | 2,100,000 | 2,100,000 | ||||
Consensus Cloud Solutions | Reimbursement Of Certain Transaction Related Costs And Other Reimbursements | Affiliated Entity | ||||||
Related Party Transaction [Line Items] | ||||||
Due from related parties | $ 7,200,000 | $ 7,200,000 |
Quarterly Results (unaudited)_2
Quarterly Results (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 408,628 | $ 355,145 | $ 341,293 | $ 311,656 | $ 384,055 | $ 273,012 | $ 250,356 | $ 251,406 | $ 1,416,722 | $ 1,158,829 | $ 1,050,464 |
Gross profit | 362,910 | 305,447 | 292,508 | 267,804 | 337,896 | 230,726 | 207,201 | 204,603 | 1,228,669 | 980,426 | 863,132 |
Net income from continuing operations | 383,612 | 2,050 | (23,046) | 38,779 | 41,962 | 14,127 | 1,665 | (29,094) | 401,395 | 28,660 | 40,893 |
(Loss) income from discontinued operations, net of income taxes | (23,106) | 40,520 | 38,762 | 39,143 | 16,126 | 46,756 | 36,436 | 22,690 | 95,319 | 122,008 | 177,913 |
Net income | $ 360,506 | $ 42,570 | $ 15,716 | $ 77,922 | $ 58,088 | $ 60,883 | $ 38,101 | $ (6,404) | $ 496,714 | $ 150,668 | $ 218,806 |
Earnings Per Share, Basic and Diluted [Abstract] | |||||||||||
Basic (in dollars per share) | $ 8.02 | $ 0.04 | $ (0.52) | $ 0.87 | $ 0.94 | $ 0.30 | $ 0.04 | $ (0.61) | $ 8.74 | $ 0.62 | $ 0.85 |
Diluted (in dollars per share) | 7.90 | 0.04 | (0.52) | 0.83 | 0.92 | 0.30 | 0.04 | (0.61) | 8.38 | 0.61 | 0.83 |
Net (loss) income per common share from discontinued operations: | |||||||||||
Basic (in dollars per share) | (0.48) | 0.87 | 0.87 | 0.88 | 0.36 | 1.01 | 0.77 | 0.47 | 2.08 | 2.62 | 3.69 |
Diluted (in dollars per share) | (0.48) | 0.83 | 0.81 | 0.84 | 0.35 | 1.01 | 0.76 | 0.46 | 1.99 | 2.58 | 3.57 |
Earnings Per Share, Basic and Diluted [Abstract] | |||||||||||
Basic (in dollars per share) | 7.54 | 0.91 | 0.35 | 1.75 | 1.30 | 1.31 | 0.81 | (0.13) | 10.81 | 3.24 | 4.52 |
Diluted (in dollars per share) | $ 7.43 | $ 0.88 | $ 0.33 | $ 1.67 | $ 1.27 | $ 1.31 | $ 0.80 | $ (0.13) | $ 10.37 | $ 3.18 | $ 4.39 |
Weighted average shares outstanding: | |||||||||||
Basic (in shares) | 47,778,545 | 46,738,073 | 44,613,533 | 44,399,149 | 44,504,222 | 46,279,515 | 46,850,944 | 47,620,774 | 45,893,928 | 46,308,825 | 47,647,397 |
Diluted (in shares) | 48,514,588 | 48,582,585 | 47,528,902 | 46,731,872 | 45,642,292 | 46,309,072 | 47,437,555 | 47,620,774 | 47,862,745 | 47,115,609 | 49,025,684 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 08, 2021 | Oct. 07, 2020 | |
Subsequent Event [Line Items] | |||||
Repurchase of shares of common stock | $ 47,741 | ||||
2020 Repurchase Program | |||||
Subsequent Event [Line Items] | |||||
Shares repurchased under the program (in shares) | 445,711 | 2,490,599 | |||
Repurchase of shares of common stock | $ 47,700 | $ 177,800 | |||
4.625% Senior Notes Due in 2030 | Senior Notes | |||||
Subsequent Event [Line Items] | |||||
Stated interest rate | 4.625% | 4.625% | |||
Subsequent Event | 2020 Repurchase Program | |||||
Subsequent Event [Line Items] | |||||
Shares repurchased under the program (in shares) | 554,289 | ||||
Repurchase of shares of common stock | $ 58,700 | ||||
Subsequent Event | 4.625% Senior Notes Due in 2030 | Senior Notes | |||||
Subsequent Event [Line Items] | |||||
Senior notes redeemed | $ 54,600 |
SCHEDULE II - VALUATION AND Q_2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Allowance for doubtful accounts | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $ 11,552 | $ 8,480 | $ 6,369 |
Additions: Charged to Costs and Expenses | 3,107 | 5,315 | 5,884 |
Deductions: Write-offs and recoveries | (4,848) | (2,243) | (3,773) |
Balance at End of Period | 9,811 | 11,552 | 8,480 |
Deferred tax asset valuation allowance | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 8,262 | 563 | 0 |
Additions: Charged to Costs and Expenses | 178 | 9,456 | 595 |
Deductions: Write-offs and recoveries | (6,628) | (1,757) | (32) |
Balance at End of Period | $ 1,812 | $ 8,262 | $ 563 |