Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 21, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
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 | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,027,500,810 | ||
Entity Common Stock, Shares Outstanding | 46,071,456 | ||
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 7, 2024 are incorporated by reference into Part III of this Form 10-K. | ||
Entity Central Index Key | 0001084048 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Audit Information [Abstract] | ||
Auditor Name | KPMG, LLP | BDO USA, LLP |
Auditor Location | New York, New York | Los Angeles, California |
Auditor Firm ID | 185 | 243 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
ASSETS | ||
Cash and cash equivalents | $ 737,612 | $ 652,793 |
Short-term investments | 27,109 | 58,421 |
Accounts receivable, net of allowances of $6,871 and $6,868, respectively | 337,703 | 304,739 |
Prepaid expenses and other current assets | 88,570 | 68,319 |
Total current assets | 1,190,994 | 1,084,272 |
Long-term investments | 140,906 | 127,871 |
Property and equipment, net | 188,169 | 178,184 |
Trade names and trademarks, net | 155,784 | 191,020 |
Customer relationships, net | 137,250 | 208,057 |
Other purchased intangibles, net | 32,372 | 63,738 |
Goodwill | 1,546,065 | 1,591,474 |
Deferred income taxes | 8,731 | 8,523 |
Other assets | 70,751 | 80,131 |
TOTAL ASSETS | 3,471,022 | 3,533,270 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Accounts payable | 123,256 | 120,829 |
Accrued employee related costs | 50,068 | 42,178 |
Other accrued liabilities | 43,612 | 39,539 |
Income taxes payable, current | 14,458 | 19,712 |
Deferred revenue, current | 184,549 | 187,904 |
Other current liabilities | 15,890 | 22,286 |
Total current liabilities | 431,833 | 432,448 |
Long-term debt | 1,001,312 | 999,053 |
Deferred revenue, noncurrent | 8,169 | 9,103 |
Income taxes payable, noncurrent | 8,486 | 11,675 |
Liability for uncertain tax positions | 36,055 | 40,379 |
Deferred income taxes | 45,503 | 79,007 |
Other long-term liabilities | 46,666 | 68,994 |
TOTAL LIABILITIES | 1,578,024 | 1,640,659 |
Commitments and contingencies (Note 12) | ||
Preferred stock | 0 | 0 |
Common stock, $0.01 par value. Authorized 95,000,000; total issued and outstanding 46,078,464 and 47,269,446 shares at December 31, 2023 and 2022, respectively. | 461 | 473 |
Additional paid-in capital | 472,201 | 439,681 |
Retained earnings | 1,491,956 | 1,537,830 |
Accumulated other comprehensive loss | (71,620) | (85,373) |
TOTAL STOCKHOLDERS’ EQUITY | 1,892,998 | 1,892,611 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | 3,471,022 | 3,533,270 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 327,015 | 255,586 |
Series A Preferred Stock | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Preferred stock | 0 | 0 |
Series B Preferred Stock | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Preferred stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Allowance for doubtful accounts | $ 6,871 | $ 6,868 |
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) | 46,078,464 | 47,269,446 |
Common stock, shares outstanding (in shares) | 46,078,464 | 47,269,446 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Revenues | $ 1,364,028 | $ 1,390,997 | $ 1,416,722 |
Operating costs and expenses: | |||
Direct costs | 197,292 | 195,554 | 188,053 |
Sales and marketing | 487,365 | 490,777 | 493,049 |
Research, development, and engineering | 68,860 | 74,093 | 78,874 |
General, administrative, and other related costs | 421,050 | 404,263 | 456,777 |
Goodwill impairment on business | 56,850 | 27,369 | 32,629 |
Total operating costs and expenses | 1,231,417 | 1,192,056 | 1,249,382 |
Income from operations | 132,611 | 198,941 | 167,340 |
Interest expense, net | (20,031) | (33,842) | (72,023) |
Gain (loss) on debt extinguishment, net | 0 | 11,505 | (5,274) |
Loss on sale of businesses | 0 | 0 | (21,798) |
Unrealized (loss) gain on short-term investments held at the reporting date, net | (28,495) | (7,145) | 298,490 |
Gain (loss) on investments, net | 357 | (46,743) | (16,677) |
Other (loss) income, net | (9,468) | 8,437 | 1,293 |
Income from continuing operations before income tax (expense) benefit and changes from equity method investment | 74,974 | 131,153 | 351,351 |
Income tax (expense) benefit | (24,142) | (57,957) | 14,199 |
(Loss) income from equity method investment, net of income taxes | (9,329) | (7,730) | 35,845 |
Net income from continuing operations | 41,503 | 65,466 | 401,395 |
(Loss) income from discontinued operations, net of income taxes | 0 | (1,709) | 95,319 |
Net income | $ 41,503 | $ 63,757 | $ 496,714 |
Net income per common share from continuing operations: | |||
Basic (in dollars per share) | $ 0.89 | $ 1.39 | $ 8.74 |
Diluted (in dollars per share) | 0.89 | 1.39 | 8.38 |
Net (loss) income per common share from discontinued operations: | |||
Basic (in dollars per share) | 0 | (0.04) | 2.08 |
Diluted (in dollars per share) | 0 | (0.04) | 1.99 |
Net income per common share: | |||
Basic (in dollars per share) | 0.89 | 1.36 | 10.81 |
Diluted (in dollars per share) | $ 0.89 | $ 1.36 | $ 10.37 |
Weighted average shares outstanding: | |||
Basic (in shares) | 46,400,941 | 46,954,558 | 45,893,928 |
Diluted (in shares) | 46,464,261 | 47,025,849 | 47,862,745 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 41,503 | $ 63,757 | $ 496,714 |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustment | 13,657 | (32,479) | (21,268) |
Consensus separation adjustment | 0 | 272 | (114) |
Change in fair value on available-for-sale investments, net of tax expense of $16, $0 and $0 for the years ended December 31, 2023, 2022 and 2021, respectively | 96 | 4,056 | 18,966 |
Other comprehensive income (loss), net of tax | 13,753 | (28,151) | (2,416) |
Comprehensive income | $ 55,256 | $ 35,606 | $ 494,298 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Tax expense (benefit) for unrealized holding gain (loss) on available-for-sale investments | $ 16 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net income | $ 41,503 | $ 63,757 | $ 496,714 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 236,966 | 233,400 | 258,303 |
Non-cash operating lease costs | 11,141 | 13,412 | 1,485 |
Share-based compensation | 31,920 | 26,601 | 25,248 |
Provision for credit losses (benefit) on accounts receivable | 2,809 | (255) | 8,738 |
Deferred income taxes, net | (30,017) | (12,991) | (13,433) |
(Gain) loss on extinguishment of debt, net | 0 | (11,505) | 14,024 |
Loss on sale of businesses | 0 | 0 | 21,798 |
Goodwill impairment on business | 56,850 | 27,369 | 32,629 |
Changes in fair value of contingent consideration | (200) | (2,575) | (1,223) |
Loss (income) from equity method investments | 9,329 | 7,730 | (35,845) |
Unrealized loss (gain) on short-term investments held at the reporting date | 28,495 | 7,145 | (298,490) |
Gain (loss) on investments, net | (357) | 46,743 | 16,677 |
Other | 5,159 | 3,637 | 39,270 |
Decrease (increase) in: | |||
Accounts receivable | (35,371) | 14,948 | (18,050) |
Prepaid expenses and other current assets | (8,700) | 9,665 | (15,650) |
Other assets | (5,574) | (16,240) | 11,443 |
Increase (decrease) in: | |||
Accounts payable (includes $0, $0 and $17,635 with related parties) | 9,419 | (20,246) | 479 |
Deferred revenue | (6,802) | (20,962) | 14,282 |
Accrued liabilities and other current liabilities | (26,608) | (33,189) | (41,863) |
Net cash provided by operating activities | 319,962 | 336,444 | 516,536 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (108,729) | (106,154) | (113,740) |
Proceeds on sale of available-for-sale investments | 0 | 0 | 663 |
Investment in available-for-sale securities | 0 | (15,000) | 0 |
Distribution from equity method investment | 0 | 0 | 15,327 |
Purchases of equity method investment | 0 | 0 | (23,249) |
Purchase of equity investments | (11,858) | 0 | (999) |
Proceeds from sale of equity investments | 3,174 | 4,527 | 14,330 |
Acquisition of businesses, net of cash received | (9,492) | (104,094) | (141,146) |
Proceeds from sale of businesses, net of cash divested | 0 | 0 | 48,876 |
Proceeds from divestiture of discontinued operations | 0 | 0 | 259,104 |
Other | (503) | (50) | (78) |
Net cash (used in) provided by investing activities | (127,408) | (220,771) | 59,088 |
Cash flows from financing activities: | |||
Proceeds from bridge loan | 0 | 0 | 485,000 |
Payment of debt | 0 | (166,904) | (512,388) |
Debt extinguishment costs (includes reimbursement of $0, $0 and $7,500 with related parties) | 0 | (756) | (1,096) |
Proceeds from term loan | 0 | 112,286 | 0 |
Repurchase of common stock | (108,527) | (78,291) | (78,327) |
Issuance of common stock under employee stock purchase plan | 8,727 | 9,431 | 9,231 |
Proceeds from exercise of stock options | 0 | 148 | 2,939 |
Deferred payments for acquisitions | (15,241) | (16,116) | (14,387) |
Other | 250 | (630) | (4,060) |
Net cash used in financing activities | (114,791) | (140,832) | (113,088) |
Effect of exchange rate changes on cash and cash equivalents | 7,056 | (16,890) | (10,346) |
Net change in cash and cash equivalents | 84,819 | (42,049) | 452,190 |
Cash and cash equivalents at beginning of year | 652,793 | 694,842 | 242,652 |
Cash and cash equivalents at beginning of year associated with discontinued operations | 0 | 0 | 66,210 |
Cash and cash equivalents at beginning of year associated with continuing operations | 652,793 | 694,842 | 176,442 |
Cash and cash equivalents at end of year | 737,612 | 652,793 | 694,842 |
Cash and cash equivalents at end of year associated with discontinued operations | 0 | 0 | 0 |
Cash and cash equivalents at end of year associated with continuing operations | $ 737,612 | $ 652,793 | $ 694,842 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS - (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts payable and accrued liabilities, related party component | $ 9,419 | $ (20,246) | $ 479 |
Debt extinguishment costs, related party component | 0 | 756 | 1,096 |
Related Party | |||
Accounts payable and accrued liabilities, related party component | 0 | 0 | 17,635 |
Debt extinguishment costs, related party component | $ 0 | $ 0 | $ 7,500 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common stock | Additional paid-in capital | Additional paid-in capital Cumulative Effect, Period of Adoption, Adjustment | Retained earnings | Retained earnings Cumulative Effect, Period of Adoption, Adjustment | Accumulated other comprehensive loss |
Beginning balance, common stock (in shares) at Dec. 31, 2020 | 44,346,630 | |||||||
Beginning balance at Dec. 31, 2020 | $ 1,211,018 | $ 443 | $ 456,274 | $ 809,107 | $ (54,806) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 496,714 | 496,714 | ||||||
Other comprehensive income, net of tax expense | $ (21,382) | (21,382) | ||||||
Exercise of stock options (in shares) | 70,776 | 70,776 | ||||||
Exercise of stock options | $ 2,939 | $ 1 | 2,938 | |||||
Issuance of restricted stock, net (in shares) | 560,290 | |||||||
Issuance of restricted stock, net | 0 | $ 5 | (5) | |||||
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 | |||||
Repurchase and retirement of common stock (in shares) | (697,657) | |||||||
Repurchase and retirement of common stock | (78,327) | $ (7) | (26,275) | (52,045) | ||||
Share-based compensation | 25,248 | 25,248 | ||||||
Conversion shares issued as extinguishment cost on 3.25% convertible notes (in shares) | 3,050,850 | |||||||
Conversion shares issued as extinguishment cost to redeem 3.25% Convertible Notes | 431,952 | $ 31 | 431,921 | |||||
Redemption 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, common stock (in shares) at Dec. 31, 2021 | 47,440,137 | |||||||
Ending balance at Dec. 31, 2021 | 1,967,732 | $ (64,701) | $ 474 | 509,122 | $ (88,137) | 1,515,358 | $ 23,436 | (57,222) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 63,757 | 63,757 | ||||||
Other comprehensive income, net of tax expense | $ (32,207) | (206) | 206 | (32,207) | ||||
Exercise of stock options (in shares) | 5,439 | 5,439 | ||||||
Exercise of stock options | $ 148 | 148 | ||||||
Issuance of restricted stock, net (in shares) | 493,300 | |||||||
Issuance of restricted stock, net | (1) | $ 5 | (6) | |||||
Issuance of shares under Employee Stock Purchase Plan (in shares) | 139,992 | |||||||
Issuance of shares under employee stock purchase plan | 9,431 | $ 1 | 9,430 | |||||
Repurchase and retirement of common stock (in shares) | (809,422) | |||||||
Repurchase and retirement of common stock | (78,291) | $ (7) | (17,277) | (61,007) | ||||
Share-based compensation | 26,601 | 26,601 | ||||||
Conversion shares issued as extinguishment cost to redeem 3.25% Convertible Notes | 0 | |||||||
Redemption of 3.25% Convertible Notes, net of tax | 0 | |||||||
Consensus separation | 4,056 | |||||||
Other, net | $ 142 | 6 | (3,920) | 4,056 | ||||
Ending balance, common stock (in shares) at Dec. 31, 2022 | 47,269,446 | 47,269,446 | ||||||
Ending balance at Dec. 31, 2022 | $ 1,892,611 | $ 473 | 439,681 | 1,537,830 | (85,373) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net income | 41,503 | 41,503 | ||||||
Other comprehensive income, net of tax expense | $ 13,753 | 13,753 | ||||||
Exercise of stock options (in shares) | 0 | |||||||
Issuance of restricted stock, net (in shares) | 47,274 | |||||||
Issuance of restricted stock, net | $ (4,647) | (6,220) | 1,573 | |||||
Issuance of shares under Employee Stock Purchase Plan (in shares) | 161,488 | |||||||
Issuance of shares under employee stock purchase plan | 8,727 | $ 2 | 8,725 | |||||
Issuance of common stock, net (in shares) | 186,102 | |||||||
Issuance of common stock, net | 13,422 | $ 2 | 13,420 | |||||
Repurchase and retirement of common stock (in shares) | (1,585,846) | |||||||
Repurchase and retirement of common stock | (104,919) | $ (16) | (15,388) | (89,515) | ||||
Share-based compensation | 31,920 | 31,920 | ||||||
Conversion shares issued as extinguishment cost to redeem 3.25% Convertible Notes | 0 | |||||||
Redemption of 3.25% Convertible Notes, net of tax | 0 | |||||||
Other, net | $ 628 | 63 | 565 | 0 | ||||
Ending balance, common stock (in shares) at Dec. 31, 2023 | 46,078,464 | 46,078,464 | ||||||
Ending balance at Dec. 31, 2023 | $ 1,892,998 | $ 461 | $ 472,201 | $ 1,491,956 | $ (71,620) |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Tax expense (benefit) for unrealized holding gain (loss) on available-for-sale investments | $ 0 |
Accounting Standards Update [Extensible List] | Accounting Standards Update 2020-06 [Member] |
Convertible Debt | 1.75% Convertible Notes | |
Stated interest rate | 1.75% |
The Company
The Company | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company | The Company Ziff Davis, Inc., together with its subsidiaries (“Ziff Davis”, the “Company”, “our”, “us”, or “we”), is a vertically focused digital media and internet company whose portfolio includes brands in technology, shopping, gaming and entertainment, connectivity, health, cybersecurity, and martech. The Company’s Digital Media business specializes in the technology, shopping, gaming and entertainment, connectivity, 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. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies 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. 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 credit losses. 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. 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. retained a 19.9% interest in Consensus following the Separation (the “Investment in Consensus”). On October 7, 2021, Consensus paid Ziff Davis approximately $259.1 million of cash in a distribution that was anticipated to be tax-free provided certain requirements were 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. Refer to Note 10 — Debt for additional details. 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. During the year ended December 31, 2022, the Company entered into a Fifth Amendment and Sixth Amendment to its existing Credit Agreement, providing for the issuance of senior secured term loans under the Credit Agreement (the “Term Loan Facilities”), in an aggregate principal amount of approximately $112.3 million. During the year ended December 31, 2022, the Company subsequently completed non-cash exchanges of 2,800,000 shares of its common stock of Consensus with the lenders under the Fifth and Sixth Amendments to settle the Company’s obligations of $112.3 million outstanding aggregate principal amount of the Term Loan Facilities plus related interest. Refer to Note 10 — Debt for additional details. As of December 31, 2023, the Company continues to hold approximately 1.0 million shares of the common stock of Consensus. The Investment in Consensus represents the investment in equity securities for which the Company elected the fair value option and subsequent fair value changes in the Consensus shares are included in the assets of and results from continuing operations. Refer to Note 5 Investments and Note 6 Discontinued Operations and Dispositions for additional information. Reclassifications Certain prior year reported amounts have been reclassified to conform to 2023 presentation. The Company reclassified its trademarks as of December 31, 2022 from ‘other purchased intangibles’ to ‘trade names and trademarks’ to conform to current period presentation. The trademarks totaled $54.8 million of carrying value as of December 31, 2022. Refer to Note 9 — Goodwill and Intangible Assets for additional information. Cash and Cash Equivalents The Company considers the balance of its investment in funds that substantially hold securities that mature within three months or less from the date the Company purchases these securities to be cash equivalents. The carrying amount of cash and cash equivalents either approximates fair value due to the short-term maturity of these instruments or are at fair value. Allowances for Credit Losses The Company maintains an allowance for credit losses on accounts receivable, which is recorded as a reduction to accounts receivable. Changes in the allowance are classified as ‘General, administrative, and other related costs’ 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. The rollforward of allowance for credit losses on Accounts receivable, net is as follows (in thousands): Year ended December 31, 2023 2022 2021 Beginning balance $ 6,868 $ 9,811 $ 11,552 Increases (decreases) to bad debt expense 2,809 (255) 3,107 Write-offs, net of recoveries (2,806) (2,688) (4,848) Ending balance $ 6,871 $ 6,868 $ 9,811 Investments The Company accounts for its investments in debt securities in accordance with ASC Topic 320, Investments — Debt Securities (“ASC 320”). 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 on our Consolidated Balance Sheets. All debt securities are accounted for on a specific identification basis. 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 on our Consolidated Balance Sheets. The Company accounts for its investments in equity securities in accordance with ASC Topic 321, Investments — Equity Securities (“ASC 321”) which requires the accounting for equity investments, other than those accounted for under the equity method of accounting, generally be measured at fair value for equity securities with readily determinable fair values. Equity securities without a readily determinable fair value, which are not accounted for under the equity method of accounting, are measured at their cost, less impairment, if any, and adjusted for observable price changes arising from orderly transactions in the same or similar investment from the same issuer. Any unrealized gains or losses will be reported within earnings on our Consolidated Statements of Operations. 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. Refer to Note 5 Investments for additional information. The Investment in Consensus 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 Investment in Consensus 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 Investment in Consensus at fair value and the negative book value was recorded as a gain at the date of Separation. The fair value of Consensus common stock is readily available as Consensus is a publicly traded company. Concentration of Credit Risk The Company primarily invests its cash, cash equivalents, and marketable securities with major financial institutions primarily within the United States, Canada, United Kingdom, and the European Union. These investments are made 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. As of December 31, 2023, the Company’s cash and cash equivalents that were maintained in demand deposit accounts in qualifying financial institutions are insured up to the limit determined by the applicable governmental agency. 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”), as well as, another independent corporation. 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 Topic 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. Fair Value Measurements The Company complies with the provisions of FASB ASC Topic 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. Property and Equipment Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets and is recorded in direct costs and general, administrative, and other related costs on the Consolidated Statements of Operations based on the function the underlying asset supports. The estimated useful lives of property and equipment range from one Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses the incremental borrowing rate based on the information available at commencement date of the lease in determining the present value of future payments. The operating lease right-of-use asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of twelve months or less are not recorded on the balance sheet and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. There are lease agreements with lease and non-lease components, which are generally accounted for as a single lease component. Impairment or Disposal of Long-Lived 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 ASC Topic 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. 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 indicators of impairment, it would record an impairment equal to the excess of the carrying amount of the asset over its estimated fair value. 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. The Company tests goodwill for impairment annually on October 1st at the reporting unit level, or more frequently if indicators of impairment exist, or if a decision is made to dispose of a business. The Company’s Digital Media reportable segment is comprised of seven reporting units and the Cybersecurity and Martech reportable segment is comprised of two reporting units. 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, trade names, and other intangible assets, including developed technologies. 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. Trade names and trademarks are generally amortized on a straight-line basis with an estimated useful life ranging from two twenty three sixteen one ten The Company evaluates its goodwill and indefinite-lived intangible assets for impairment pursuant to FASB ASC Topic 350, Intangibles — Goodwill and Other (“ASC 350”), which provides that goodwill and other intangible assets with indefinite lives are not amortized but tested annually for impairment or more frequently if the Company believes indicators of impairment exist. In connection with the annual impairment test for goodwill, the Company has the option to perform a qualitative assessment in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that it was more likely than not that the fair value of the reporting unit is less than its carrying amount, it then it performs an impairment test of goodwill. The impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. The Company generally determines the fair value of its reporting units using a mix of an income approach and a market approach. If the carrying value of a reporting unit exceeds the reporting unit’s fair value, an impairment loss is recognized for the difference. During the years ended December 31, 2023, 2022, and 2021 the Company recorded a goodwill impairment of $56.9 million, $27.4 million, and $32.6 million, respectively. Refer to Note 9 — Goodwill and Intangible Assets for additional details. The Company performed the annual impairment test for intangible assets with indefinite lives for fiscal 2021 using a qualitative assessment primarily taking into consideration macroeconomic, industry and market conditions, overall financial performance and any other relevant company-specific factors. The Company concluded that there were no impairments in 2021. The Company did not perform an assessment in 2022 and 2023, as there were no intangible assets with indefinite lives during 2022 and 2023. 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. 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, administrative, and other related costs on our Consolidated Statements of Operations. 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. In August 2020, the FASB issued ASU 2020-06. The provisions of this update simplifies the accounting for convertible instruments by removing certain separation models in ASC 470-20, Debt — Debt with Conversion and Other Options , for convertible instruments. The convertible debt instruments are be accounted for as a single liability at the amortized cost if separation is no longer required unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging , or (2) a convertible debt instrument was issued at a substantial premium. Among other potential impacts, this change is expected to reduce reported noncash interest expense, increase reported net income, and result in a reclassification of certain conversion feature balance sheet amounts from stockholders’ equity to liabilities. Similarly, the debt discount, which is equal to the carrying value of the embedded conversion feature upon issuance, is no longer amortized into income as interest expense over the life of the instrument. Additionally, ASU 2020-06 requires the use of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share, which includes the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards . On January 1, 2022, the Company adopted ASU 2020-06 using the modified retrospective method. The cumulative effect of the changes made on the Consolidated Balance Sheet upon this adoption increased the carrying amount of the 1.75% Convertible Notes (as defined in Note 10 — Debt below) by approximately $85.9 million, increased retained earnings by approximately $23.4 million, reduced deferred tax liabilities by approximately $21.2 million and reduced additional paid-in capital by approximately $88.1 million. 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. Refer to Note 3 — Revenues for additional details. Share-Based Compensation The Company accounts for share-based awards to employees and non-employees in accordance with the provisions of ASC Topic 718, Compensation — Stock Compensation (“ASC 718”), which requires compensation cost, measured at the grant date fair value, to be recognized 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. Certain of 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 amount of share-based compensation expense recognized in the Consolidated Statements of Operations is net of estimated forfeitures. The forfeiture rate is estimated at the grant date based on historical experience and revised, if necessary, in subsequent periods if actual forfeitures differ from the estimated rate. The expense ultimately recorded is for the awards that vest. Research, Development, and Engineering Research, development, and engineering costs are expensed as incurred. Costs for software development incurred during the application development stage are capitalized and amortized over their estimated useful lives. Research, development, and engineering expenditures were $68.9 million, $74.1 million, and $78.9 million for the years ended December 31, 2023, 2022, and 2021, respectively. Advertising Costs The Company incurs external advertising costs to promote its brands. These costs primarily consist of expenses related to digital advertising on websites and apps of third parties, creative services, trade shows and similar events, marketing expenses, and marketing intelligence expenses. Advertising costs are expensed as incurred. For the years ended December 31, 2023, 2022, and 2021 external advertising costs were $120.8 million, $128.8 million, and $143.5 million, respectively. 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 income (loss) was $13.7 million, $(32.5) million, and $(21.3) million for the years ended December 31, 2023, 2022, and 2021, respectively. Realized gains and losses from foreign currency transactions are recognized within ‘Other income (loss), net’ on our Consolidated Statements of Operations. Foreign exchange (losses) gains amounted to $(3.9) million, $8.2 million, and $2.0 million for the years ended December 31, 2023, 2022 and 2021, respectively. 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 ASC Topic 740, Income Taxes (“ASC 740”), which requires that deferred tax assets and liabilities to be recognized using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the net deferred tax assets will not be realized. The valuation allowance is reviewed quarterly based upon the facts and circumstances known at the time. In assessing this valuation allowance, 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 recognizes accrued interest and penalties related to uncertain income tax positions in income tax expense on its Consolidated Statements of Operations. On August 16, 2022, the “Inflation Reduction Act” of 2022 (“IRA”) was signed into law. The IRA included many climate and energy provisions and introduced a 15% corporate alternative minimum tax (“CAMT”) for taxpayers whose average annual adjusted financial statement income exceeds a certain threshold. The IRA also enacted a one percent excise tax on stock repurchases made by publicly traded U.S. corporations. The CAMT and excise tax on stock repurchases are effective for tax years beginning after December 31, 2022. The Company does not believe that it will be subject to the CAMT as it is expected to be under the threshold of the average annual adjusted financial statement income. Earnings Per Common Share (“EPS”) EPS is calculated pursuant to the two-class method as defined in ASC Topic 260, Earnings per Share (“ASC 260”), which specifies that all outstanding unvested share-based payment awards that contain rights t |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues Digital Media Digital Media revenues are earned primarily from the delivery of advertising services, licensing, and subscriptions to services and information. Advertising Revenue from the delivery of advertising services is earned on websites that are owned and operated by us 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 is 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. The Digital Media business also generates revenue from marketing, performance marketing, and production services. Such revenues are generally recognized over the period in which the products or services are delivered. Subscription and Licensing 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 are also earned from listing fees, subscriptions to online publications, and from other sources. Subscription revenues are primarily recognized over the contract term. Revenues related to the provision of access to historical data for certain services are recorded at the time of delivery. The Digital Media business also generates revenues through the license of certain assets to clients. Assets are licensed for clients’ use in their own promotional materials or otherwise and may include logos, editorial reviews, or other copyrighted material that represent symbolic intellectual property, as defined in ASC 606, Revenue from Contracts with Customers . Revenues under such license agreements are generally recognized over the contract term. In instances when technology assets in the form of functional intellectual property are licensed to our clients, revenues from the license of these assets are recognized at a point in time. Digital Media subscription and licensing revenues include revenues from transactions involving the sale of perpetual software licenses, related software support, and maintenance. Revenue is recognized for software transactions with multiple performance obligations after (i) the contract has been approved and we are committed to perform the respective obligations and (ii) we 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 for download and use. Revenues from related software support and maintenance are generally recognized ratably over the contractual period, because technical support, unspecified software product upgrades, maintenance releases, and patches are provided to customers on an as needed basis and they are available during the term of the support period. We are obligated to make the support services available continuously throughout the contract period. Other Other revenues primarily include those from the sale of hardware used in conjunction with software described above, online course revenue, and game publishing revenue. 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. Cybersecurity and Martech The Company’s Cybersecurity and Martech revenues substantially consist of subscription revenues which include subscription and usage-based fees, a significant portion of which are paid in advance. The Company defers the portions of monthly, quarterly, semi-annual, and annual 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 subscription 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. 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, respectively. 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, including the resale of various third-party solutions, primarily through its email security line of business. 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. 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 platforms, primarily related to the transfer of functional intellectual property. Disaggregated Revenues Revenues from external customers classified by revenue source are as follows (in thousands). Year ended December 31, Digital Media 2023 2022 2021 Advertising $ 747,254 $ 788,135 $ 838,075 Subscription and licensing 283,473 244,694 197,354 Other 42,244 46,343 33,871 Total Digital Media revenues $ 1,072,971 $ 1,079,172 $ 1,069,300 Cybersecurity and Martech Subscription $ 291,209 $ 312,626 $ 348,611 Total Cybersecurity and Martech revenues $ 291,209 $ 312,626 $ 348,611 Corporate $ — $ — $ — Elimination of inter-segment revenues (152) (801) (1,189) Total Revenues $ 1,364,028 $ 1,390,997 $ 1,416,722 The Company recorded $160.1 million and $174.7 million of revenue for the years ended December 31, 2023 and 2022, respectively, which was previously included in the deferred revenue balance as of the beginning of each respective year. As of December 31, 2023 and 2022, the Company acquired $0.7 million and $21.5 million, respectively, of deferred revenue in connection with the Company’s business acquisitions, which are subject to purchase accounting adjustments, as appropriate. Refer to Note 4 — Business Acquisitions for additional details . Performance Obligations The Company is a party to multiple concurrent contracts with the same customer, or a party related to that customer. Some situations may require judgment to determine if those arrangements should be accounted for as a single contract. Consideration of both the form and the substance of the arrangement is required. The Company’s contracts with customers may include multiple performance obligations, including contracts when advertising and licensing services are sold together. The Company determines the transaction price based on the amount to which the Company expects to be entitled in exchange for services provided. The Company includes any fixed consideration within its contracts as part of the total transaction price. The Company’s contracts occasionally contain some component of variable consideration, such as commissions that are recognized in the period of the commissionable event. The Company does not include in the transaction price taxes assessed by a governmental authority that are (i) both imposed on and concurrent with a specific revenue-producing transaction and (ii) collected by us from the customer. Due to the nature of the services provided, there are no obligations for returns. The Company satisfies its performance obligations upon delivery of services to its customers. Within the Digital Media business, 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. 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. Our 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. Revenue is recognized based on delivery of services over the contract period for advertising and on a straight-line basis or units of output 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 Digital Media business also has licensing arrangements 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. Our 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. 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: • 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 • Faxing capabilities are provided (included in discontinued operations through October 7, 2021) The Company has concluded the best measure of progress toward the complete satisfaction of the performance obligation is a time-based measure. The Company recognizes revenue on a straight-line basis throughout the subscription period, or as usage occurs for services outside of the subscription, and believes that the method used is a faithful depiction of the transfer of goods and services. Transaction Price Allocation to Future Performance Obligations As of December 31, 2023, the aggregate amount of transaction price that is allocated to future performance obligations was approximately $48.7 million and is expected to be recognized as follows: 73% by December 31, 2024 and 27% thereafter. The amount disclosed does not include revenues related to performance obligations that are part of contracts with original expected durations of twelve months or less or portions of the contracts that remain subject to cancellations. Further, the disclosure does not include contracts for which the Company recognizes revenue in proportion to the amount it has the right to invoice for services performed. 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. Costs to Obtain 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 incentive over the period of benefit. As of December 31, 2023 and 2022, the Company capitalized approximately $14.9 million and $8.0 million, respectively, related to these costs and they are included in ‘Prepaid expenses and other current assets’ and ‘Other assets’ in the Consolidated Balance Sheets. During the years ended December 31, 2023, 2022, and 2021, the Company recognized expense of $12.9 million, $15.4 million, and $18.0 million respectively, related to the amortization of capitalized costs to obtain a contract with a customer. Practical Expedients Existence of a Significant Financing Component in a Contract If at contract inception, the Company expects 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, the Company does not assess whether a contract has a significant financing component. 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 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. |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisitions | Business Acquisitions The Company uses acquisitions as a strategy to grow its customer base by increasing its presence in new and existing markets, expand and diversify its service offerings, enhance its technology, and acquire skilled personnel. 2023 Acquisitions The Company completed two immaterial acquisitions during the year ended December 31, 2023, paying the purchase price in cash in each transaction. The Consolidated Statement of Operations since the date of each acquisition and the balance sheet as of December 31, 2023, reflect the results of operations of all 2023 acquisitions. Goodwill recognized associated with these acquisitions during the year ended December 31, 2023 was $6.5 million, all of which is expected to be deductible for income tax purposes. Approximately $7.2 million of definite-lived intangibles were recorded in connection with the acquisitions during the year ended December 31, 2023. During the year ended December 31, 2023, the Company recorded adjustments to the initial working capital and to the purchase accounting of certain prior period acquisitions due to the finalization of prior period acquisitions in the Digital Media business which resulted in a net decrease in goodwill of $0.1 million. 2022 Acquisitions The Company completed the following acquisitions during the year ended December 31, 2022, paying the purchase price in cash in each transaction: (a) a purchase of 100% of equity interests of Lifecycle Marketing Group Limited, acquired on January 21, 2022, a United Kingdom-based portfolio of pregnancy and parenting brands, including Emma’s Diary and Health Professional Academy, reported within our Digital Media segment; (b) a purchase of 100% of equity interests of FitNow, Inc., acquired on June 2, 2022, a Massachusetts-based provider of weight loss products and support, reported within our Digital Media segment; and (c) four other immaterial Digital Media acquisitions. The Consolidated Statement of Operations since the date of each acquisition and balance sheet as of December 31, 2022, reflect the results of operations of all 2022 acquisitions. For the year ended December 31, 2022, these acquisitions contributed $33.0 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 $121.7 million, net of cash acquired and assumed liabilities. The following table summarizes the allocation of the preliminary purchase consideration for all 2022 acquisitions as of December 31, 2022 (in thousands): Assets and Liabilities Valuation Accounts receivable $ 7,433 Prepaid expenses and other current assets 4,915 Property and equipment 369 Operating lease right-of-use assets, noncurrent 545 Trade names 12,839 Customer relationships 20,040 Goodwill 95,737 Other intangibles 18,166 Other long-term assets 11 Accounts payable and accrued expenses (6,221) Deferred revenue (21,474) Deferred tax liability (10,140) Other long-term liabilities (516) Total $ 121,704 The fair value of the assets acquired includes accounts receivable of $7.4 million, all of which was expected to be collectible. The Company did not acquire any other classes of receivables as a result of its acquisitions. Goodwill recognized associated with these acquisitions during the year ended December 31, 2022 is $95.7 million, of which $1.2 million is expected to be deductible for income tax purposes. During the year ended December 31, 2022, the purchase price accounting was finalized for the following 2021 acquisitions: DailyOM, SEOmoz, Solutelia, LLC, Arthur L. Davis Publishing and four other immaterial Digital Media and Cybersecurity and Martech acquired business. During the year ended December 31, 2022, the Company recorded adjustments to the initial working capital and to the purchase accounting of prior period acquisitions due to the finalization of certain prior period acquisitions in the Digital Media business. These measurement period adjustments resulted in a net increase in goodwill of $4.5 million, which included a $3.2 million increase in connection with the unfavorable contract liability for an acquired contract. The unfavorable contract liability was expected to be accreted over 3 years as of December 31, 2022. In addition, the Company recorded adjustments to the initial working capital and to the purchase accounting of certain prior period acquisitions in the Cybersecurity and Martech businesses which resulted in a net decrease in goodwill of $0.1 million. Such adjustments had an immaterial impact on the amortization expense within the Consolidated Statements of Operations for the year ended December 31, 2022. Refer to Note 9 — Goodwill and Intangible Assets for additional information. Unaudited Pro Forma Financial Information for All 2022 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, 2021. 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 2022 acquisitions as if each acquisition had occurred on January 1, 2021 (in thousands, except per share amounts): Year ended December 31, 2022 2021 (unaudited) Revenues $ 1,407,300 $ 1,461,178 Net income from continuing operations $ 64,877 $ 398,201 Income per common share from continuing operations - Basic $ 1.38 $ 8.67 Income per common share from continuing operations - Diluted $ 1.38 $ 8.31 2021 Acquisitions 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 other 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 as of December 31, 2021, 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 relationships 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 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 was expected to be uncollectible. The Company did not acquire any other classes of receivables as a result of its acquisitions. 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 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, 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, 2021 (in thousands, except per share amounts): Year ended December 31, 2021 (unaudited) Revenues $ 1,482,323 Net income from continuing operations $ 416,348 Income per common share from continuing operations - Basic $ 9.06 Income per common share from continuing operations - Diluted $ 8.69 SEOmoz Acquisition 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 was expected to be uncollectible. The Company did not acquire any other classes of receivables as a result of its acquisitions. 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, 2021. 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, 2021 (in thousands, except per share amounts): Year ended December 31, 2021 (unaudited) Revenues $ 1,438,099 Net income from continuing operations $ 406,281 Income per common share from continuing operations - Basic $ 8.84 Income per common share from continuing operations - Diluted $ 8.48 Deferred Acquisition Payments As of December 31, 2023, future payments associated with contractual obligations for holdback payments in connection with all business acquisitions are as follows (in thousands): Fiscal Year: 2024 $ 12,483 2025 212 $ 12,695 |
Investments
Investments | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Investments consist of equity and debt securities. Investment in equity securities Following the Separation, the Company retained shares of publicly traded common stock of Consensus. As of December 31, 2023 and December 31, 2022, the Company held approximately 1.0 million and 1.1 million shares, respectively, of the common stock of Consensus. As of December 31, 2023 and December 31, 2022, the carrying value of the investment in Consensus was $27.1 million and $58.4 million, respectively, and is included in ‘Short-term investments’ on the Consolidated Balance Sheets. The Company accounts for its investment in Consensus at fair value under the fair value option, and the related fair value gains and losses are recognized in earnings. During the year ended December 31, 2022, the Company completed the non-cash tax-free debt-for-equity exchanges of 2,800,000 shares of its common stock of Consensus for the extinguishment of $112.3 million of principal of the Company’s Term Loan Facilities (as defined in Note 10 Debt ), and related interest. During the years ended December 31, 2023 and December 31, 2022, the Company sold 52,393 shares and 73,919 shares, respectively, of common stock of Consensus in the open market. Losses on equity securities recorded in ‘Unrealized (loss) gain on short-term investments held at the reporting date, net’ in the Consolidated Statements of Operations consisted of the following (in thousands): Year ended December 31, 2023 2022 Net losses during the period $ (28,138) $ (53,888) Less: gain (loss) on securities sold during the period 357 (46,743) Unrealized loss recognized during the period on short-term investments held at the reporting date $ (28,495) $ (7,145) On July 31, 2023, the Company entered into an agreement to purchase $25.0 million of equity in Xyla, Inc. for a minority ownership stake. This minority investment was made in the form of cash and shares of the Company’s common stock. The Company accounts for its investment in Xyla as an equity investment without a readily determinable fair value measured under the measurement alternative in accordance with ASC Topic 321, Investments - Equity Securities. As of December 31, 2023, the investment in Xyla has a carrying value of $25.3 million, including transaction costs, and is included in ‘Long-term investments’ in the Consolidated Balance Sheets. Prior to December 31, 2021, the Company owned certain equity securities without a readily determinable fair value, which it received as part of the consideration for the sale of a subsidiary in 2017. These securities were privately held, not traded on any public exchanges and not an investment in a mutual fund or similar investment. The Company elected to 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 were reported in current earnings as Loss on investment, net. 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 subsequently sold its remaining investments in these securities with proceeds of $14.3 million and a realized loss of approximately $0.3 million. As of December 31, 2021 cumulative impairment losses on these securities were $40.5 million. Investment in corporate debt security On April 12, 2022, the Company entered into an agreement with an entity to acquire 4% convertible notes with an aggregate value of $15.0 million. On May 19, 2023, the Company entered into the Note Amendment Agreement (the “Amendment”) with respect to the same entity. The Amendment increased the interest rate on the convertible notes to 6%, extended the maturity date, and subordinated all existing and future obligations, liabilities, and indebtedness of the entity to the entity’s senior creditor, as defined in the Amendment. This investment is included in ‘Long-term investments’ in the Consolidated Balance Sheets and is classified as available-for-sale. The investment was initially measured at its transaction price and subsequently remeasured at fair value, with unrealized gains and losses reported as a component of other comprehensive income. As of December 31, 2023, both the carrying value and the maximum exposure of the Company’s investment in corporate debt securities was approximately $15.7 million, with a contractual maturity date that was more than one year but less than five years. As of December 31, 2022, both the carrying value and the maximum exposure of the Company’s investment in corporate debt securities was approximately $15.6 million, with a contractual maturity date that was more than one year but less than five years. Cumulative gross unrealized gains on investment in corporate debt securities as of December 31, 2023 and 2022 was approximately $0.7 million and $0.6 million, respectively. There were no investments in an unrealized loss position as of December 31, 2023 or December 31, 2022. During the years ended December 31, 2023, 2022, and 2021, the Company did not recognize any other-than-temporary impairment losses on its debt securities. Equity method investment On September 25, 2017, the Company entered into a commitment to invest in the OCV Fund. 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, 2023, 2022, and 2021, the Company recognized (loss) income from equity method investment, net of $(9.3) million, $(7.7) million, and $35.8 million, net of tax expense (benefit), respectively. The gains and losses in the years presented were primarily the result of gains and losses in the underlying investments. As of December 31, 2023, both the carrying value and the maximum exposure of the Company’s equity method investment was approximately $99.9 million. As of December 31, 2022, both the carrying value and the maximum exposure of the Company’s equity method investment was approximately $112.3 million. These equity securities are included within ‘Long-term investments’ in the Consolidated Balance Sheets. 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 any further capital. 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 OCV Fund. |
Discontinued Operations and Dis
Discontinued Operations and Dispositions | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations and Dispositions | Discontinued Operations and Dispositions Consensus Spin-Off As further described in Note 2 — Basis of Presentation and Summary of Significant Accounting Policies , on October 7, 2021, the Separation of the cloud fax business was completed. No gain or loss was recorded on the Separation in the Consolidated Statements of Operations. 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. Refer to Note 10 — Debt for additional details. 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 debt principal outstanding on the Bridge Loan Facility of approximately $8.8 million, which is recorded within ‘Gain (loss) on debt extinguishment, net’ component of ‘(Loss) income from discontinued operations, net of income taxes’ within the Consolidated Statements of Operations for the year ended December 31, 2021 (see note 10 — Debt ). 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 based on various facts and assumptions, as well as certain representations, statements and undertakings of Ziff Davis and Consensus being accurate and/or complete . 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 constituted a strategic shift that would have a major effect on the Company’s operations and financial results. Accordingly, the consolidated financial statements reflect the results of the cloud fax business as a discontinued operation for the years ended December 31, 2022 and 2021. 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 key components of cash flows from discontinued operations were as follows (in thousands): Year ended December 31, 2021 Capital expenditures $ 15,252 Depreciation and amortization $ 9,010 Loss on debt extinguishment $ 8,750 Deferred taxes $ 8,015 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, administrative, and other related costs’ component of ‘(Loss) income from discontinued operations, net of income taxes’ within the Consolidated Statement of Operations. These transaction costs primarily related 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, which are further discussed in Note 21 — Related Party Transactions . Further, 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. 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 (as defined in Note 10 — Debt ) issued by J2 Cloud Services, LLC and the Bridge Loan Facility (as defined in Note 10 — Debt ), which was required to be repaid as part of the Separation. During the year ended December 31, 2022, the Company recorded $1.7 million in income tax expense within ‘(Loss) income from discontinued operations, net of income taxes’ within the Consolidated Statement of Operations related to the finalization of state tax returns related to the Separation. The key components of income from discontinued operations were as follows (in thousands): Year ended December 31, 2022 2021 Revenues $ — $ 270,248 Direct costs — (44,306) Sales and marketing — (40,980) Research, development and engineering — (5,814) General, administrative, and other related costs — (39,279) Interest expense and other — (13,856) Income before income taxes — 126,013 Income tax expense (1,709) (30,694) (Loss) income from discontinued operations, net of income taxes $ (1,709) $ 95,319 B2B Back-up and Voice Asset Sales The Company completed the following dispositions that did not meet the criteria for discontinued operations. During the year ended December 31, 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 is presented in ‘Loss on sale of businesses’ on the Consolidated Statement of Operations in the year ended December 31, 2021. During the year ended December 31, 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 was 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 year ended December 31, 2021, which is presented in ‘Goodwill impairment on business’ on the Consolidated Statement of Operations. Refer to 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 is presented in ‘Loss 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, 2023 | |
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. Recurring Fair Value Measurements The Company’s money market funds are classified within Level 1. The Company values these Level 1 investments using quoted market prices. The Investment in Consensus is an investment in equity securities for which the Company elected the fair value option, and the fair value of the Investment in Consensus and subsequent fair value changes are included in our assets of and results from continuing operations, respectively. At December 31, 2023 and 2022, our investment in Consensus common stock was remeasured at fair value based on Consensus’ closing stock price, with unrealized (losses) gains of $(28.5) million and $(7.1) million, respectively, recorded in the Consolidated Statement of Operations and a balance of $27.1 million and $58.4 million, respectively, 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. The Company has investment in a corporate debt security that does not have a readily determinable fair value because the acquired securities are privately held, not traded on any public exchanges and not an investment in a mutual fund or similar investment. The investment in corporate debt securities is classified as available-for-sale and is initially measured at its transaction price. The fair value of the corporate debt securities is determined primarily based on estimates and assumptions, including Level 3 inputs. As of December 31, 2023 and 2022, the fair value was determined based upon various probability-weighted scenarios which included discount rate assumptions between 13% and 14%, depending on the probability scenario. In addition, the determination of fair value included a conversion timeframe of approximately one three 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. 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 any of the inputs in isolation could result in a significantly lower or higher fair value measurement. As of December 31, 2023 and 2022, the contingent consideration was determined using a 100% probability of payout at the maximum amount, without any other estimates applied. 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, 2023 Level 1 Level 2 Level 3 Fair Value Carrying Value Assets: Cash equivalents: Money market and other funds $ 340,928 $ — $ — $ 340,928 $ 340,928 Short-term investments: Consensus common stock 27,109 — — $ 27,109 27,109 Long-term investments: Investment in corporate debt securities — — 15,699 15,699 15,699 Total assets measured at fair value $ 368,037 $ — $ 15,699 $ 383,736 $ 383,736 Liabilities: Contingent consideration $ — $ — $ 2,834 $ 2,834 $ 2,834 Total liabilities measured at fair value $ — $ — $ 2,834 $ 2,834 $ 2,834 December 31, 2022 Level 1 Level 2 Level 3 Fair Value Carrying Value Assets: Cash equivalents: Money market and other funds $ 312,010 $ — $ — $ 312,010 $ 312,010 Short-term investments: Consensus common stock 58,421 — — $ 58,421 $ 58,421 Long-term investments: Investment in corporate debt securities — — 15,586 15,586 15,586 Total assets measured at fair value $ 370,431 $ — $ 15,586 $ 386,017 $ 386,017 Liabilities: Contingent consideration $ — $ — $ 555 $ 555 $ 555 Total liabilities measured at fair value $ — $ — $ 555 $ 555 $ 555 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, 2023 and 2022, there were no transfers that occurred between levels. The following table presents a reconciliation of the Company’s Level 3 financial assets related to our contingent consideration arrangements and investment in corporate debt securities that are measured at fair value on a recurring basis (in thousands): Year ended December 31, 2023 2022 Contingent Consideration Arrangements Corporate Debt Securities Contingent Consideration Arrangements Corporate Debt Securities Balance as of January 1 $ 555 $ 15,586 $ 5,775 $ — Fair value at date of acquisition 2,834 — 555 15,000 Fair value adjustments (1) (200) 113 (2,575) 586 Payments (355) — (3,200) — Balance as of December 31 $ 2,834 $ 15,699 $ 555 $ 15,586 (1) The fair value adjustments to the contingent consideration arrangements in the table above were recorded within ‘General, administrative, and other related costs’ on the Consolidated Statements of Operations during the year ended December 31, 2023 and 2022. The fair value adjustments to the corporate debt securities in the table above were recorded within ‘Change in fair value on available-for-sale investments, net’ on the Consolidated Statements of Comprehensive Income during the year ended December 31, 2023 and 2022. Nonrecurring Fair Value Measurements The Company’s non-financial assets, such as goodwill, intangible assets, right-of-use assets, and property, plant and equipment, are adjusted to fair value only when an impairment is recognized. The Company’s financial assets, comprised of equity securities without readily determinable fair value, are adjusted to fair value when observable price changes are identified or due to impairment. Such fair value measurements are based predominately on Level 3 inputs. See Note 2 — Basis of Presentation for further information on intangible assets and right-of-use assets impairment charges recorded in the years ended December 31, 2023, 2022, and 2021. See Note 9 — Goodwill and Intangible Assets for further information on a goodwill impairment charges recorded in the years ended December 31, 2023, 2022, and 2021. Other Fair Value Disclosures The fair value of the Company’s 4.625% Senior Notes and 1.75% Convertible Notes (as defined in Note 10 — Debt ) was determined using quoted market prices or dealer quotes for instruments with similar maturities and other terms and credit ratings, which are Level 1 inputs. If such information is not available for the 1.75% Convertible Notes, 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. The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes: Year ended December 31, 2023 2022 Carrying Value Fair Value Carrying Value Fair Value 4.625% Senior Notes $ 456,796 $ 405,408 $ 456,400 $ 390,908 1.75% Convertible Notes $ 544,516 $ 519,492 $ 542,653 $ 548,411 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, stated at cost, consists of the following (in thousands): December 31, 2023 2022 Computer hardware, software and related equipment $ 502,564 $ 424,275 Furniture and equipment 2,836 881 Leasehold improvements 9,784 8,614 515,184 433,770 Less: Accumulated depreciation and amortization (327,015) (255,586) Total property and equipment, net $ 188,169 $ 178,184 Depreciation expense was $92.1 million, $76.7 million, and $63.6 million for the years ended December 31, 2023, 2022, and 2021, respectively. Total disposals of property and equipment, net was $0.0 million, $0.2 million, and $11.0 million for the years ended December 31, 2023, 2022, and 2021, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill The changes in carrying amounts of goodwill for the years ended December 31, 2023 and 2022 are as follows (in thousands): Digital Media Cybersecurity and Martech Consolidated Balance as of January 1, 2022 $ 996,659 $ 534,796 $ 1,531,455 Goodwill acquired (Note 4) 95,737 — 95,737 Goodwill impairment (27,369) — (27,369) Purchase accounting adjustments (1) 4,475 (137) 4,338 Foreign exchange translation (3,513) (9,174) (12,687) Balance as of December 31, 2022 $ 1,065,989 $ 525,485 $ 1,591,474 Goodwill acquired (Note 4) 6,451 — 6,451 Goodwill impairment (56,850) — (56,850) Purchase accounting adjustments (1) (72) — (72) Foreign exchange translation 1,362 3,700 5,062 Balance as of December 31, 2023 $ 1,016,880 $ 529,185 $ 1,546,065 (1) Purchase accounting adjustments relate to measurement period adjustments to goodwill in connection with prior business acquisitions (see Note 4 — Business Acquisitions ). During the years ended December 31, 2023 and 2022, the Company reassessed the fair value of certain reporting units within the Digital Media reportable segment as a result of a forecasted reduction in revenue and profitability in those reporting units, as well as an increase in interest rates and market volatility that would affect the Company’s assumptions on its discount rate. Based on the quantitative fair value test in each period, the carrying value of the reporting unit that was tested exceeded its fair value, and the Company recorded an impairment of approximately $56.9 million during the year ended December 31, 2023, and approximately $27.4 million during the year ended December 31, 2022. Following the impairment during the year ended December 31, 2023, there was no excess of fair value over the carrying value at the reporting unit, so any further decrease in estimated fair value that exceeds the carrying value, would result in an additional impairment charge to goodwill. As of December 31, 2023, this reporting unit had goodwill of approximately $79.2 million. Changes in market conditions, and key assumptions made in future quantitative assessments, including expected cash flows, competitive factors, and discount rates, could negatively impact the results of future impairment testing and could result in the recognition of an impairment charge. In each period, the fair value of the reporting unit was determined using an equal weighting of an income approach that was based on the discounted estimated future cash flows of the reporting unit and a market approach that uses the guideline public company approach. We believe the combination of these approaches provides an appropriate valuation because it incorporates the expected cash generation of the reporting unit in addition to how a third-party market participant would value the reporting unit. As the business is assumed to continue in perpetuity, the discounted future cash flows include a terminal value. Determining fair value using a discounted estimated future cash flow analysis requires the exercise of significant judgment with respect to several items, including the amount and timing of expected future cash flows and appropriate discount rates. The expected cash flows used in the discounted cash flow analyses were based on the most recent forecast for the reporting unit. For years beyond the forecast period, the estimates were based, in part, on forecasted growth rates. The discount rate the Company used represents the estimated weighted average cost of capital, which reflects the overall level of inherent risk involved in its reporting unit operations and the rate of return a market participant would expect to earn. Determining fair value using a market approach considers multiples of financial metrics based on trading multiples of a selected peer group of companies. From the comparable companies, a representative market multiple is determined, which is applied to financial metrics to estimate the fair value of the reporting unit. During the year ended December 31, 2022, the Company realigned two reporting units within the Digital Media reportable segment. The Company re-allocated goodwill between the two identified reporting units based upon the relative fair value of the respective reporting units. Immediately before and immediately following this change in reporting units, the Company performed a quantitative fair value assessment using the income approach and market approach noted above, and each of these reporting units exceeded their respective carrying values and, therefore, there was no impairment to goodwill. During the year ended December 31, 2021, the Company recorded an impairment of approximately $32.6 million related to the Company’s B2B Backup business (included in the Cybersecurity and Martech reportable segment). In 2021, the Company received an offer to purchase the B2B Backup business and management determined that the fair value of that business less cost to sell was lower than its carrying amount. The fair value of the business was determined based upon the offer price. The fair value of the remaining reporting unit was determined using an equal weighting of an income approach and a market approach, and was in excess of the remaining carrying value of the reporting unit. Goodwill as of December 31, 2023 and 2022 reflects accumulated impairment losses of $84.2 million and $27.4 million, respectively, in the Digital Media reportable segment. Intangible Assets Subject to Amortization As of December 31, 2023, intangible assets subject to amortization relate primarily to the following (in thousands): Historical Accumulated Net Trade names and trademarks $ 347,895 $ 192,111 $ 155,784 Customer relationships 692,634 555,384 137,250 Other purchased intangibles 379,703 347,331 32,372 Total $ 1,420,232 $ 1,094,826 $ 325,406 As of December 31, 2022, intangible assets subject to amortization relate primarily to the following (in thousands): Historical Accumulated Net Trade names and trademarks (1) $ 360,170 $ 169,150 $ 191,020 Customer relationships 687,798 479,741 208,057 Other purchased intangibles (1) 383,417 319,679 63,738 Total $ 1,431,385 $ 968,570 $ 462,815 (1) The Company reclassified its trademarks as of December 31, 2022 from ‘other purchased intangibles’ to ‘trade names and trademarks’ to conform to current period presentation. The trademarks totaled $54.8 million of carrying value as of December 31, 2022 ($98.5 million of historical cost and $43.7 million of accumulated amortization). Expected amortization expenses for intangible assets subject to amortization at December 31, 2023 are as follows (in thousands): Fiscal Year: 2024 $ 90,774 2025 71,314 2026 56,952 2027 42,989 2028 21,421 Thereafter 41,956 Total expected amortization expense $ 325,406 Amortization expense, included in ‘General, administrative, and other related costs’ on our Consolidated Statements of Operations was approximately $144.9 million, $156.7 million, and $185.7 million for the years ended December 31, 2023, 2022 and 2021, respectively. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt Long-term debt consists of the following (in thousands): December 31, 2023 2022 4.625% Senior Notes $ 460,038 $ 460,038 1.75% Convertible Notes 550,000 550,000 Total Notes 1,010,038 1,010,038 Credit Agreement — — Less: Unamortized discount (2,463) (2,764) Deferred issuance costs (6,263) (8,221) Total long-term debt 1,001,312 999,053 At December 31, 2023, future principal and interest payments for debt are as follows (in thousands): Principal Interest 2024 $ — $ 30,902 2025 — 30,902 2026 550,000 30,902 2027 — 21,276 2028 — 21,276 Thereafter 460,038 42,554 Total $ 1,010,038 $ 177,812 Interest expense was $41.6 million, $37.1 million, and $79.6 million for the years ended December 31, 2023, 2022, and 2021, respectively. 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, as amended. 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 then outstanding 6.0% Senior Notes due in 2025 and the 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 discount and deferred issuance costs are being amortized, at an effective interest rate of 4.7%, to interest expense through the maturity date. 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 have a net leverage ratio of greater than 3.5 to 1.0. In addition, if such net leverage ratio is in excess of 3.5 to 1.0, the restriction on restricted payments is subject to various exceptions, including the total aggregate amount not exceeding the greater of (A) $250 million and (B) 50.0% of EBITDA for the most recently ended four fiscal quarter period ended immediately prior to such date for which internal financial statements are available. The Company is in compliance with its debt covenants for the 4.625% Senior Notes as of December 31, 2023. 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 during the year ended December 31, 2021, which is presented in ‘Gain (loss) on debt extinguishment, net’ on the Consolidated Statements of Operations. Repurchases of 4.625% Senior Notes on the open market (excluding those from a tender offer) were as follows (in thousands): Year ended December 31, 2022 2021 Principal repurchased $ 181,238 $ 25,391 Aggregate purchase price $ 167,661 $ 26,035 (Gain) loss on repurchase (1) $ (12,060) $ 644 (1) Presented within ‘Gain (loss) on debt extinguishment, net’ on the Consolidated Statements of Operations. Cumulatively as of December 31, 2023, the Company repurchased approximately $290.0 million in aggregate principal of its 4.625% Senior Notes. The following table provides additional information on the 4.625% Senior Notes (in thousands): December 31, 2023 2022 Principal amount of 4.625% Senior Notes $ 460,038 $ 460,038 Less: Unamortized discount (2,463) (2,764) Less: Debt issuance costs (779) (874) Net carrying amount of 4.625% Senior Notes $ 456,796 $ 456,400 The following table provides the components of interest expense related to 4.625% Senior Notes (in thousands): Year ended December 31, 2023 2022 2021 Coupon interest expense $ 21,159 $ 24,500 $ 33,899 Non-cash amortization of discount on 4.625% Senior Notes 301 333 529 Amortization of debt issuance costs 95 109 66 Total interest expense related to 4.625% Senior Notes $ 21,555 $ 24,942 $ 34,494 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 Separation, 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. Refer to Note 14 Stockholders’ Equity for additional details. 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 ‘Gain (loss) on debt extinguishment, net’ on our 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. The following table provides the components of interest expense related to the 3.25% Convertible Notes (in thousands): Year ended December 31, 2021 Coupon interest expense $ 5,994 Non-cash amortization of discount on 3.25% Convertible Notes 4,645 Amortization of debt issuance costs 855 Total interest expense related to 3.25% Convertible Notes $ 11,494 No changes in fair value associated with the contingent interest feature of the 3.25% Convertible Notes in interest expense were recorded for the years ended December 31, 2021. 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. Under certain conditions set forth in the indenture, the 1.75% Convertible Notes bear additional interest of 0.50% per annum payable semiannually in arrears on May 1 and November 1 of each year, beginning on May 1, 2021. During the year ended December 31, 2023, the Company recorded $7.7 million of interest expense related to the 1.75% Convertible Notes for such additional interest. The Company paid $7.0 million of this interest obligation to the trustee under the indenture for the 1.75% Convertible Notes in August 2023 and the remaining $0.7 million in November 2023. As of August 1, 2023, the Company has complied with the conditions set forth in the indenture. As such, the cumulative $7.7 million interest expense was non-recurring. 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, 2023 and December 31, 2022, 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 our 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 (or 5,158,071 shares), 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; (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. The following table provides additional information related to the 1.75% Convertible Notes (in thousands): December 31, 2023 2022 Principal amount of 1.75% Convertible Notes $ 550,000 $ 550,000 Less: Carrying amount of debt issuance costs (5,484) (7,347) Net carrying amount of 1.75% Convertible Notes $ 544,516 $ 542,653 The following table provides the components of interest expense related to the 1.75% Convertible Notes (in thousands): Year ended December 31, 2023 (1) 2022 (1) 2021 Coupon interest expense $ 17,369 $ 9,776 $ 9,625 Non-cash amortization of discount on 1.75% Convertible Notes — — 15,338 Amortization of debt issuance costs 1,863 1,858 1,173 Total interest expense related to 1.75% Convertible Notes $ 19,232 $ 11,634 $ 26,136 (1) On January 1, 2022 the Company adopted ASU 2020-06 using the modified retrospective method. At the time of adoption, the Company de-recognized the remaining unamortized debt discount. No amortization of debt discount was recorded during the years ended December 31, 2023 and December 31, 2022, respectively. Accounting for the 1.75% Convertible Notes On January 1, 2022, the Company adopted ASU 2020-06 using the modified retrospective method. As a result of this adoption, the Company de-recognized the remaining unamortized debt discount of $87.3 million on the 1.75% Convertible Notes and, therefore, no longer recognizes any amortization of debt discounts as interest expense. 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 was attributable to the liability component and is being amortized, at an effective interest rate of 5.5%, 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. Upon adoption of ASU 2020-06, the Company reclassified the $2.8 million from additional paid-in-capital to long-term liability and recorded a cumulative adjustment to retained earnings for amortization from the issuance date through January 1, 2022. Credit Agreement On April 7, 2021, the Company entered into a $100.0 million Credit Agreement (the “Credit Agreement”). Subject to certain conditions and approvals, 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. At the Company’s option, amounts borrowed under the Credit Agreement will bear interest at either (i) a base rate equal to the greater of (x) the Federal Funds Effective Rate (as defined in the Credit Agreement) in effect on such day plus 0.5% per annum, (y) the rate of interest per annum most recently announced by the Agent (as defined in the Credit Agreement) as its U.S. Dollar “Reference Rate” and (z) one month Term SOFR (as defined in the Credit Agreement) plus a credit spread adjustment plus 1.00% or (ii) a rate per annum equal to Term SOFR plus a credit spread adjustment, in each case, plus an applicable margin. The applicable margin relating to any base rate loan will range from 0.50% to 1.25% and the applicable margin relating to any Term SOFR loan will range from 1.50% to 2.25%, in each case, depending on the total leverage ratio of the Company. The Company is permitted to make voluntary prepayments of the Credit Facility at any time without payment of a premium or penalty. The Credit Agreement is secured by an associated collateral agreement that provides for a lien on the majority of the Company’s assets and the assets of the guarantors, in each case, subject to customary exceptions. As of December 31, 2023, there were no amounts outstanding under the Credit Agreement. The Credit Agreement contains financial maintenance covenants, including (i) a maximum total leverage ratio as of the last date of any fiscal quarter not to exceed 4.00:1.00 for the Company and its restricted subsidiaries and (ii) a minimum interest coverage ratio as of the last date of any fiscal quarter not less than 3.00:1.00 for the Company and its restricted subsidiaries. The Credit Agreement also contains restrictive covenants that limit, among other things, the Company’s and its restricted subsidiaries’ ability to incur additional indebtedness, create, incur or assume liens, consolidate, merge, liquidate or dissolve, pay dividends or make other distributions or other restricted payments, make or hold certain investments, enter into certain transactions with affiliates, sell assets other than on terms specified by the Credit Agreement, amend the terms of certain other indebtedness and organizational documents and change their lines of business and fiscal years, in each case, subject to customary exceptions. The Credit Agreement also sets forth customary events of default, including, among other things, the failure to make timely payments under the Credit Facility, the failure to satisfy certain covenants, cross-default and cross-acceleration to other material debt for borrowed money, the occurrence of a change of control and specified events of bankruptcy and insolvency. The Company is in compliance with its debt covenants for the Credit Agreement as of December 31, 2023. 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, respectively. 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 was 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 $6.3 million ($5.2 million in the third quarter of 2021 and $1.1 million in the fourth quarter of 2021) in costs and interest associated with the Bridge Loan Facility recorded within ‘Interest and other 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 ‘Gain (loss) on debt extinguishment, net’ component of ‘Income (loss) from discontinued operations, net of income taxes’ within the Consolidated Statements of Operations for the year ended December 31, 2021. On June 10, 2022 (the “Term Loan Funding Date”), the Company entered into a Fifth Amendment to its Credit Agreement with MUFG Union Bank, N.A, as administrative agent and collateral agent and the lenders party thereto to effectuate the debt-for-equity exchange. The Fifth Amendment to the Credit Agreement provided for the Term Loan Facility in an aggregate principal amount of $90.0 million and certain other changes to the Credit Agreement. The Term Loan Facility had a maturity date that was 60 days after the Term Loan Funding Date. The Term Loan Facility bore interest at a base rate equal to the greater of (x) the Federal Funds Effective Rate, as defined in the Credit Agreement, in effect on such day plus 0.5% per annum, (y) the rate of interest per annum most recently announced by the Agent, as defined in the Credit Agreement, as its U.S. Dollar “Reference Rate” and (z) one month LIBOR plus 1%, provided that the base rate for any term loan made under the Credit Agreement shall be greater of clause (x) and (y) above in each case. During June 2022, the Company borrowed approximately $90.0 million under the Term Loan Facility and completed the non-cash debt-for-equity exchange of 2,300,000 shares of its common stock of Consensus to settle its obligation of $90.0 million outstanding aggregate principal amount of the Term Loan Facility plus an immaterial amount of interest. On September 15, 2022 (the “Term Loan Two Funding Date”), the Company entered into a Sixth Amendment to its Credit Agreement with MUFG Union Bank, N.A, as administrative agent and collateral agent and the lenders party thereto to effectuate the debt-for-equity exchange. The Sixth Amendment to the Credit Agreement provided for the Term Loan Two Facility in an aggregate principal amount of approximately $22.3 million and certain other changes to the Credit Agreement. The Term Loan Two Facility had a maturity date that was 60 days after the Term Loan Two Funding Date. The Term Loan Two Facility bore interest at a base rate equal to the greater of (x) the Federal Funds Effective Rate, as defined in the Credit Agreement, in effect on such day plus 0.5% per annum, (y) the rate of interest per annum most recently announced by the Agent, as defined in the Credit Agreement, as its U.S. Dollar “Reference Rate” and (z) one month LIBOR plus 1%, provided that the base rate for any term loan made under the Credit Agreement shall be greater of clause (x) and (y) above in each case. During September 2022, the Company borrowed approximately $22.3 million under the Term Loan Two Facility and completed the non-cash debt-for-equity exchange of 500,000 shares of its common stock of Consensus to settle its obligation of $22.3 million outstanding aggregate principal amount of the Term Loan Two Facility plus an immaterial amount of interest. As of December 31, 2022, the Company recorded a loss on extinguishment of debt of approximately $0.6 million, related to the debt-for-equity exchanges, which is presented within ‘Gain (loss) on debt extinguishment, net’ on our Consolidated Statements of Operations. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company leases certain facilities and equipment under non-cancelable operating leases which expire at various dates through 2031. Office and equipment leases are typically for terms of three During the year ended December 31, 2023, 2022, and 2021, the Company recorded impairments of $2.2 million, $1.0 million, and $12.7 million, respectively on its operating lease right of use assets within Digital Media and Cybersecurity and Martech 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 “remote” or “partial remote” work model. 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 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, administrative, and other related costs’ 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. Operating right-of-use assets are included in ‘Other assets’ on the Consolidated Balance Sheets. Operating lease liabilities are included in ‘Other current liabilities’ and ‘Other noncurrent liabilities’, respectively, on the Consolidated Balance Sheets as follows (in thousands): December 31, 2023 2022 Operating lease right-of-use assets $ 24,564 $ 40,640 Operating lease liabilities, current $ 15,801 $ 22,153 Operating lease liabilities, noncurrent 16,626 33,996 Total operating lease liabilities $ 32,427 $ 56,149 The components of lease expense are as follows (in thousands): December 31, 2023 2022 Operating lease cost $ 15,065 $ 17,656 Short-term lease cost (1) 1,070 1,127 Total lease cost $ 16,135 $ 18,783 (1) The Company made an election to account for a short-term lease payments on a straight-line basis over the term of the lease. Other supplemental operating lease information consists of the following: December 31, 2023 2022 Operating leases: Weighted average remaining lease term 3.0 years 3.3 years Weighted average discount rate 3.27 % 3.08 % As of December 31, 2023, maturities of operating lease liabilities were as follows (in thousands): 2024 $ 16,950 2025 7,395 2026 4,598 2027 2,483 2028 837 Thereafter 1,839 Total lease payments $ 34,102 Less: Imputed interest 1,675 Present value of operating lease liabilities $ 32,427 Sublease Total sublease income for the years ended December 31, 2023, 2022, and 2021 was $6.0 million, $6.8 million, and $2.0 million, respectively. Total estimated aggregate sublease income to be received in the future is $7.2 million. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In the ordinary course of business, the Company enters into commitments including those related to cloud computing, information technology, security, and information and document management. The Company also has revenue sharing arrangements with annual minimum guarantees based upon third-party website advertising metrics and other contractual provisions. 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-06096), alleging violations of federal securities laws. The court appointed a lead plaintiff. The Company moved to dismiss the consolidated class action complaint. The court granted the motion to dismiss and the plaintiff filed an amended complaint. The Company moved to dismiss the amended complaint. On August 8, 2022, the court granted the Company’s motion to dismiss the amended complaint without leave to amend. The lead plaintiff has filed a notice of appeal and the matter is pending on appeal. On September 24, 2020, International Union of Operating Engineers of Eastern Pennsylvania and Delaware filed a 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 to 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 reached an agreement to settle the lawsuit, which required court approval. On July 29, 2021, the parties filed a stipulation of settlement that provided the terms of the settlement and began the settlement approval process with the court. On January 20, 2022, the Court approved the settlement. Among other terms of the settlement, no further management fees will be charged and 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. As part 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 in these other actions. 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 recognizes a liability for these matters when it is probable that an obligation exists and the amount can be reasonably estimated based on all relevant information that is available at each reporting period. The Company established reserves for these matters of $28.1 million and $25.5 million as of December 31, 2023 and 2022, respectively, which are included within ‘Accounts payable’ and ‘Other long-term liabilities’ on the Consolidated Balance Sheet. 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, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The continuing operations income tax (expense) benefit consisted of the following (in thousands): Year ended December 31, 2023 2022 2021 Current: Federal $ (29,040) $ (42,698) $ 8,435 State (8,179) (12,184) 248 Foreign (16,940) (16,066) (15,931) Total current (54,159) (70,948) (7,248) Deferred: Federal 20,817 12,667 17,132 State 7,177 (1,577) 5,044 Foreign 2,023 1,901 (729) Total deferred 30,017 12,991 21,447 Income tax (expense) benefit from continuing operations $ (24,142) $ (57,957) $ 14,199 A reconciliation of the statutory federal income tax rate with the Company’s continuing operations effective income tax rate is as follows: Year ended December 31, 2023 2022 2021 Statutory tax rate 21.0 % 21.0 % 21.0 % State income taxes, net 6.5 5.0 (1.3) Foreign rate differential 3.1 1.0 (0.3) Foreign income inclusion 6.0 5.4 0.7 Foreign tax credit (4.7) (5.1) (0.8) Reserve for uncertain tax positions (5.9) (3.2) (2.4) Valuation allowance — — (1.7) Impact on deferred taxes of enacted tax law and rate changes 0.6 1.4 (0.5) Tax credits and incentives (8.4) (5.0) (1.5) Impairment of goodwill 16.0 — — Mark-to market on investment in Consensus — 22.1 (18.0) Return to provision adjustments (5.1) 1.1 0.5 Executive compensation 2.4 1.5 0.7 Other 0.7 (1.0) (0.4) Effective tax rates 32.2 % 44.2 % (4.0) % The effective tax rate for continuing operations for the year ended December 31, 2023 differs from the federal statutory rate primarily due to the expense recognized for book purposes on the goodwill impairment related to one of the Company’s reporting units that resulted in no corresponding tax benefit and had a detrimental impact to the effective tax rate. The detrimental impact to our effective tax rate was partially offset by a tax benefit recognized as a result of a decrease in the reserve for uncertain tax positions that was primarily due to the lapse of the statute of limitations. The effective tax rate for continuing operations for the year ended December 31, 2022 differs from the federal statutory rate primarily due to a book-tax difference related to the loss recognized for accounting purposes related to the Company’s shares held in Consensus stock. The Company recognized a deferred tax liability resulting in tax expense of $13.4 million on the outside basis difference between the book basis exceeding the tax basis of the Investment in Consensus on October 7, 2022 due to future disposals of the shares being subject to tax 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 is due to income earned in the United States also being subject to income taxes in various state jurisdictions with statutory tax rates that can range from 2.5 percent to 11.5 percent. This increase in the effective income tax rate is offset by a decrease in the net reserve for uncertain tax positions during 2022 and a tax benefit claimed in the United States related to a deduction for foreign-derived intangible income. 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 effective tax rate for continuing operations for 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 was not subject to tax since the Company had the ability to dispose of the investment in a tax-free manner based on guidance and requirements set out by the Internal Revenue Service. Additionally, the Company recorded 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 Organization for Economic Co-operation and Development (“OECD”) established a Pillar Two Framework that was supported by over 130 countries worldwide. On December 15, 2022, the European Union (“EU”) Member States adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15% with effective dates of January 1, 2024 and January 1, 2025, for different aspects of the directive. A significant number of other countries are also implementing similar legislation. The Company is continuing to evaluate the impact on future periods of the Pillar Two Framework and pending legislative adoption by additional individual countries in which we operate. Although we are unable to predict when and how the Pillar Two Framework will be enacted into law, based on the countries in which we operate, the Company does not believe that the adoption of the Pillar Two Framework will have a material effect on our liability for corporate taxes and our consolidated effective tax rate. 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, 2023 2022 Deferred tax assets: Net operating loss and other carryforwards $ 15,762 $ 19,513 Tax credit carryforwards 4,743 4,222 Accrued expenses 14,629 10,702 Allowance for bad debt 2,003 1,445 Share-based compensation expense 6,097 3,885 Operating lease liabilities 6,320 16,756 Basis difference in fixed assets 22,191 14,642 Deferred revenue 2,420 2,994 State taxes 1,974 4,447 Other 2,468 3,920 78,607 82,526 Less: valuation allowance (1,720) (1,699) Total deferred tax assets $ 76,887 $ 80,827 Deferred tax liabilities: Operating lease right-of-use assets (4,618) (14,008) Basis difference in intangible assets (86,712) (101,797) Unrealized gains on investments (13,512) (24,123) Prepaid insurance (2,835) (2,744) Other (5,982) (8,639) Total deferred tax liabilities (113,659) (151,311) Net deferred tax liabilities $ (36,772) $ (70,484) The Company had approximately $76.9 million and $80.8 million in deferred tax assets, net of valuation allowances as of December 31, 2023 and 2022, respectively, related primarily to net operating loss, operating lease liabilities, interest expense and capital loss carryforwards, tax credit carryforwards, capitalized research and development expenses, and accrued expenses being 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 $1.7 million and $1.7 million as of December 31, 2023 and 2022, respectively. The rollforward of the valuation allowance on the deferred tax assets from continuing operations is as follows (in thousands): Year ended December 31, 2023 2022 2021 Beginning balance $ 1,699 $ 1,812 $ 8,262 Charges to costs and expenses 21 — 178 Write-offs and recoveries — (113) (6,628) Ending balance $ 1,720 $ 1,699 $ 1,812 As of December 31, 2023, the Company had federal net operating loss carryforwards (“NOLs”) of $9.1 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 Company estimates that all of the above-mentioned federal NOLs will be available for use before their expiration. Approximately $7.5 million of the NOLs expire through 2037 depending on the year the loss was incurred and $1.6 million of the NOLs carry forward indefinitely. As of December 31, 2023, the Company’s deferred tax assets include interest expense limitation carryovers of $1.9 million, which last indefinitely. The Company also has federal capital loss limitation carryforwards as of December 31, 2023 of $21.8 million that begin to expire in 2026. In addition, as of December 31, 2023, the Company had available state research and development tax credit carryforwards of $5.4 million, which last indefinitely. The Company had no foreign tax credit carryforwards as of December 31, 2023. The Company has not provided for deferred taxes on approximately $272.4 million of undistributed earnings from foreign subsidiaries as of December 31, 2023 or 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. In addition, because of the various avenues in which to repatriate the earnings, it is not practicable to determine the amount of the unrecognized deferred tax liability related to the undistributed earnings if eventually remitted. Certain taxes are prepaid during the year and, where appropriate, included within ‘Prepaid expenses and other current assets’ on the Consolidated Balance Sheet. The Company’s prepaid taxes were $4.7 million and $3.2 million at December 31, 2023 and 2022, respectively. Income from continuing operations before income taxes included income from domestic operations of $25.8 million, $71.8 million, and $279.7 million for the years ended December 31, 2023, 2022, and 2021, respectively, and income from foreign operations of $49.2 million, $59.4 million, and $71.7 million for the years ended December 31, 2023, 2022, and 2021, 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, 2023, the total amount of unrecognized tax benefits for continuing operations was $29.2 million, of which $27.4 million, if recognized, would affect the Company’s effective tax rate. As of December 31, 2022, the total amount of unrecognized tax benefits for continuing operations was $34.2 million, of which $32.7 million, if recognized, would affect the Company’s effective tax rate. 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. The aggregate changes in the balance of unrecognized tax benefits, which excludes interest and penalties, for 2023, 2022, and 2021, is as follows (in thousands): Year ended December 31, 2023 2022 2021 Beginning balance $ 34,208 $ 39,527 $ 46,032 Increases related to tax positions during a prior year 218 — 3,448 Decreases related to tax positions taken during a prior year (1,023) (2,816) (5,511) Increases related to tax positions taken in the current year 744 819 4,675 Decreases related to expiration of statute of limitations (4,989) (3,322) (9,117) Ending balance $ 29,158 $ 34,208 $ 39,527 The Company includes interest and penalties related to unrecognized tax benefits within ‘Income tax expense’ on the Consolidated Statements of Operations. As of December 31, 2023, 2022, and 2021, the total amount of interest and penalties accrued was $7.1 million, $6.3 million, and $5.7 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 2023, 2022, and 2021 of $0.7 million, $0.7 million, and $(1.5) 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. 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. 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. 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 2020. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity In connection with the Separation, 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 in connection with that redemption (see Note 10 — Debt ). On August 6, 2020, the Company’s Board of Directors approved a program authorizing the repurchase of up to ten million shares of the Company’s common stock through August 6, 2025 (the “2020 Program”). The Company entered into certain Rule 10b5-1 trading plans to execute repurchases under the 2020 Program. During the years ended December 31, 2023, 2022, and 2021, the Company repurchased 1,585,846, 736,536, and 445,711 shares, respectively, under the 2020 Program, at an aggregate cost of $104.9 million, $71.3 million, and $47.7 million, respectively (including excise tax). Cumulatively as of December 31, 2023, 5,258,692 shares were repurchased under the 2020 Program, at an aggregate cost of $401.8 million (including excise tax). As a result of the repurchases, the number of shares of the Company’s common stock available for purchase as of December 31, 2023 was 4,741,308 shares. 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, 2023, 2022 and 2021, the Company purchased and retired 69,622, 72,886, and 251,946 shares at an aggregate cost of approximately $4.6 million, $7.0 million, and $30.6 million, respectively, from plan participants for this purpose. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation The Company’s share-based compensation plans include the 2015 Stock Option Plan (the “2015 Plan”) and 2001 Employee Stock Purchase Plan (the “Purchase Plan”). Each plan is described below. 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, 2023, 435,135 shares underlying options and 777,197 shares of restricted stock units were outstanding under the 2015 Plan. As of December 31, 2023, there were 1,072,913 additional shares underlying options, shares of restricted stock and other share-based awards available for grant under the 2015 Plan. In connection with the Separation and pursuant to the anti-dilution provisions of 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 units 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. Share-Based Compensation Expense The following table presents the effects of share-based compensation expense in the Consolidated Statements of Operations during the periods presented (in thousands): Year ended December 31, 2023 2022 2021 Direct costs $ 262 $ 341 $ 306 Sales and marketing 2,686 3,083 1,288 Research, development, and engineering 3,245 2,503 1,984 General, administrative, and other related costs 25,727 20,674 20,551 Total share-based compensation expense $ 31,920 $ 26,601 $ 24,129 Stock Options As of December 31, 2023, 2022, and 2021, options to purchase 271,959, 217,567, and 168,614 shares of common stock were exercisable under and outside of the 2015 Plan, at weighted average exercise prices of $68.97, $68.97, $67.62, respectively. Stock options generally expire after 10 years and vest over a 5 to 8 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, 2023, 2022, and 2021 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, 2021 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 Granted — — Exercised (5,439) 27.15 Canceled — — Options outstanding at December 31, 2022 435,135 $ 68.97 Granted — $ — Exercised — $ — Canceled — $ — Options outstanding at December 31, 2023 435,135 $ 68.97 4.0 $ — Exercisable at December 31, 2023 271,959 $ 68.97 4.0 $ — Vested and expected to vest at December 31, 2023 144,040 $ 68.97 4.0 $ — (1) As noted above, in connection with the Consensus separation and pursuant to the anti-dilution provisions of 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. There were no stock option exercises in 2023. The total intrinsic values of options exercised during the years ended December 31, 2022 and 2021 was $0.4 million and $5.8 million, respectively. The total fair value of options vested during the years ended December 31, 2023, 2022, and 2021 was $1.0 million, $1.1 million, and $1.0 million, respectively. Cash received from options exercised under all share-based payment arrangements for the years ended December 31, 2022 and 2021 was $0.1 million, and $2.9 million, respectively. The actual tax benefit realized for the tax deductions from option exercises under the share-based payment arrangements totaled $0.3 million and $1.9 million, respectively, for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2023, there was $1.9 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 2.0 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. 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 four The Company has awarded certain key employees market-based restricted stock and market-based restricted stock units 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). Share-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, 2023, 2022, and 2021 the Company awarded 167,606, 100,193, and 73,094 market-based restricted stock units at stock price targets ranging from $83.61 to $103.76 per share. The per share weighted average grant-date fair values of the market-based restricted stock units granted during the years ended December 31, 2023, 2022, and 2021 were $70.06, $87.11, and $94.40, respectively. The weighted-average fair values of market-based restricted stock units granted have been estimated utilizing the following assumptions: December 31, 2023 2022 2021 Underlying stock price at valuation date $ 77.8 $ 99.32 $ 113.27 Expected volatility 32.0 % 36.7 % 30.3 % Risk-free interest rate 4.1 % 1.8 % 1.3 % Restricted stock award activity for the years ended December 31, 2023, 2022 and 2021 is set forth below: Shares Weighted-Average Nonvested at January 1, 2021 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 $ 62.66 Granted — — Vested (67,762) 80.64 Canceled (4,920) 84.77 Nonvested at December 31, 2022 311,281 $ 59.90 Granted — — Vested (52,060) 72.29 Canceled (322) 77.75 Nonvested at December 31, 2023 258,899 $ 48.76 (1) As noted above, in connection with the Consensus separation and pursuant to the anti-dilution provisions of 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, 2023, 2022 and 2021 is set forth below: Number of Aggregate Outstanding at January 1, 2021 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 Granted 254,215 Vested (115,523) Canceled (35,081) Outstanding at December 31, 2022 464,354 Granted 473,155 Vested (111,185) Canceled (49,127) Outstanding at December 31, 2023 777,197 $ 52,219,866 Vested and expected to vest at December 31, 2023 721,572 $ 48,482,422 (1) As noted above, in connection with the Consensus separation and pursuant to the anti-dilution provisions of 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, 2023, the Company had unrecognized share-based compensation cost of approximately $43.4 million associated with these restricted stock awards and restricted stock units. This cost is expected to be recognized over a weighted-average period of 1.9 years for restricted stock awards and 2.4 years for restricted stock units. The total fair value of restricted stock and restricted stock units vested during the years ended December 31, 2023, 2022, and 2021 was $11.3 million, $12.4 million, and $68.1 million, respectively. The actual tax benefit realized for the tax deductions from the vesting of restricted stock and restricted stock units totaled $1.9 million, $2.8 million, and $9.5 million, respectively, for the years ended December 31, 2023, 2022, and 2021. 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 six-month offering periods is equal to 85% of the lesser of the fair market value of a share of the common stock of the Company on the beginning or the end of the offering period. Employees are immediately vested in the shares purchased at the purchase date. During 2023, 2022, and 2021, 74,390, 139,992, and 109,248 shares were purchased under the Purchase Plan, respectively, at a price ranging from $53.80 to $54.24 per share during 2023. Cash received upon the issuance of the Company’s common stock under the Purchase Plan was $8.7 million, $9.4 million, and $9.2 million for the years ended December 31, 2023, 2022, and 2021, respectively. As of December 31, 2023, 994,221 shares were available under the Purchase Plan for future issuance. 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, or the six-month offering 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 12.54%, 11.83%, and 11.15% as of December 31, 2023, 2022, and 2021, respectively. The share-based compensation expense related to the Purchase Plan has been estimated utilizing the following weighted average assumptions: December 31, 2023 2022 2021 Risk-free interest rate 3.35% 1.17% 0.05% Expected term (in years) 0.5 0.5 0.5 Expected volatility 38.3% 40.7% 35.0% |
Defined Contribution 401(k) Sav
Defined Contribution 401(k) Savings Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Defined Contribution 401(k) Savings Plan | Defined Contribution 401(k) Savings Plan The 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, 2023, 2022, and 2021, the Company made contributions of $5.2 million, $5.1 million, and $4.8 million, respectively, to these 401(k) Savings Plans. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share Reconciliation [Abstract] | |
Earnings Per Share | Earnings Per Share The components of basic and diluted earnings per share from continuing operations are as follows (in thousands, except share and per share data): Year ended December 31, 2023 2022 2021 Numerator for basic and diluted net income per common share: Net income from continuing operations $ 41,503 $ 65,466 $ 401,395 Less: Net income available to participating securities (1) (2) (20) (326) Plus: 1.75% Convertible Notes interest expense (after-tax) — — — Net income available to the Company’s common shareholders from continuing operations $ 41,501 $ 65,446 $ 401,069 Denominator: Basic weighted-average outstanding shares of common stock 46,400,941 46,954,558 45,893,928 Diluted effect of: Equity incentive plans 63,320 71,291 311,585 Convertible debt (2) — — 1,657,232 Diluted weighted-average outstanding shares of common stock 46,464,261 47,025,849 47,862,745 Net income per share from continuing operations: Basic $ 0.89 $ 1.39 $ 8.74 Diluted $ 0.89 $ 1.39 $ 8.38 Weighted-average shares excluded from diluted weighted-average shares outstanding: Anti-dilutive stock options and restricted stock 629,807 — — Anti-dilutive convertible debt 5,158,071 5,158,071 — (1) Represents unvested share-based payment awards that contain certain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid). (2) Under the modified retrospective method of adoption of ASU 2020-06, the dilutive impact of convertible debt was calculated using the if-converted method for the years ended December 31, 2023 and 2022. The dilutive impact of convertible debt was calculated using the treasury stock method for the years ended December 31, 2021 (see Note 10 Debt ). |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2023 | |
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 Company aggregates its operating segments into two reportable segments: Digital Media and Cybersecurity and Martech. 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 and profit or loss from operations. Information on reportable segments and reconciliation to income from operations is as follows (in thousands): Years Ended December 31, 2023 2022 2021 Revenue by reportable segment: Digital Media $ 1,072,971 $ 1,079,172 $ 1,069,300 Cybersecurity and Martech 291,209 312,626 348,611 Elimination of inter-segment revenues (1) (152) (801) (1,189) Total segment revenues 1,364,028 1,390,997 1,416,722 Corporate — — — Total revenues $ 1,364,028 $ 1,390,997 $ 1,416,722 Operating costs and expenses by reportable segment (3) : Digital Media 931,980 880,240 851,807 Cybersecurity and Martech (4) 248,151 262,426 338,464 Elimination of inter-segment operating expenses (152) (801) (1,189) Total segment operating expenses 1,179,979 1,141,865 1,189,082 Corporate (2)(4) 51,438 50,191 60,300 Total operating costs and expenses 1,231,417 1,192,056 1,249,382 Operating income by reportable segment: Digital Media operating income 140,991 198,932 217,493 Cybersecurity and Martech operating income (4) 43,058 50,200 10,147 Total segment operating income 184,049 249,132 227,640 Corporate (2)(4) (51,438) (50,191) (60,300) Income from operations $ 132,611 $ 198,941 $ 167,340 (1) Inter-segment revenues in the Digital Media reportable segment were $0.2 million, $0.8 million, and $0.8 million, for the years ended December 31, 2023, 2022, and 2021, respectively. Inter-segment revenues in the Cybersecurity and Martech reportable segment were $0.0 million, $0.0 million, and $0.4 million, for the years ended December 31, 2023, 2022, and 2021, respectively. (2) 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. (3) Operating expenses for each segment include cost of sales and 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. For the twelve months ended December 31, 2023 and 2022, the Company had an impairment to goodwill within operating costs and expenses for Digital Media. For the twelve months ended December 31, 2021, the Company had an impairment to goodwill within operating costs and expenses for Cybersecurity and Martech. (4) For the year ended December 31, 2021, approximately $19.2 million of general and administrative costs were reflected as Corporate operating costs and expenses in the Company’s December 31, 2021 Form 10-K, however, should have been reflected as an operating cost for the Cybersecurity and Martech reportable segment. The Company reclassified these costs in the table above as an operating cost for the Cybersecurity and Martech reportable segment and as a reduction of operating costs for Corporate, as well as the resulting impact in operating income (loss) for Cybersecurity and Martech and Corporate. The reclassification has no impact on consolidated operating income (loss) from continuing operations for the year ended December 31, 2021. The CODM does not use Balance Sheet information in connection with operating and investment decisions and as such that information is not presented. The CODM does use capital expenditures by reportable segment in connection with operating and investment decisions. Accordingly, the following segment information is presented for Digital Media and Cybersecurity and Martech. Year ended December 31, 2023 2022 2021 Capital expenditures: Digital Media $ 83,921 $ 85,049 $ 80,877 Cybersecurity and Martech 24,712 21,094 17,611 Total from reportable segments 108,633 106,143 98,488 Corporate 96 11 — Capital expenditures of discontinued operations — — 15,252 Total capital expenditures $ 108,729 $ 106,154 $ 113,740 Depreciation and amortization: Digital Media $ 184,321 $ 184,658 $ 193,661 Cybersecurity and Martech 52,618 48,714 55,344 Total from reportable segments 236,939 233,372 249,005 Corporate 27 28 288 Depreciation and amortization of — — 9,010 Total depreciation and amortization $ 236,966 $ 233,400 $ 258,303 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). Year ended December 31, 2023 2022 2021 Revenues: United States $ 1,137,857 $ 1,181,936 $ 1,187,207 All other countries 226,171 209,061 229,515 Total $ 1,364,028 $ 1,390,997 $ 1,416,722 Long-lived assets, excluding goodwill and other intangible assets are as follows (in thousands): December 31, 2023 2022 Long-lived assets: United States $ 161,913 $ 171,957 All other countries 50,820 46,867 Total $ 212,733 $ 218,824 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Non-cash investing and financing activities were as follows (in thousands): Year ended December 31, 2023 2022 2021 (1) Non-cash investing activity: Property and equipment, accrued but unpaid $ 55 $ 150 $ 50 Right-of-use assets acquired in exchange for operating lease obligations $ 1,597 $ 4,130 $ 9,850 Purchase of equity investments with common stock $ 13,500 $ — $ — Disposition of Consensus common stock (2) $ — $ 112,286 $ — Non-cash financing activity: Debt principal settled in exchange for Consensus common stock (2) $ — $ 112,286 $ — Debt principal settled in exchange for Consensus senior notes due 2028 $ — $ — $ 485,000 Conversion shares issued as extinguishment cost to redeem 3.25% Convertible Notes $ — $ — $ 431,952 Reacquisition of 3.25% Convertible Notes, net of tax $ — $ — $ 390,526 (1) Combines continuing and discontinued operations. (2) During the year ended December 31, 2022, the Company disposed $160.1 million of its investment in Consensus in exchange for $112.3 million of debt and recorded $47.8 million of loss on investment, net. Supplemental data (in thousands): Year ended December 31, 2023 2022 2021 Interest paid $ 38,653 $ 36,168 $ 54,479 Income taxes paid, net of refunds $ 64,594 $ 59,543 $ 61,162 Operating cash outflows related to lease liabilities were as follows (in thousands): Year ended December 31, 2023 2022 2021 Operating cash outflows related to lease liabilities $ 23,230 $ 26,921 $ 27,798 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023, 2022, and 2021 (in thousands): Unrealized Gains (Losses) on Investments Foreign Currency Translation Total Balance as of January 1, 2021 $ 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) Other comprehensive income (loss) before reclassifications 272 (32,479) (32,207) Consensus separation adjustment — 4,056 4,056 Net current period other comprehensive income (loss) 272 (28,423) (28,151) Balance as of December 31, 2022 $ 441 $ (85,814) $ (85,373) Other comprehensive income before reclassifications 96 13,657 13,753 Net current period other comprehensive income 96 13,657 13,753 Balance as of December 31, 2023 $ 537 $ (72,157) $ (71,620) The following table provides details about reclassifications out of accumulated other comprehensive loss for the years ended December 31, 2023, 2022, and 2021. Details about Accumulated Other Comprehensive Loss components Amount reclassified from Accumulated Other Comprehensive Loss Affected line item in the Statements of Operations For the year ending December 31, 2023 2022 2021 Unrealized loss on available-for-sale investments $ — $ — $ (151) Loss on investments, net — — (151) Income before income taxes Total reclassifications for the period $ — $ — $ (151) Net income |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Consensus As of December 31, 2023 and December 31, 2022, the Company held approximately 1.0 million and 1.1 million shares of the common stock of Consensus, respectively, representing approximately 5% of the Consensus outstanding common stock at each period end. The Company determined that Consensus was no longer a related party after September 30, 2022. Related party transactions with Consensus through September 30, 2022 are included within the disclosures below. In preparation for and in executing the Separation, the Company incurred transaction-related costs, some of which were reimbursed by Consensus, of approximately $23.3 million (excluding costs associated with the debt exchange noted below), before reimbursement by Consensus. These transaction costs primarily related 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 expected 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, administrative, and other related costs’ component of ‘Income (loss) from discontinued operations, net of income taxes’ within the Consolidated Statement of Operations. During the year ended December 31, 2021, 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 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 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 nearly all such services were terminated without extension twelve months after the Separation. During the years ended December 31, 2022 and 2021, the Company recorded an offset to expense of approximately $1.2 million and $2.1 million, respectively, from Consensus related to the transition services agreement within ‘General, administrative, and other related costs’ within the Consolidated Statements of Operations. Further, the Company assigned its lease of office space in Los Angeles, California to Consensus. Ziff Davis remained the lessee under this lease and its obligations remained in place through October 7, 2022, after which time Consensus took over the lease in full. During the years ended December 31, 2022 and 2021, the Company recorded an offset to lease expense of approximately $1.5 million and $0.5 million, respectively, related to this lease, however, Consensus paid the landlord directly and not Ziff Davis. Amounts due from Consensus as of December 31, 2021 were $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 are included in within ‘Accounts receivable’ within the Consolidated Balance Sheets. OCV OCV is considered a related party because it is an investment that is accounted for by the equity method. On September 25, 2017, the Company entered into a commitment to invest $200.0 million (approximately 76.6% of equity) in the OCV Fund. The primary purpose of the OCV 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 OCV Fund are entities with respect to which Richard S. Ressler, former Chairman of the Board of Directors (the “Board”) of the Company, is indirectly the majority equity holder. Mr. Ressler’s tenure with the Board ended as of May 10, 2022. As a limited partner in the OCV Fund, prior to the settlement of certain litigation generally related to the Company’s investment in the OCV Fund in January 2022, the Company paid an annual management fee to the manager equal to 2.0% 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 OCV Fund’s general partner would be entitled to a carried interest equal to 20%. The OCV Fund has a six year investment period, subject to certain exceptions. The commitment was approved by the Audit Committee of the Board in accordance with the Company’s related-party transaction approval policy. At the time of the settlement of the litigation (see Note 12 Commitments and Contingencies ), the Company had invested approximately $128.8 million in the OCV Fund. In connection with the settlement of the litigation, among other terms, no further capital calls will be made in connection with the Company’s investment in the OCV Fund, nor will any further management fees be paid by the Company to the manager. During the years ended December 31, 2022 and 2021, the Company recognized expense for management fees of $1.5 million and $3.0 million, net of tax benefit, respectively. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event On February 5, 2024, the Company completed an acquisition of 100% of the equity interest of TDS Gift Cards, a digital gifting and branded payments platform. After adjustment for net working capital liabilities, the Company paid approximately $48 million in cash. The acquisition will be accounted for as a business combination under ASC 805, Business Combinations . The Company is in the process of finalizing the accounting for this transaction and will complete the preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed by the end of the first quarter of 2024. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net income | $ 41,503 | $ 63,757 | $ 496,714 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | 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. |
Use of Estimates | 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 credit losses. 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. |
Consensus, Inc. Spin-Off and Discontinued Operations | 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. retained a 19.9% interest in Consensus following the Separation (the “Investment in Consensus”). On October 7, 2021, Consensus paid Ziff Davis approximately $259.1 million of cash in a distribution that was anticipated to be tax-free provided certain requirements were 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. Refer to Note 10 — Debt for additional details. 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. During the year ended December 31, 2022, the Company entered into a Fifth Amendment and Sixth Amendment to its existing Credit Agreement, providing for the issuance of senior secured term loans under the Credit Agreement (the “Term Loan Facilities”), in an aggregate principal amount of approximately $112.3 million. During the year ended December 31, 2022, the Company subsequently completed non-cash exchanges of 2,800,000 shares of its common stock of Consensus with the lenders under the Fifth and Sixth Amendments to settle the Company’s obligations of $112.3 million outstanding aggregate principal amount of the Term Loan Facilities plus related interest. Refer to Note 10 — Debt for additional details. As of December 31, 2023, the Company continues to hold approximately 1.0 million shares of the common stock of Consensus. The Investment in Consensus represents the investment in equity securities for which the Company elected the fair value option and subsequent fair value changes in the Consensus shares are included in the assets of and results from continuing operations. Refer to Note 5 Investments and Note 6 Discontinued Operations and Dispositions |
Reclassifications | Reclassifications Certain prior year reported amounts have been reclassified to conform to 2023 presentation. The Company reclassified its trademarks as of December 31, 2022 from ‘other purchased intangibles’ to ‘trade names and trademarks’ to conform to current period presentation. The trademarks totaled $54.8 million of carrying value as of December 31, 2022. Refer to Note 9 — Goodwill and Intangible Assets |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers the balance of its investment in funds that substantially hold securities that mature within three months or less from the date the Company purchases these securities to be cash equivalents. The carrying amount of cash and cash equivalents either approximates fair value due to the short-term maturity of these instruments or are at fair value. |
Allowances for Credit Losses | Allowances for Credit Losses The Company maintains an allowance for credit losses on accounts receivable, which is recorded as a reduction to accounts receivable. Changes in the allowance are classified as ‘General, administrative, and other related costs’ 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. |
Investments | Investments The Company accounts for its investments in debt securities in accordance with ASC Topic 320, Investments — Debt Securities (“ASC 320”). 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 on our Consolidated Balance Sheets. All debt securities are accounted for on a specific identification basis. 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 on our Consolidated Balance Sheets. The Company accounts for its investments in equity securities in accordance with ASC Topic 321, Investments — Equity Securities (“ASC 321”) which requires the accounting for equity investments, other than those accounted for under the equity method of accounting, generally be measured at fair value for equity securities with readily determinable fair values. Equity securities without a readily determinable fair value, which are not accounted for under the equity method of accounting, are measured at their cost, less impairment, if any, and adjusted for observable price changes arising from orderly transactions in the same or similar investment from the same issuer. Any unrealized gains or losses will be reported within earnings on our Consolidated Statements of Operations. 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. Refer to Note 5 Investments for additional information. |
Concentration of Credit Risk | Concentration of Credit Risk |
Variable Interest Entities (“VIE”s) | 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”), as well as, another independent corporation. 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 Topic 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. |
Fair Value Measurements | Fair Value Measurements The Company complies with the provisions of FASB ASC Topic 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. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets and is recorded in direct costs and general, administrative, and other related costs on the Consolidated Statements of Operations based on the function the underlying asset supports. The estimated useful lives of property and equipment range from one |
Leases | Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses the incremental borrowing rate based on the information available at commencement date of the lease in determining the present value of future payments. The operating lease right-of-use asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with an initial term of twelve months or less are not recorded on the balance sheet and the Company recognizes lease expense for these leases on a straight-line basis over the lease term. There are lease agreements with lease and non-lease components, which are generally accounted for as a single lease component. |
Impairment or Disposal of Long-Lived Assets | Impairment or Disposal of Long-Lived 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 ASC Topic 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. 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 indicators of impairment, it would record an impairment equal to the excess of the carrying amount of the asset over its estimated fair value. |
Business Combinations and Valuation of Goodwill and Intangible Assets | 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. The Company tests goodwill for impairment annually on October 1st at the reporting unit level, or more frequently if indicators of impairment exist, or if a decision is made to dispose of a business. The Company’s Digital Media reportable segment is comprised of seven reporting units and the Cybersecurity and Martech reportable segment is comprised of two reporting units. 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, trade names, and other intangible assets, including developed technologies. 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. Trade names and trademarks are generally amortized on a straight-line basis with an estimated useful life ranging from two twenty three sixteen one ten The Company evaluates its goodwill and indefinite-lived intangible assets for impairment pursuant to FASB ASC Topic 350, Intangibles — Goodwill and Other (“ASC 350”), which provides that goodwill and other intangible assets with indefinite lives are not amortized but tested annually for impairment or more frequently if the Company believes indicators of impairment exist. In connection with the annual impairment test for goodwill, the Company has the option to perform a qualitative assessment in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that it was more likely than not that the fair value of the reporting unit is less than its carrying amount, it then it performs an impairment test of goodwill. The impairment test involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. The Company generally determines the fair value of its reporting units using a mix of an income approach and a market approach. If the carrying value of a reporting unit exceeds the reporting unit’s fair value, an impairment loss is recognized for the difference. During the years ended December 31, 2023, 2022, and 2021 the Company recorded a goodwill impairment of $56.9 million, $27.4 million, and $32.6 million, respectively. Refer to Note 9 — Goodwill and Intangible Assets for additional details. |
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. 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, administrative, and other related costs on our Consolidated Statements of Operations. |
Debt Issuance Costs and Debt Discount | 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. In August 2020, the FASB issued ASU 2020-06. The provisions of this update simplifies the accounting for convertible instruments by removing certain separation models in ASC 470-20, Debt — Debt with Conversion and Other Options , for convertible instruments. The convertible debt instruments are be accounted for as a single liability at the amortized cost if separation is no longer required unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging , or (2) a convertible debt instrument was issued at a substantial premium. Among other potential impacts, this change is expected to reduce reported noncash interest expense, increase reported net income, and result in a reclassification of certain conversion feature balance sheet amounts from stockholders’ equity to liabilities. Similarly, the debt discount, which is equal to the carrying value of the embedded conversion feature upon issuance, is no longer amortized into income as interest expense over the life of the instrument. Additionally, ASU 2020-06 requires the use of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share, which includes the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards . On January 1, 2022, the Company adopted ASU 2020-06 using the modified retrospective method. The cumulative effect of the changes made on the Consolidated Balance Sheet upon this adoption increased the carrying amount of the 1.75% Convertible Notes (as defined in Note 10 — Debt below) by approximately $85.9 million, increased retained earnings by approximately $23.4 million, reduced deferred tax liabilities by approximately $21.2 million and reduced additional paid-in capital by approximately $88.1 million. |
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. Refer to Note 3 — Revenues for additional details. Digital Media Digital Media revenues are earned primarily from the delivery of advertising services, licensing, and subscriptions to services and information. Advertising Revenue from the delivery of advertising services is earned on websites that are owned and operated by us 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 is 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. The Digital Media business also generates revenue from marketing, performance marketing, and production services. Such revenues are generally recognized over the period in which the products or services are delivered. Subscription and Licensing 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 are also earned from listing fees, subscriptions to online publications, and from other sources. Subscription revenues are primarily recognized over the contract term. Revenues related to the provision of access to historical data for certain services are recorded at the time of delivery. The Digital Media business also generates revenues through the license of certain assets to clients. Assets are licensed for clients’ use in their own promotional materials or otherwise and may include logos, editorial reviews, or other copyrighted material that represent symbolic intellectual property, as defined in ASC 606, Revenue from Contracts with Customers . Revenues under such license agreements are generally recognized over the contract term. In instances when technology assets in the form of functional intellectual property are licensed to our clients, revenues from the license of these assets are recognized at a point in time. Digital Media subscription and licensing revenues include revenues from transactions involving the sale of perpetual software licenses, related software support, and maintenance. Revenue is recognized for software transactions with multiple performance obligations after (i) the contract has been approved and we are committed to perform the respective obligations and (ii) we 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 for download and use. Revenues from related software support and maintenance are generally recognized ratably over the contractual period, because technical support, unspecified software product upgrades, maintenance releases, and patches are provided to customers on an as needed basis and they are available during the term of the support period. We are obligated to make the support services available continuously throughout the contract period. Other Other revenues primarily include those from the sale of hardware used in conjunction with software described above, online course revenue, and game publishing revenue. 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. Cybersecurity and Martech The Company’s Cybersecurity and Martech revenues substantially consist of subscription revenues which include subscription and usage-based fees, a significant portion of which are paid in advance. The Company defers the portions of monthly, quarterly, semi-annual, and annual 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 subscription 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. 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, respectively. 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, including the resale of various third-party solutions, primarily through its email security line of business. 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. 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 platforms, primarily related to the transfer of functional intellectual property. Performance Obligations The Company is a party to multiple concurrent contracts with the same customer, or a party related to that customer. Some situations may require judgment to determine if those arrangements should be accounted for as a single contract. Consideration of both the form and the substance of the arrangement is required. The Company’s contracts with customers may include multiple performance obligations, including contracts when advertising and licensing services are sold together. The Company determines the transaction price based on the amount to which the Company expects to be entitled in exchange for services provided. The Company includes any fixed consideration within its contracts as part of the total transaction price. The Company’s contracts occasionally contain some component of variable consideration, such as commissions that are recognized in the period of the commissionable event. The Company does not include in the transaction price taxes assessed by a governmental authority that are (i) both imposed on and concurrent with a specific revenue-producing transaction and (ii) collected by us from the customer. Due to the nature of the services provided, there are no obligations for returns. The Company satisfies its performance obligations upon delivery of services to its customers. Within the Digital Media business, 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. 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. Our 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. Revenue is recognized based on delivery of services over the contract period for advertising and on a straight-line basis or units of output 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 Digital Media business also has licensing arrangements 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. Our 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. 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: • 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 • Faxing capabilities are provided (included in discontinued operations through October 7, 2021) The Company has concluded the best measure of progress toward the complete satisfaction of the performance obligation is a time-based measure. The Company recognizes revenue on a straight-line basis throughout the subscription period, or as usage occurs for services outside of the subscription, and believes that the method used is a faithful depiction of the transfer of goods and services. 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. Costs to Obtain 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 incentive over the period of benefit. As of December 31, 2023 and 2022, the Company capitalized approximately $14.9 million and $8.0 million, respectively, related to these costs and they are included in ‘Prepaid expenses and other current assets’ and ‘Other assets’ in the Consolidated Balance Sheets. During the years ended December 31, 2023, 2022, and 2021, the Company recognized expense of $12.9 million, $15.4 million, and $18.0 million respectively, related to the amortization of capitalized costs to obtain a contract with a customer. Practical Expedients Existence of a Significant Financing Component in a Contract If at contract inception, the Company expects 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, the Company does not assess whether a contract has a significant financing component. 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 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. |
Share-Based Compensation | Share-Based Compensation The Company accounts for share-based awards to employees and non-employees in accordance with the provisions of ASC Topic 718, Compensation — Stock Compensation |
Research, Development, and Engineering | Research, Development, and Engineering |
Advertising Costs | Advertising Costs |
Foreign Currency | Foreign Currency |
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 ASC Topic 740, Income Taxes (“ASC 740”), which requires that deferred tax assets and liabilities to be recognized using enacted tax rates for the effect of temporary differences between the book and tax basis of recorded assets and liabilities. ASC 740 also requires that deferred tax assets be reduced by a valuation allowance if it is more likely than not that some or all of the net deferred tax assets will not be realized. The valuation allowance is reviewed quarterly based upon the facts and circumstances known at the time. In assessing this valuation allowance, 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 recognizes accrued interest and penalties related to uncertain income tax positions in income tax expense on its Consolidated Statements of Operations. |
Earnings Per Common Share (“EPS”) | Earnings Per Common Share (“EPS”) EPS is calculated pursuant to the two-class method as defined in ASC Topic 260, Earnings per Share (“ASC 260”), which specifies that all outstanding unvested share-based payment awards that contain rights to non-forfeitable 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 non-forfeitable dividends or dividend equivalents. |
Share Repurchases | Share Repurchases |
Segment Reporting | Segment Reporting ASC Topic 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. The Company has two reportable segments: (i) Digital Media and (ii) Cybersecurity and Martech. Refer to Note 18 — Segment Information for additional detail. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently issued applicable accounting pronouncements not yet adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting . This update provides for optional financial reporting alternatives to reduce cost and complexities associated with accounting for contracts, hedging relationships, and other transactions affected by reference rate reform. This update applies only to contracts, hedging relationships, and other transactions that reference London Interbank Offer Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The accommodations were available for all entities through December 31, 2022, with early adoption permitted. This update was later amended by ASU 2022-06. In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 . This update defers the expiration date of ASC Topic 848 from December 31, 2022 to December 31, 2024. We are currently evaluating the effect the adoption of this update will have on our consolidated financial statements and related disclosures. In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments in this update modify the disclosure or presentation requirements of a variety of Topics in the Codification. Certain of the amendments represent clarifications to or technical corrections of the current requirements. For entities subject to the SEC's existing disclosure requirements and entities required to file/furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for which each amendment will be the date on the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. For all other entities, amendments will be effective two years later. We are currently evaluating the impact the adoption of this update will have on our consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which provides for enhanced disclosures about significant segment expenses. In addition, the guidance enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment, and contains other disclosure requirements. The purpose of the guidance is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis. Early adoption is permitted. This ASU will likely result in us including the additional required disclosures when adopted. We are currently evaluating the impact of these provisions and expect to adopt them for the year ended December 31, 2024. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in the update require public business entities on an annual basis to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold of equal to or greater than 5% of the amount computed by multiplying pretax income by statutory income tax rate. The amendments also require that entities disclose on an annual basis information about the amount of income taxes paid disaggregated by federal, state, and foreign taxes and the amount of income taxes paid disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than 5% of total income taxes paid. The amendments eliminate some of the previously required disclosures for all entities relating to estimates of the change in unrecognized tax benefits reasonably possible within twelve months. The amendments in this update are effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is permitted. This ASU will result in the required additional disclosures being included in our consolidated financial statements, once adopted. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Allowance for Credit Losses | The rollforward of allowance for credit losses on Accounts receivable, net is as follows (in thousands): Year ended December 31, 2023 2022 2021 Beginning balance $ 6,868 $ 9,811 $ 11,552 Increases (decreases) to bad debt expense 2,809 (255) 3,107 Write-offs, net of recoveries (2,806) (2,688) (4,848) Ending balance $ 6,871 $ 6,868 $ 9,811 |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Revenues from external customers classified by revenue source are as follows (in thousands). Year ended December 31, Digital Media 2023 2022 2021 Advertising $ 747,254 $ 788,135 $ 838,075 Subscription and licensing 283,473 244,694 197,354 Other 42,244 46,343 33,871 Total Digital Media revenues $ 1,072,971 $ 1,079,172 $ 1,069,300 Cybersecurity and Martech Subscription $ 291,209 $ 312,626 $ 348,611 Total Cybersecurity and Martech revenues $ 291,209 $ 312,626 $ 348,611 Corporate $ — $ — $ — Elimination of inter-segment revenues (152) (801) (1,189) Total Revenues $ 1,364,028 $ 1,390,997 $ 1,416,722 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Allocation of Aggregate Purchase Consideration | The following table summarizes the allocation of the preliminary purchase consideration for all 2022 acquisitions as of December 31, 2022 (in thousands): Assets and Liabilities Valuation Accounts receivable $ 7,433 Prepaid expenses and other current assets 4,915 Property and equipment 369 Operating lease right-of-use assets, noncurrent 545 Trade names 12,839 Customer relationships 20,040 Goodwill 95,737 Other intangibles 18,166 Other long-term assets 11 Accounts payable and accrued expenses (6,221) Deferred revenue (21,474) Deferred tax liability (10,140) Other long-term liabilities (516) Total $ 121,704 The following table summarizes the allocation of the purchase consideration for all 2021 acquisitions as of December 31, 2021, 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 relationships 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 |
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 2022 acquisitions as if each acquisition had occurred on January 1, 2021 (in thousands, except per share amounts): Year ended December 31, 2022 2021 (unaudited) Revenues $ 1,407,300 $ 1,461,178 Net income from continuing operations $ 64,877 $ 398,201 Income per common share from continuing operations - Basic $ 1.38 $ 8.67 Income per common share from continuing operations - Diluted $ 1.38 $ 8.31 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, 2021 (in thousands, except per share amounts): Year ended December 31, 2021 (unaudited) Revenues $ 1,482,323 Net income from continuing operations $ 416,348 Income per common share from continuing operations - Basic $ 9.06 Income per common share from continuing operations - Diluted $ 8.69 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, 2021 (in thousands, except per share amounts): Year ended December 31, 2021 (unaudited) Revenues $ 1,438,099 Net income from continuing operations $ 406,281 Income per common share from continuing operations - Basic $ 8.84 Income per common share from continuing operations - Diluted $ 8.48 |
Contractual Obligation, Fiscal Year Maturity | As of December 31, 2023, future payments associated with contractual obligations for holdback payments in connection with all business acquisitions are as follows (in thousands): Fiscal Year: 2024 $ 12,483 2025 212 $ 12,695 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Debt Securities, Trading, and Equity Securities, FV-NI | Losses on equity securities recorded in ‘Unrealized (loss) gain on short-term investments held at the reporting date, net’ in the Consolidated Statements of Operations consisted of the following (in thousands): Year ended December 31, 2023 2022 Net losses during the period $ (28,138) $ (53,888) Less: gain (loss) on securities sold during the period 357 (46,743) Unrealized loss recognized during the period on short-term investments held at the reporting date $ (28,495) $ (7,145) |
Discontinued Operations and D_2
Discontinued Operations and Disposal Groups (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | The key components of cash flows from discontinued operations were as follows (in thousands): Year ended December 31, 2021 Capital expenditures $ 15,252 Depreciation and amortization $ 9,010 Loss on debt extinguishment $ 8,750 Deferred taxes $ 8,015 The key components of income from discontinued operations were as follows (in thousands): Year ended December 31, 2022 2021 Revenues $ — $ 270,248 Direct costs — (44,306) Sales and marketing — (40,980) Research, development and engineering — (5,814) General, administrative, and other related costs — (39,279) Interest expense and other — (13,856) Income before income taxes — 126,013 Income tax expense (1,709) (30,694) (Loss) income from discontinued operations, net of income taxes $ (1,709) $ 95,319 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
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, 2023 Level 1 Level 2 Level 3 Fair Value Carrying Value Assets: Cash equivalents: Money market and other funds $ 340,928 $ — $ — $ 340,928 $ 340,928 Short-term investments: Consensus common stock 27,109 — — $ 27,109 27,109 Long-term investments: Investment in corporate debt securities — — 15,699 15,699 15,699 Total assets measured at fair value $ 368,037 $ — $ 15,699 $ 383,736 $ 383,736 Liabilities: Contingent consideration $ — $ — $ 2,834 $ 2,834 $ 2,834 Total liabilities measured at fair value $ — $ — $ 2,834 $ 2,834 $ 2,834 December 31, 2022 Level 1 Level 2 Level 3 Fair Value Carrying Value Assets: Cash equivalents: Money market and other funds $ 312,010 $ — $ — $ 312,010 $ 312,010 Short-term investments: Consensus common stock 58,421 — — $ 58,421 $ 58,421 Long-term investments: Investment in corporate debt securities — — 15,586 15,586 15,586 Total assets measured at fair value $ 370,431 $ — $ 15,586 $ 386,017 $ 386,017 Liabilities: Contingent consideration $ — $ — $ 555 $ 555 $ 555 Total liabilities measured at fair value $ — $ — $ 555 $ 555 $ 555 |
Reconciliation of Level 3 Financial Assets Measured on Recurring Basis | The following table presents a reconciliation of the Company’s Level 3 financial assets related to our contingent consideration arrangements and investment in corporate debt securities that are measured at fair value on a recurring basis (in thousands): Year ended December 31, 2023 2022 Contingent Consideration Arrangements Corporate Debt Securities Contingent Consideration Arrangements Corporate Debt Securities Balance as of January 1 $ 555 $ 15,586 $ 5,775 $ — Fair value at date of acquisition 2,834 — 555 15,000 Fair value adjustments (1) (200) 113 (2,575) 586 Payments (355) — (3,200) — Balance as of December 31 $ 2,834 $ 15,699 $ 555 $ 15,586 (1) |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The following table presents the carrying value and the fair value of financial instruments measured at fair value only for disclosure purposes: Year ended December 31, 2023 2022 Carrying Value Fair Value Carrying Value Fair Value 4.625% Senior Notes $ 456,796 $ 405,408 $ 456,400 $ 390,908 1.75% Convertible Notes $ 544,516 $ 519,492 $ 542,653 $ 548,411 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment, stated at cost, consists of the following (in thousands): December 31, 2023 2022 Computer hardware, software and related equipment $ 502,564 $ 424,275 Furniture and equipment 2,836 881 Leasehold improvements 9,784 8,614 515,184 433,770 Less: Accumulated depreciation and amortization (327,015) (255,586) Total property and equipment, net $ 188,169 $ 178,184 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 and 2022 are as follows (in thousands): Digital Media Cybersecurity and Martech Consolidated Balance as of January 1, 2022 $ 996,659 $ 534,796 $ 1,531,455 Goodwill acquired (Note 4) 95,737 — 95,737 Goodwill impairment (27,369) — (27,369) Purchase accounting adjustments (1) 4,475 (137) 4,338 Foreign exchange translation (3,513) (9,174) (12,687) Balance as of December 31, 2022 $ 1,065,989 $ 525,485 $ 1,591,474 Goodwill acquired (Note 4) 6,451 — 6,451 Goodwill impairment (56,850) — (56,850) Purchase accounting adjustments (1) (72) — (72) Foreign exchange translation 1,362 3,700 5,062 Balance as of December 31, 2023 $ 1,016,880 $ 529,185 $ 1,546,065 (1) Purchase accounting adjustments relate to measurement period adjustments to goodwill in connection with prior business acquisitions (see Note 4 — Business Acquisitions ). |
Intangible Assets Subject to Amortization | As of December 31, 2023, intangible assets subject to amortization relate primarily to the following (in thousands): Historical Accumulated Net Trade names and trademarks $ 347,895 $ 192,111 $ 155,784 Customer relationships 692,634 555,384 137,250 Other purchased intangibles 379,703 347,331 32,372 Total $ 1,420,232 $ 1,094,826 $ 325,406 As of December 31, 2022, intangible assets subject to amortization relate primarily to the following (in thousands): Historical Accumulated Net Trade names and trademarks (1) $ 360,170 $ 169,150 $ 191,020 Customer relationships 687,798 479,741 208,057 Other purchased intangibles (1) 383,417 319,679 63,738 Total $ 1,431,385 $ 968,570 $ 462,815 (1) The Company reclassified its trademarks as of December 31, 2022 from ‘other purchased intangibles’ to ‘trade names and trademarks’ to conform to current period presentation. The trademarks totaled $54.8 million of carrying value as of December 31, 2022 ($98.5 million of historical cost and $43.7 million of accumulated amortization). |
Expected Amortization Expenses for Intangible Assets Subject To Amortization | Expected amortization expenses for intangible assets subject to amortization at December 31, 2023 are as follows (in thousands): Fiscal Year: 2024 $ 90,774 2025 71,314 2026 56,952 2027 42,989 2028 21,421 Thereafter 41,956 Total expected amortization expense $ 325,406 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt | Long-term debt consists of the following (in thousands): December 31, 2023 2022 4.625% Senior Notes $ 460,038 $ 460,038 1.75% Convertible Notes 550,000 550,000 Total Notes 1,010,038 1,010,038 Credit Agreement — — Less: Unamortized discount (2,463) (2,764) Deferred issuance costs (6,263) (8,221) Total long-term debt 1,001,312 999,053 |
Future Principal Payments for Debt | At December 31, 2023, future principal and interest payments for debt are as follows (in thousands): Principal Interest 2024 $ — $ 30,902 2025 — 30,902 2026 550,000 30,902 2027 — 21,276 2028 — 21,276 Thereafter 460,038 42,554 Total $ 1,010,038 $ 177,812 |
Schedule of Repurchase Agreements | Repurchases of 4.625% Senior Notes on the open market (excluding those from a tender offer) were as follows (in thousands): Year ended December 31, 2022 2021 Principal repurchased $ 181,238 $ 25,391 Aggregate purchase price $ 167,661 $ 26,035 (Gain) loss on repurchase (1) $ (12,060) $ 644 (1) |
Schedule of Debt | The following table provides additional information on the 4.625% Senior Notes (in thousands): December 31, 2023 2022 Principal amount of 4.625% Senior Notes $ 460,038 $ 460,038 Less: Unamortized discount (2,463) (2,764) Less: Debt issuance costs (779) (874) Net carrying amount of 4.625% Senior Notes $ 456,796 $ 456,400 The following table provides the components of interest expense related to 4.625% Senior Notes (in thousands): Year ended December 31, 2023 2022 2021 Coupon interest expense $ 21,159 $ 24,500 $ 33,899 Non-cash amortization of discount on 4.625% Senior Notes 301 333 529 Amortization of debt issuance costs 95 109 66 Total interest expense related to 4.625% Senior Notes $ 21,555 $ 24,942 $ 34,494 |
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): Year ended December 31, 2021 Coupon interest expense $ 5,994 Non-cash amortization of discount on 3.25% Convertible Notes 4,645 Amortization of debt issuance costs 855 Total interest expense related to 3.25% Convertible Notes $ 11,494 The following table provides the components of interest expense related to the 1.75% Convertible Notes (in thousands): Year ended December 31, 2023 (1) 2022 (1) 2021 Coupon interest expense $ 17,369 $ 9,776 $ 9,625 Non-cash amortization of discount on 1.75% Convertible Notes — — 15,338 Amortization of debt issuance costs 1,863 1,858 1,173 Total interest expense related to 1.75% Convertible Notes $ 19,232 $ 11,634 $ 26,136 (1) On January 1, 2022 the Company adopted ASU 2020-06 using the modified retrospective method. At the time of adoption, the Company de-recognized the remaining unamortized debt discount. No amortization of debt discount was recorded during the years ended December 31, 2023 and December 31, 2022, respectively. |
Additional Information Related to Convertible Notes | The following table provides additional information related to the 1.75% Convertible Notes (in thousands): December 31, 2023 2022 Principal amount of 1.75% Convertible Notes $ 550,000 $ 550,000 Less: Carrying amount of debt issuance costs (5,484) (7,347) Net carrying amount of 1.75% Convertible Notes $ 544,516 $ 542,653 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Balance Sheet and Other Supplemental Operating Lease Information | Operating right-of-use assets are included in ‘Other assets’ on the Consolidated Balance Sheets. Operating lease liabilities are included in ‘Other current liabilities’ and ‘Other noncurrent liabilities’, respectively, on the Consolidated Balance Sheets as follows (in thousands): December 31, 2023 2022 Operating lease right-of-use assets $ 24,564 $ 40,640 Operating lease liabilities, current $ 15,801 $ 22,153 Operating lease liabilities, noncurrent 16,626 33,996 Total operating lease liabilities $ 32,427 $ 56,149 Other supplemental operating lease information consists of the following: December 31, 2023 2022 Operating leases: Weighted average remaining lease term 3.0 years 3.3 years Weighted average discount rate 3.27 % 3.08 % |
Components of Lease Expense and Supplemental Cash Flow Information | The components of lease expense are as follows (in thousands): December 31, 2023 2022 Operating lease cost $ 15,065 $ 17,656 Short-term lease cost (1) 1,070 1,127 Total lease cost $ 16,135 $ 18,783 (1) The Company made an election to account for a short-term lease payments on a straight-line basis over the term of the lease. |
Maturities of Operating Lease Liabilities | As of December 31, 2023, maturities of operating lease liabilities were as follows (in thousands): 2024 $ 16,950 2025 7,395 2026 4,598 2027 2,483 2028 837 Thereafter 1,839 Total lease payments $ 34,102 Less: Imputed interest 1,675 Present value of operating lease liabilities $ 32,427 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Tax | The continuing operations income tax (expense) benefit consisted of the following (in thousands): Year ended December 31, 2023 2022 2021 Current: Federal $ (29,040) $ (42,698) $ 8,435 State (8,179) (12,184) 248 Foreign (16,940) (16,066) (15,931) Total current (54,159) (70,948) (7,248) Deferred: Federal 20,817 12,667 17,132 State 7,177 (1,577) 5,044 Foreign 2,023 1,901 (729) Total deferred 30,017 12,991 21,447 Income tax (expense) benefit from continuing operations $ (24,142) $ (57,957) $ 14,199 |
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: Year ended December 31, 2023 2022 2021 Statutory tax rate 21.0 % 21.0 % 21.0 % State income taxes, net 6.5 5.0 (1.3) Foreign rate differential 3.1 1.0 (0.3) Foreign income inclusion 6.0 5.4 0.7 Foreign tax credit (4.7) (5.1) (0.8) Reserve for uncertain tax positions (5.9) (3.2) (2.4) Valuation allowance — — (1.7) Impact on deferred taxes of enacted tax law and rate changes 0.6 1.4 (0.5) Tax credits and incentives (8.4) (5.0) (1.5) Impairment of goodwill 16.0 — — Mark-to market on investment in Consensus — 22.1 (18.0) Return to provision adjustments (5.1) 1.1 0.5 Executive compensation 2.4 1.5 0.7 Other 0.7 (1.0) (0.4) Effective tax rates 32.2 % 44.2 % (4.0) % |
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, 2023 2022 Deferred tax assets: Net operating loss and other carryforwards $ 15,762 $ 19,513 Tax credit carryforwards 4,743 4,222 Accrued expenses 14,629 10,702 Allowance for bad debt 2,003 1,445 Share-based compensation expense 6,097 3,885 Operating lease liabilities 6,320 16,756 Basis difference in fixed assets 22,191 14,642 Deferred revenue 2,420 2,994 State taxes 1,974 4,447 Other 2,468 3,920 78,607 82,526 Less: valuation allowance (1,720) (1,699) Total deferred tax assets $ 76,887 $ 80,827 Deferred tax liabilities: Operating lease right-of-use assets (4,618) (14,008) Basis difference in intangible assets (86,712) (101,797) Unrealized gains on investments (13,512) (24,123) Prepaid insurance (2,835) (2,744) Other (5,982) (8,639) Total deferred tax liabilities (113,659) (151,311) Net deferred tax liabilities $ (36,772) $ (70,484) |
Summary of Valuation Allowance on Deferred Tax Assets From Continuing Operations | The rollforward of the valuation allowance on the deferred tax assets from continuing operations is as follows (in thousands): Year ended December 31, 2023 2022 2021 Beginning balance $ 1,699 $ 1,812 $ 8,262 Charges to costs and expenses 21 — 178 Write-offs and recoveries — (113) (6,628) Ending balance $ 1,720 $ 1,699 $ 1,812 |
Reconciliation of Unrecognized Tax Benefits | The aggregate changes in the balance of unrecognized tax benefits, which excludes interest and penalties, for 2023, 2022, and 2021, is as follows (in thousands): Year ended December 31, 2023 2022 2021 Beginning balance $ 34,208 $ 39,527 $ 46,032 Increases related to tax positions during a prior year 218 — 3,448 Decreases related to tax positions taken during a prior year (1,023) (2,816) (5,511) Increases related to tax positions taken in the current year 744 819 4,675 Decreases related to expiration of statute of limitations (4,989) (3,322) (9,117) Ending balance $ 29,158 $ 34,208 $ 39,527 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Valuation Assumptions of Stock Options and Market-based Restricted Stock Awards Granted | The following table presents the effects of share-based compensation expense in the Consolidated Statements of Operations during the periods presented (in thousands): Year ended December 31, 2023 2022 2021 Direct costs $ 262 $ 341 $ 306 Sales and marketing 2,686 3,083 1,288 Research, development, and engineering 3,245 2,503 1,984 General, administrative, and other related costs 25,727 20,674 20,551 Total share-based compensation expense $ 31,920 $ 26,601 $ 24,129 |
Stock Options Activity | Stock option activity for the years ended December 31, 2023, 2022, and 2021 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, 2021 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 Granted — — Exercised (5,439) 27.15 Canceled — — Options outstanding at December 31, 2022 435,135 $ 68.97 Granted — $ — Exercised — $ — Canceled — $ — Options outstanding at December 31, 2023 435,135 $ 68.97 4.0 $ — Exercisable at December 31, 2023 271,959 $ 68.97 4.0 $ — Vested and expected to vest at December 31, 2023 144,040 $ 68.97 4.0 $ — (1) |
Valuation Assumptions of Market-based Restricted Stock Awards Granted | The weighted-average fair values of market-based restricted stock units granted have been estimated utilizing the following assumptions: December 31, 2023 2022 2021 Underlying stock price at valuation date $ 77.8 $ 99.32 $ 113.27 Expected volatility 32.0 % 36.7 % 30.3 % Risk-free interest rate 4.1 % 1.8 % 1.3 % |
Restricted Stock and Restricted Stock Unit Award Activity | Restricted stock award activity for the years ended December 31, 2023, 2022 and 2021 is set forth below: Shares Weighted-Average Nonvested at January 1, 2021 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 $ 62.66 Granted — — Vested (67,762) 80.64 Canceled (4,920) 84.77 Nonvested at December 31, 2022 311,281 $ 59.90 Granted — — Vested (52,060) 72.29 Canceled (322) 77.75 Nonvested at December 31, 2023 258,899 $ 48.76 (1) As noted above, in connection with the Consensus separation and pursuant to the anti-dilution provisions of 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, 2023, 2022 and 2021 is set forth below: Number of Aggregate Outstanding at January 1, 2021 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 Granted 254,215 Vested (115,523) Canceled (35,081) Outstanding at December 31, 2022 464,354 Granted 473,155 Vested (111,185) Canceled (49,127) Outstanding at December 31, 2023 777,197 $ 52,219,866 Vested and expected to vest at December 31, 2023 721,572 $ 48,482,422 (1) |
Valuation Assumptions of Stock Options Granted | The share-based compensation expense related to the Purchase Plan has been estimated utilizing the following weighted average assumptions: December 31, 2023 2022 2021 Risk-free interest rate 3.35% 1.17% 0.05% Expected term (in years) 0.5 0.5 0.5 Expected volatility 38.3% 40.7% 35.0% |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share Reconciliation [Abstract] | |
Components of Basic and Diluted Earnings Per Share | The components of basic and diluted earnings per share from continuing operations are as follows (in thousands, except share and per share data): Year ended December 31, 2023 2022 2021 Numerator for basic and diluted net income per common share: Net income from continuing operations $ 41,503 $ 65,466 $ 401,395 Less: Net income available to participating securities (1) (2) (20) (326) Plus: 1.75% Convertible Notes interest expense (after-tax) — — — Net income available to the Company’s common shareholders from continuing operations $ 41,501 $ 65,446 $ 401,069 Denominator: Basic weighted-average outstanding shares of common stock 46,400,941 46,954,558 45,893,928 Diluted effect of: Equity incentive plans 63,320 71,291 311,585 Convertible debt (2) — — 1,657,232 Diluted weighted-average outstanding shares of common stock 46,464,261 47,025,849 47,862,745 Net income per share from continuing operations: Basic $ 0.89 $ 1.39 $ 8.74 Diluted $ 0.89 $ 1.39 $ 8.38 Weighted-average shares excluded from diluted weighted-average shares outstanding: Anti-dilutive stock options and restricted stock 629,807 — — Anti-dilutive convertible debt 5,158,071 5,158,071 — (1) Represents unvested share-based payment awards that contain certain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid). (2) Under the modified retrospective method of adoption of ASU 2020-06, the dilutive impact of convertible debt was calculated using the if-converted method for the years ended December 31, 2023 and 2022. The dilutive impact of convertible debt was calculated using the treasury stock method for the years ended December 31, 2021 (see Note 10 Debt ). |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Reconciliation of Total Segment Operating Income to Consolidated Operating Income | Information on reportable segments and reconciliation to income from operations is as follows (in thousands): Years Ended December 31, 2023 2022 2021 Revenue by reportable segment: Digital Media $ 1,072,971 $ 1,079,172 $ 1,069,300 Cybersecurity and Martech 291,209 312,626 348,611 Elimination of inter-segment revenues (1) (152) (801) (1,189) Total segment revenues 1,364,028 1,390,997 1,416,722 Corporate — — — Total revenues $ 1,364,028 $ 1,390,997 $ 1,416,722 Operating costs and expenses by reportable segment (3) : Digital Media 931,980 880,240 851,807 Cybersecurity and Martech (4) 248,151 262,426 338,464 Elimination of inter-segment operating expenses (152) (801) (1,189) Total segment operating expenses 1,179,979 1,141,865 1,189,082 Corporate (2)(4) 51,438 50,191 60,300 Total operating costs and expenses 1,231,417 1,192,056 1,249,382 Operating income by reportable segment: Digital Media operating income 140,991 198,932 217,493 Cybersecurity and Martech operating income (4) 43,058 50,200 10,147 Total segment operating income 184,049 249,132 227,640 Corporate (2)(4) (51,438) (50,191) (60,300) Income from operations $ 132,611 $ 198,941 $ 167,340 (1) Inter-segment revenues in the Digital Media reportable segment were $0.2 million, $0.8 million, and $0.8 million, for the years ended December 31, 2023, 2022, and 2021, respectively. Inter-segment revenues in the Cybersecurity and Martech reportable segment were $0.0 million, $0.0 million, and $0.4 million, for the years ended December 31, 2023, 2022, and 2021, respectively. (2) 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. (3) Operating expenses for each segment include cost of sales and 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. For the twelve months ended December 31, 2023 and 2022, the Company had an impairment to goodwill within operating costs and expenses for Digital Media. For the twelve months ended December 31, 2021, the Company had an impairment to goodwill within operating costs and expenses for Cybersecurity and Martech. (4) For the year ended December 31, 2021, approximately $19.2 million of general and administrative costs were reflected as Corporate operating costs and expenses in the Company’s December 31, 2021 Form 10-K, however, should have been reflected as an operating cost for the Cybersecurity and Martech reportable segment. The Company reclassified these costs in the table above as an operating cost for the Cybersecurity and Martech reportable segment and as a reduction of operating costs for Corporate, as well as the resulting impact in operating income (loss) for Cybersecurity and Martech and Corporate. The reclassification has no impact on consolidated operating income (loss) from continuing operations for the year ended December 31, 2021. |
Total Assets, Capital Expenditures, Depreciation and Amortization | Accordingly, the following segment information is presented for Digital Media and Cybersecurity and Martech. Year ended December 31, 2023 2022 2021 Capital expenditures: Digital Media $ 83,921 $ 85,049 $ 80,877 Cybersecurity and Martech 24,712 21,094 17,611 Total from reportable segments 108,633 106,143 98,488 Corporate 96 11 — Capital expenditures of discontinued operations — — 15,252 Total capital expenditures $ 108,729 $ 106,154 $ 113,740 Depreciation and amortization: Digital Media $ 184,321 $ 184,658 $ 193,661 Cybersecurity and Martech 52,618 48,714 55,344 Total from reportable segments 236,939 233,372 249,005 Corporate 27 28 288 Depreciation and amortization of — — 9,010 Total depreciation and amortization $ 236,966 $ 233,400 $ 258,303 |
Revenues and Long-lived Assets by Geographic Information | Such information attributes revenues based on jurisdictions where revenues are reported (in thousands). Year ended December 31, 2023 2022 2021 Revenues: United States $ 1,137,857 $ 1,181,936 $ 1,187,207 All other countries 226,171 209,061 229,515 Total $ 1,364,028 $ 1,390,997 $ 1,416,722 Long-lived assets, excluding goodwill and other intangible assets are as follows (in thousands): December 31, 2023 2022 Long-lived assets: United States $ 161,913 $ 171,957 All other countries 50,820 46,867 Total $ 212,733 $ 218,824 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Non-cash Investing and Financing Activities | Non-cash investing and financing activities were as follows (in thousands): Year ended December 31, 2023 2022 2021 (1) Non-cash investing activity: Property and equipment, accrued but unpaid $ 55 $ 150 $ 50 Right-of-use assets acquired in exchange for operating lease obligations $ 1,597 $ 4,130 $ 9,850 Purchase of equity investments with common stock $ 13,500 $ — $ — Disposition of Consensus common stock (2) $ — $ 112,286 $ — Non-cash financing activity: Debt principal settled in exchange for Consensus common stock (2) $ — $ 112,286 $ — Debt principal settled in exchange for Consensus senior notes due 2028 $ — $ — $ 485,000 Conversion shares issued as extinguishment cost to redeem 3.25% Convertible Notes $ — $ — $ 431,952 Reacquisition of 3.25% Convertible Notes, net of tax $ — $ — $ 390,526 (1) Combines continuing and discontinued operations. (2) During the year ended December 31, 2022, the Company disposed $160.1 million of its investment in Consensus in exchange for $112.3 million of debt and recorded $47.8 million of loss on investment, net. |
Schedule of Cash Flow, Supplemental Disclosures | Supplemental data (in thousands): Year ended December 31, 2023 2022 2021 Interest paid $ 38,653 $ 36,168 $ 54,479 Income taxes paid, net of refunds $ 64,594 $ 59,543 $ 61,162 |
Cash Flow, Operating Capital | Operating cash outflows related to lease liabilities were as follows (in thousands): Year ended December 31, 2023 2022 2021 Operating cash outflows related to lease liabilities $ 23,230 $ 26,921 $ 27,798 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023, 2022, and 2021 (in thousands): Unrealized Gains (Losses) on Investments Foreign Currency Translation Total Balance as of January 1, 2021 $ 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) Other comprehensive income (loss) before reclassifications 272 (32,479) (32,207) Consensus separation adjustment — 4,056 4,056 Net current period other comprehensive income (loss) 272 (28,423) (28,151) Balance as of December 31, 2022 $ 441 $ (85,814) $ (85,373) Other comprehensive income before reclassifications 96 13,657 13,753 Net current period other comprehensive income 96 13,657 13,753 Balance as of December 31, 2023 $ 537 $ (72,157) $ (71,620) |
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, 2023, 2022, and 2021. Details about Accumulated Other Comprehensive Loss components Amount reclassified from Accumulated Other Comprehensive Loss Affected line item in the Statements of Operations For the year ending December 31, 2023 2022 2021 Unrealized loss on available-for-sale investments $ — $ — $ (151) Loss on investments, net — — (151) Income before income taxes Total reclassifications for the period $ — $ — $ (151) Net income |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||||||
Oct. 07, 2021 USD ($) | Nov. 15, 2019 shares | Sep. 30, 2022 shares | Jun. 30, 2022 shares | Dec. 31, 2023 USD ($) reporting_unit segment shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Oct. 08, 2021 | Dec. 31, 2020 USD ($) | |
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 | ||||||||
Aggregate purchase price | $ 112,300,000 | ||||||||
Debt conversion, converted instrument, shares issued | shares | 500,000 | 2,300,000 | |||||||
Equity securities, shares owned (in shares) | shares | 1,000,000 | 1,100,000 | |||||||
Decrease in other intangible assets | $ (32,372,000) | $ (63,738,000) | |||||||
Increase in tradenames and trademarks | 155,784,000 | 191,020,000 | |||||||
Goodwill impairment on business | 56,850,000 | 27,369,000 | $ 32,629,000 | ||||||
Impairment of intangible assets | 0 | ||||||||
Stockholders' equity attributable to parent | 1,892,998,000 | 1,892,611,000 | 1,967,732,000 | $ 1,211,018,000 | |||||
Net deferred tax liabilities | (45,503,000) | (79,007,000) | |||||||
Research, development, and engineering | 68,860,000 | 74,093,000 | 78,874,000 | ||||||
Advertising costs incurred | 120,800,000 | 128,800,000 | 143,500,000 | ||||||
Foreign currency translation adjustment | 13,657,000 | (32,479,000) | (21,268,000) | ||||||
Foreign exchange realized gains (losses) | $ (3,900,000) | 8,200,000 | 2,000,000 | ||||||
Number of reportable segments | segment | 2 | ||||||||
Revision of Prior Period, Adjustment | |||||||||
Decrease in other intangible assets | 54,800,000 | ||||||||
Increase in tradenames and trademarks | $ 54,800,000 | ||||||||
Digital Media | |||||||||
Number of reporting units | reporting_unit | 7 | ||||||||
Cybersecurity and Martech | |||||||||
Number of reporting units | reporting_unit | 2 | ||||||||
Public Stock Offering | |||||||||
Debt conversion, converted instrument, shares issued | shares | 2,800,000 | ||||||||
Retained earnings | |||||||||
Stockholders' equity attributable to parent | $ 1,491,956,000 | $ 1,537,830,000 | 1,515,358,000 | 809,107,000 | |||||
Additional paid-in capital | |||||||||
Stockholders' equity attributable to parent | $ 472,201,000 | 439,681,000 | 509,122,000 | $ 456,274,000 | |||||
Cumulative Effect, Period of Adoption, Adjustment | |||||||||
Stockholders' equity attributable to parent | (64,701,000) | ||||||||
Net deferred tax liabilities | 21,200,000 | ||||||||
Cumulative Effect, Period of Adoption, Adjustment | Retained earnings | |||||||||
Stockholders' equity attributable to parent | 23,436,000 | ||||||||
Cumulative Effect, Period of Adoption, Adjustment | Additional paid-in capital | |||||||||
Stockholders' equity attributable to parent | (88,137,000) | ||||||||
Consensus Cloud Solutions | |||||||||
Noncontrolling interest, ownership percentage by parent | 19.90% | ||||||||
Minimum | Trade names and trademarks | |||||||||
Useful life | 2 years | ||||||||
Minimum | Customer relationships | |||||||||
Useful life | 3 years | ||||||||
Minimum | Other intangibles | |||||||||
Useful life | 1 year | ||||||||
Maximum | Trade names and trademarks | |||||||||
Useful life | 20 years | ||||||||
Maximum | Customer relationships | |||||||||
Useful life | 16 years | ||||||||
Maximum | Other intangibles | |||||||||
Useful life | 10 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 | |||||||||
Estimated useful lives of property and equipment | 3 years | ||||||||
Revolving Credit Facility | Secured Debt | |||||||||
Aggregate purchase price | $ 112,300,000 | ||||||||
1.75% Convertible Notes | Cumulative Effect, Period of Adoption, Adjustment | |||||||||
Convertible notes, increase in carrying amount | $ 85,900,000 | ||||||||
1.75% Convertible Notes | Convertible Debt | |||||||||
Debt conversion, converted instrument, shares issued | shares | 5,158,071 | ||||||||
Stated interest rate | 1.75% | 1.75% | |||||||
1.75% Convertible Notes | Convertible Debt | Cumulative Effect, Period of Adoption, Adjustment | |||||||||
Stated interest rate | 1.75% |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Allowance for Credit Losses on Accounts Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Beginning balance | $ 6,868 | $ 9,811 | $ 11,552 |
Increases (decreases) to bad debt expense | 2,809 | (255) | 3,107 |
Write-offs, net of recoveries | (2,806) | (2,688) | (4,848) |
Ending balance | $ 6,871 | $ 6,868 | $ 9,811 |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 1,364,028 | $ 1,390,997 | $ 1,416,722 |
Reportable segments | Digital Media | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 1,072,971 | 1,079,172 | 1,069,300 |
Reportable segments | Digital Media | Advertising | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 747,254 | 788,135 | 838,075 |
Reportable segments | Digital Media | Subscription and licensing | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 283,473 | 244,694 | 197,354 |
Reportable segments | Digital Media | Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 42,244 | 46,343 | 33,871 |
Reportable segments | Cybersecurity and Martech | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 291,209 | 312,626 | 348,611 |
Reportable segments | Cybersecurity and Martech | Subscription | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 291,209 | 312,626 | 348,611 |
Corporate | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 0 | 0 | 0 |
Elimination of inter-segment revenues | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | (152) | (801) | (1,189) |
Elimination of inter-segment revenues | Digital Media | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 200 | 800 | 800 |
Elimination of inter-segment revenues | Cybersecurity and Martech | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 0 | $ 0 | $ 400 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Contract liability, revenue recognized | $ 160,100 | $ 174,700 | |
Revenue, remaining performance obligation, amount | 48,700 | ||
Capitalized costs | 14,900 | 8,000 | |
Amortization of capitalized costs expense | $ 12,900 | 15,400 | $ 18,000 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, remaining performance obligation, percentage | 73% | ||
Performance obligation, expected duration | 1 year | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, remaining performance obligation, percentage | 27% | ||
Performance obligation, expected duration | |||
Fiscal 2023 Acquisitions | |||
Disaggregation of Revenue [Line Items] | |||
Deferred revenue acquired | $ 700 | ||
Fiscal 2022 Acquisitions | |||
Disaggregation of Revenue [Line Items] | |||
Deferred revenue acquired | $ 21,474 |
Business Acquisitions - Narrati
Business Acquisitions - Narrative (Details) $ in Thousands | 12 Months Ended | |||
Jun. 04, 2021 USD ($) | Dec. 31, 2023 USD ($) acquisition | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) acquisition | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,546,065 | $ 1,591,474 | $ 1,531,455 | |
Increase (decrease) in goodwill from adjustment under purchase accounting | (72) | $ 4,338 | ||
Fiscal 2023 Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Goodwill | 6,500 | |||
Definite-lived intangibles in connection with acquisition | 7,200 | |||
Increase (decrease) in goodwill from adjustment under purchase accounting | (100) | |||
Lifecycle Marketing Group Limited | ||||
Business Acquisition [Line Items] | ||||
Equity interest acquired (percentage) | 100% | |||
FitNow, Inc. | ||||
Business Acquisition [Line Items] | ||||
Equity interest acquired (percentage) | 100% | |||
Fiscal 2022 Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 95,737 | |||
Increase (decrease) in goodwill from adjustment under purchase accounting | 4,500 | |||
Revenue of acquiree since acquisition date | 33,000 | |||
Total consideration of transactions | 121,700 | |||
Fair value of assets | $ 7,400 | |||
Expected income tax deductible amount | 1,200 | |||
Goodwill, increase (decrease) in connection with contract liability | $ 3,200 | |||
Unfavorable contract liability, accretion period | 3 years | |||
Accounts receivable | $ 7,433 | |||
Fiscal 2022 Acquisitions | Cybersecurity and Martech | ||||
Business Acquisition [Line Items] | ||||
Increase (decrease) in goodwill from adjustment under purchase accounting | $ (100) | |||
Series of Individually Immaterial Business Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Number of immaterial acquisitions | acquisition | 2 | 4 | ||
Fiscal 2021 Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 97,032 | |||
Total consideration of transactions | 160,400 | |||
Fair value of assets | 9,500 | |||
Expected income tax deductible amount | 42,100 | |||
Revenues contributed through acquisitions | 39,900 | |||
Gross amount due under contracts | 9,900 | |||
Amount expected to be uncollectible | 400 | |||
Accounts receivable | 9,513 | |||
SEOmoz Acquisition | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 41,329 | 41,300 | ||
Total consideration of transactions | 67,000 | |||
Expected income tax deductible amount | 0 | |||
Revenues contributed through acquisitions | $ 25,600 | |||
Gross amount due under contracts | 3,600 | |||
Amount expected to be uncollectible | 300 | |||
Accounts receivable | $ 3,278 |
Business Acquisitions - Allocat
Business Acquisitions - Allocation of Aggregate Purchase Consideration (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jun. 04, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,546,065 | $ 1,591,474 | $ 1,531,455 | |
Fiscal 2022 Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable | 7,433 | |||
Prepaid expenses and other current assets | 4,915 | |||
Property and equipment | 369 | |||
Operating lease right-of-use assets, noncurrent | 545 | |||
Goodwill | 95,737 | |||
Other long-term assets | 11 | |||
Accounts payable and accrued expenses | (6,221) | |||
Deferred revenue | (21,474) | |||
Deferred tax liability | (10,140) | |||
Other long-term liabilities | (516) | |||
Total | 121,704 | |||
Fiscal 2022 Acquisitions | Trade names | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangibles | 12,839 | |||
Fiscal 2022 Acquisitions | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangibles | 20,040 | |||
Fiscal 2022 Acquisitions | Other intangibles | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangibles | $ 18,166 | |||
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 assets, noncurrent | 5,888 | |||
Goodwill | 97,032 | |||
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 | |||
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 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 assets, noncurrent | 5,888 | |||
Goodwill | $ 41,300 | 41,329 | ||
Other long-term assets | 62 | |||
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 intangibles | ||||
Business Acquisition [Line Items] | ||||
Finite-lived intangibles | $ 22,777 |
Business Acquisitions - Supplem
Business Acquisitions - Supplementary Information on Unaudited Pro Forma Financial Basis (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fiscal 2022 Acquisitions | ||
Revenues | $ 1,407,300 | $ 1,461,178 |
Net income from continuing operations | $ 64,877 | $ 398,201 |
Income per common share from continuing operations - Basic (in dollars per share) | $ 1.38 | $ 8.67 |
Income per common share from continuing operations - Diluted (in dollars per share) | $ 1.38 | $ 8.31 |
Fiscal 2021 Acquisitions | ||
Revenues | $ 1,482,323 | |
Net income from continuing operations | $ 416,348 | |
Income per common share from continuing operations - Basic (in dollars per share) | $ 9.06 | |
Income per common share from continuing operations - Diluted (in dollars per share) | $ 8.69 | |
SEOmoz Acquisition | ||
Revenues | $ 1,438,099 | |
Net income from continuing operations | $ 406,281 | |
Income per common share from continuing operations - Basic (in dollars per share) | $ 8.84 | |
Income per common share from continuing operations - Diluted (in dollars per share) | $ 8.48 |
Business Acquisitions - Contrac
Business Acquisitions - Contractual Obligations (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
2024 | $ 12,483 |
2025 | 212 |
Contractual obligation | $ 12,695 |
Investments - Narrative (Detail
Investments - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||||||
Jul. 31, 2023 USD ($) | Sep. 30, 2022 shares | Jun. 30, 2022 shares | Dec. 31, 2023 USD ($) investment shares | Dec. 31, 2022 USD ($) investment shares | Dec. 31, 2021 USD ($) | May 19, 2023 | Apr. 12, 2022 USD ($) | |
Unusual or Infrequent Item, or Both [Line Items] | ||||||||
Equity securities, shares owned (in shares) | shares | 1,000,000 | 1,100,000 | ||||||
Carrying value of investment | $ 27,100,000 | $ 58,400,000 | ||||||
Debt conversion, converted instrument, shares issued | shares | 500,000 | 2,300,000 | ||||||
Aggregate purchase price | $ 112,300,000 | |||||||
Shares sold (in shares) | shares | 52,393 | 73,919 | ||||||
Impairment loss | $ 16,700,000 | |||||||
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 | |||||||
Cumulative gross unrealized gains on investment in corporate debt securities | $ 700,000 | $ 600,000 | ||||||
Number of investments in an unrealized loss position | investment | 0 | 0 | ||||||
Other-than-temporary impairment losses recognized on debt securities | $ 0 | $ 0 | 0 | |||||
(Loss) income from equity method investment, net of income taxes | (9,329,000) | (7,730,000) | $ 35,845,000 | |||||
Equity method investments | 99,900,000 | 112,300,000 | ||||||
Corporate Debt Securities | ||||||||
Unusual or Infrequent Item, or Both [Line Items] | ||||||||
Available for sale, debt securities, coupon rate | 6% | 4% | ||||||
Aggregate value | $ 15,000,000 | |||||||
Investment in corporate debt securities | $ 15,700,000 | 15,600,000 | ||||||
Corporate Debt Securities | Minimum | ||||||||
Unusual or Infrequent Item, or Both [Line Items] | ||||||||
Debt securities, term | 1 year | |||||||
Corporate Debt Securities | Maximum | ||||||||
Unusual or Infrequent Item, or Both [Line Items] | ||||||||
Debt securities, term | 5 years | |||||||
Xyla, Inc. | ||||||||
Unusual or Infrequent Item, or Both [Line Items] | ||||||||
Payments to acquire equity securities without readily determinable fair value | $ 25,000,000 | |||||||
Equity securities without readily determinable fair value | $ 25,300,000 | |||||||
Secured Debt | Revolving Credit Facility | ||||||||
Unusual or Infrequent Item, or Both [Line Items] | ||||||||
Aggregate purchase price | $ 112,300,000 | |||||||
Public Stock Offering | ||||||||
Unusual or Infrequent Item, or Both [Line Items] | ||||||||
Debt conversion, converted instrument, shares issued | shares | 2,800,000 |
Investments - Gains (Losses) on
Investments - Gains (Losses) on Equity Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |||
Net losses during the period | $ (28,138) | $ (53,888) | |
Less: gain (loss) on securities sold during the period | 357 | (46,743) | |
Unrealized loss recognized during the period on short-term investments held at the reporting date | $ (28,495) | $ (7,145) | $ 298,490 |
Discontinued Operations and D_3
Discontinued Operations and Dispositions - Consensus Spin-Off (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Oct. 07, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 07, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Restructuring and related activities, proceeds from spinoff | $ 259,100 | ||||
Issuance of senior notes | $ 500,000 | ||||
(Gain) loss on extinguishment of debt, net | $ 0 | $ (11,505) | $ 5,274 | ||
Bridge Loan | Bridge Loan | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
(Gain) loss on extinguishment of debt, net | 8,800 | ||||
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% | ||||
J2 Global | Discontinued Operations | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
(Gain) loss on extinguishment of debt, net | 8,750 | ||||
Net reimbursement for Consensus | 11,600 | ||||
Income tax expense | $ 1,709 | $ 30,694 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Loss on debt extinguishment | $ 0 | $ (11,505) | $ 5,274 |
Deferred taxes | $ (30,017) | $ (12,991) | (21,447) |
Discontinued Operations | J2 Global | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Capital expenditures | 15,252 | ||
Depreciation and amortization | 9,010 | ||
Loss on debt extinguishment | 8,750 | ||
Deferred taxes | $ 8,015 |
Discontinued Operations and D_5
Discontinued Operations and Dispositions - Key Components of Income From Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
(Loss) income from discontinued operations, net of income taxes | $ 0 | $ (1,709) | $ 95,319 |
Discontinued Operations | J2 Global | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Revenues | 0 | 270,248 | |
Direct costs | 0 | (44,306) | |
Sales and marketing | 0 | (40,980) | |
Research, development and engineering | 0 | (5,814) | |
General, administrative, and other related costs | 0 | (39,279) | |
Interest expense and other | 0 | (13,856) | |
Income before income taxes | 0 | 126,013 | |
Income tax expense | (1,709) | (30,694) | |
(Loss) income from discontinued operations, net of income taxes | $ (1,709) | $ 95,319 |
Discontinued Operations and D_6
Discontinued Operations and Dispositions B2B Backup and Voice Asset Sales (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Loss on sale of businesses | $ 0 | $ 0 | $ (21,798) |
Goodwill impairment on business | $ 56,850 | $ 27,369 | 32,629 |
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 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 on sale of businesses | (24,600) | ||
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 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 | Oct. 07, 2020 | Nov. 15, 2019 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Unrealized (loss) gain on short-term investments held at the reporting date, net | $ (28,500) | $ (7,100) | |||
Short-term investments | $ 27,109 | $ 58,421 | |||
4.625% Senior Notes Due in 2030 | Senior Notes | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Stated interest rate | 4.625% | ||||
1.75% Convertible Notes | Convertible Debt | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Stated interest rate | 1.75% | 1.75% | |||
Measurement Input, Discount Rate | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Measurement input | 0.13 | 0.14 | |||
Measurement Input, Conversion Term | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt securities, term | 1 year | ||||
Measurement Input, Conversion Term | Minimum | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt securities, term | 11 months | ||||
Measurement Input, Conversion Term | Maximum | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Debt securities, term | 2 years 8 months |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Values of Financial Instruments Measured On Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 12, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Consensus common stock | $ 27,100 | $ 58,400 | |
Estimate of Fair Value Measurement | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Consensus common stock | 27,109 | 58,421 | |
Investment in corporate debt securities | 15,699 | 15,586 | |
Total assets measured at fair value | 383,736 | 386,017 | |
Contingent consideration | 2,834 | 555 | |
Total liabilities measured at fair value | 2,834 | 555 | |
Carrying Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Consensus common stock | 27,109 | 58,421 | |
Investment in corporate debt securities | 15,699 | 15,586 | |
Total assets measured at fair value | 383,736 | 386,017 | |
Contingent consideration | 2,834 | 555 | |
Total liabilities measured at fair value | 2,834 | 555 | |
Money market and other funds | Estimate of Fair Value Measurement | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Money market and other funds | 340,928 | 312,010 | |
Money market and other funds | Carrying Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Money market and other funds | 340,928 | 312,010 | |
Corporate Debt Securities | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Investment in corporate debt securities | $ 15,000 | ||
Level 1 | Estimate of Fair Value Measurement | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Consensus common stock | 27,109 | 58,421 | |
Investment in corporate debt securities | 0 | 0 | |
Total assets measured at fair value | 368,037 | 370,431 | |
Contingent consideration | 0 | 0 | |
Total liabilities measured at fair value | 0 | 0 | |
Level 1 | Money market and other funds | Estimate of Fair Value Measurement | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Money market and other funds | 340,928 | 312,010 | |
Level 2 | Estimate of Fair Value Measurement | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Consensus common stock | 0 | 0 | |
Investment in corporate debt securities | 0 | 0 | |
Total assets measured at fair value | 0 | 0 | |
Contingent consideration | 0 | 0 | |
Total liabilities measured at fair value | 0 | 0 | |
Level 2 | Money market and other funds | Estimate of Fair Value Measurement | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Money market and other funds | 0 | 0 | |
Level 3 | Estimate of Fair Value Measurement | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Consensus common stock | 0 | 0 | |
Investment in corporate debt securities | 15,699 | 15,586 | |
Total assets measured at fair value | 15,699 | 15,586 | |
Contingent consideration | 2,834 | 555 | |
Total liabilities measured at fair value | 2,834 | 555 | |
Level 3 | Money market and other funds | Estimate of Fair Value Measurement | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Money market and other funds | $ 0 | $ 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, 2023 | Dec. 31, 2022 | |
Contingent Consideration Arrangements | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance as of January 1 | $ 555 | $ 5,775 |
Fair value at date of acquisition | 2,834 | 555 |
Fair value adjustments | (200) | (2,575) |
Payments | (355) | (3,200) |
Balance as of December 31 | 2,834 | 555 |
Corporate Debt Securities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance as of January 1 | 15,586 | 0 |
Fair value at date of acquisition | 0 | 15,000 |
Fair value adjustments | 113 | 586 |
Payments | 0 | 0 |
Balance as of December 31 | $ 15,699 | $ 15,586 |
Fair Value Measurements - Carry
Fair Value Measurements - Carrying and Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
4.625% Senior Notes Due in 2030 | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt instruments | $ 456,796 | $ 456,400 |
4.625% Senior Notes Due in 2030 | Estimate of Fair Value Measurement | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt instruments | 405,408 | 390,908 |
1.75% Convertible Notes | Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt instruments | 544,516 | 542,653 |
1.75% Convertible Notes | Estimate of Fair Value Measurement | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of debt instruments | $ 519,492 | $ 548,411 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 515,184 | $ 433,770 |
Less: Accumulated depreciation and amortization | (327,015) | (255,586) |
Total property and equipment, net | 188,169 | 178,184 |
Computer hardware, software and related equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 502,564 | 424,275 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,836 | 881 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 9,784 | $ 8,614 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property And Equipment [Abstract] | |||
Depreciation and amortization expense | $ 92.1 | $ 76.7 | $ 63.6 |
Disposals of long-lived assets | $ 0 | $ 0.2 | $ 11 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Changes in Carrying Amounts of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | |||
Beginning balance | $ 1,591,474 | $ 1,531,455 | |
Goodwill acquired (Note 4) | 6,451 | 95,737 | |
Goodwill impairment | (56,850) | (27,369) | $ (32,629) |
Purchase accounting adjustments | (72) | 4,338 | |
Foreign exchange translation | 5,062 | (12,687) | |
Ending balance | 1,546,065 | 1,591,474 | 1,531,455 |
Reportable segments | Digital Media | |||
Goodwill [Roll Forward] | |||
Beginning balance | 1,065,989 | 996,659 | |
Goodwill acquired (Note 4) | 6,451 | 95,737 | |
Goodwill impairment | (56,850) | (27,369) | |
Purchase accounting adjustments | (72) | 4,475 | |
Foreign exchange translation | 1,362 | (3,513) | |
Ending balance | 1,016,880 | 1,065,989 | 996,659 |
Reportable segments | Cybersecurity and Martech | |||
Goodwill [Roll Forward] | |||
Beginning balance | 525,485 | 534,796 | |
Goodwill acquired (Note 4) | 0 | 0 | |
Goodwill impairment | 0 | 0 | |
Purchase accounting adjustments | 0 | (137) | |
Foreign exchange translation | 3,700 | (9,174) | |
Ending balance | $ 529,185 | $ 525,485 | $ 534,796 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 USD ($) reporting_unit | Dec. 31, 2022 USD ($) reporting_unit | Dec. 31, 2021 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill impairment on business | $ 56,850 | $ 27,369 | $ 32,629 |
Goodwill | 1,546,065 | 1,591,474 | 1,531,455 |
Amortization expense | $ 144,900 | 156,700 | 185,700 |
Digital Media | |||
Finite-Lived Intangible Assets [Line Items] | |||
Number of reporting units | reporting_unit | 7 | ||
Accumulated impairment losses | $ 84,200 | 27,400 | |
Digital Media | Reportable segments | |||
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill impairment on business | 56,850 | 27,369 | |
Goodwill | 1,016,880 | $ 1,065,989 | $ 996,659 |
Digital Media | Reportable segments | Digital Media Subsegment | |||
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill | $ 79,200 | ||
Number of reporting units | reporting_unit | 2 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Assets Subject to Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Historical Cost | $ 1,420,232 | $ 1,431,385 |
Accumulated Amortization | 1,094,826 | 968,570 |
Net | 325,406 | 462,815 |
Trade names and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Historical Cost | 347,895 | 360,170 |
Accumulated Amortization | 192,111 | 169,150 |
Net | 155,784 | 191,020 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Historical Cost | 692,634 | 687,798 |
Accumulated Amortization | 555,384 | 479,741 |
Net | 137,250 | 208,057 |
Other purchased intangibles | ||
Finite-Lived Intangible Assets [Line Items] | ||
Historical Cost | 379,703 | 383,417 |
Accumulated Amortization | 347,331 | 319,679 |
Net | $ 32,372 | 63,738 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Historical Cost | 98,500 | |
Accumulated Amortization | 43,700 | |
Net | $ 54,800 |
Goodwill And Intangible Asset_5
Goodwill And Intangible Assets - Expected Amortization Expenses for Intangible Assets Subject To Amortization (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 90,774 | |
2025 | 71,314 | |
2026 | 56,952 | |
2027 | 42,989 | |
2028 | 21,421 | |
Thereafter | 41,956 | |
Net | $ 325,406 | $ 462,815 |
Debt - Summary of Long-term Deb
Debt - Summary of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 07, 2020 | Nov. 15, 2019 |
Debt Instrument [Line Items] | |||||
Less: Unamortized discount | $ (2,463) | $ (2,764) | |||
Deferred issuance costs | (6,263) | (8,221) | |||
Total long-term debt | 1,001,312 | 999,053 | |||
Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Gross long-term debt | 0 | 0 | |||
Senior Notes | 4.625% Senior Notes Due in 2030 | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate | 4.625% | ||||
Gross long-term debt | 460,038 | 460,038 | $ 750,000 | ||
Less: Unamortized discount | (2,463) | (2,764) | |||
Deferred issuance costs | (779) | (874) | |||
Total long-term debt | 456,796 | 456,400 | |||
Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Gross long-term debt | 1,010,038 | 1,010,038 | |||
Convertible Debt | 1.75% Convertible Notes | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate | 1.75% | 1.75% | |||
Gross long-term debt | 550,000 | 550,000 | |||
Deferred issuance costs | (5,484) | (7,347) | $ (2,800) | ||
Total long-term debt | $ 544,516 | $ 542,653 |
Debt - Future Principal Payment
Debt - Future Principal Payments for Debt (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Principal | |
2024 | $ 0 |
2025 | 0 |
2026 | 550,000 |
2027 | 0 |
2028 | 0 |
Thereafter | 460,038 |
Total principal | 1,010,038 |
Interest | |
2024 | 30,902 |
2025 | 30,902 |
2026 | 30,902 |
2027 | 21,276 |
2028 | 21,276 |
Thereafter | 42,554 |
Total interest | $ 177,812 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Nov. 01, 2023 USD ($) | Sep. 15, 2022 USD ($) | Jun. 10, 2022 USD ($) | Oct. 08, 2021 USD ($) | Oct. 07, 2021 USD ($) $ / shares | Oct. 06, 2021 | Sep. 16, 2021 USD ($) extension | Apr. 07, 2021 USD ($) | Oct. 07, 2020 USD ($) fiscalQuarterPeriod | Nov. 15, 2019 USD ($) tradingDay $ / shares shares | Jun. 10, 2014 USD ($) | Aug. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) shares | Jun. 30, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) shares | Jan. 01, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||||||||
Total interest expense related to 4.625% Senior Notes | $ 41,600,000 | $ 37,100,000 | $ 79,600,000 | |||||||||||||||||
Redemption premium | 0 | 756,000 | 1,096,000 | |||||||||||||||||
(Gain) loss on extinguishment of debt, net | 0 | (11,505,000) | 5,274,000 | |||||||||||||||||
Aggregate purchase price | 112,300,000 | |||||||||||||||||||
Repayments of long-term debt | 0 | 166,904,000 | 512,388,000 | |||||||||||||||||
Reacquisition of 3.25% Convertible Notes, net of tax | 0 | 0 | 390,526,000 | |||||||||||||||||
Debt conversion, converted instrument, shares issued | shares | 500,000 | 2,300,000 | ||||||||||||||||||
Debt instrument, unamortized discount | 2,463,000 | 2,764,000 | ||||||||||||||||||
Debt issuance costs | 6,263,000 | 8,221,000 | ||||||||||||||||||
Issuance of senior notes | $ 500,000,000 | |||||||||||||||||||
Proceeds from bridge loan | 0 | 0 | 485,000,000 | |||||||||||||||||
Revolving Credit Facility | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Gross long-term debt | 0 | 0 | ||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | |||||||||||||||||||
Increases in commitment | 250,000,000 | |||||||||||||||||||
Total aggregate commitment | $ 350,000,000 | |||||||||||||||||||
Bridge Loan | Base Rate | Minimum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, basis spread on variable rate | 0.50% | |||||||||||||||||||
Bridge Loan | Base Rate | Maximum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, basis spread on variable rate | 1.25% | |||||||||||||||||||
Bridge Loan | SOFR Rate | Minimum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, basis spread on variable rate | 1.50% | |||||||||||||||||||
Bridge Loan | SOFR Rate | Maximum | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, basis spread on variable rate | 2.25% | |||||||||||||||||||
Revolving Credit Facility | Secured Debt | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
(Gain) loss on extinguishment of debt, net | 600,000 | |||||||||||||||||||
Aggregate purchase price | 112,300,000 | |||||||||||||||||||
Senior Notes | 4.625% Senior Notes Due in 2030 | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stated interest rate | 4.625% | |||||||||||||||||||
Face amount | $ 750,000,000 | |||||||||||||||||||
Proceeds from debt, net of issuance costs | 742,700,000 | |||||||||||||||||||
(Gain) loss on extinguishment of debt, net | 7,400,000 | |||||||||||||||||||
Gross long-term debt | $ 750,000,000 | 460,038,000 | 460,038,000 | |||||||||||||||||
Percentage principal outstanding to be eligible for redemption | 50% | |||||||||||||||||||
Covenant, leverage ratio, minimum | 3.5 | |||||||||||||||||||
Covenant restricted payment threshold | $ 250,000,000 | |||||||||||||||||||
Covenant, EBITDA minimum | 50% | |||||||||||||||||||
Covenant, EBITDA minimum, fiscal quarter period | fiscalQuarterPeriod | 4 | |||||||||||||||||||
Principal repurchased | $ 83,300,000 | 290,000,000 | 181,238,000 | 25,391,000 | ||||||||||||||||
Extinguishment of debt, aggregate purchase price | $ 90,000,000 | |||||||||||||||||||
Aggregate purchase price | 167,661,000 | 26,035,000 | ||||||||||||||||||
Debt instrument, unamortized discount | 2,463,000 | 2,764,000 | ||||||||||||||||||
Effective interest rate | 4.70% | |||||||||||||||||||
Debt issuance costs | 779,000 | 874,000 | ||||||||||||||||||
Senior Notes | 4.625% Senior Notes Due in 2030 | Debt Instrument, Redemption, Period One | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Percentage of principal amount redeemed | 40% | |||||||||||||||||||
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% | |||||||||||||||||||
Convertible Debt | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Gross long-term debt | 1,010,038,000 | 1,010,038,000 | ||||||||||||||||||
Convertible Debt | 3.25% Convertible Notes | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Total interest expense related to 4.625% Senior Notes | 11,494,000 | |||||||||||||||||||
Stated interest rate | 3.25% | |||||||||||||||||||
Face amount | $ 402,500,000 | |||||||||||||||||||
(Gain) loss on extinguishment of debt, net | $ (2,800,000) | |||||||||||||||||||
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 | 1.75% Convertible Notes | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Total interest expense related to 4.625% Senior Notes | 19,232,000 | 11,634,000 | $ 26,136,000 | |||||||||||||||||
Stated interest rate | 1.75% | 1.75% | 1.75% | |||||||||||||||||
Face amount | $ 550,000,000 | |||||||||||||||||||
Proceeds from debt, net of issuance costs | $ 537,100,000 | |||||||||||||||||||
Interest expense | $ 700,000 | 7,700,000 | ||||||||||||||||||
Interest expense paid | $ 7,000,000 | |||||||||||||||||||
Gross long-term debt | 550,000,000 | 550,000,000 | ||||||||||||||||||
Convertible debt conversion ratio | 0.0093783 | 0.0079864 | ||||||||||||||||||
Debt conversion, converted instrument, shares issued | shares | 5,158,071 | |||||||||||||||||||
Convertible debt conversion price (in usd per share) | $ / shares | $ 106.63 | $ 125.21 | ||||||||||||||||||
Gross debt issuance costs | $ 12,900,000 | |||||||||||||||||||
Accumulated amortization of debt issuance costs | $ 10,100,000 | |||||||||||||||||||
Effective interest rate | 5.50% | |||||||||||||||||||
Debt issuance costs | $ 2,800,000 | $ 5,484,000 | $ 7,347,000 | |||||||||||||||||
Convertible Debt | 1.75% Convertible Notes | Cumulative Effect, Period of Adoption, Adjustment | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Stated interest rate | 1.75% | 1.75% | ||||||||||||||||||
Debt instrument, unamortized discount | $ 87,300,000 | |||||||||||||||||||
Convertible Debt | 1.75% Convertible Notes | Debt Instrument, Redemption, Period One | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Convertible debt threshold trading days | tradingDay | 20 | |||||||||||||||||||
Convertible debt threshold consecutive trading days | tradingDay | 30 | |||||||||||||||||||
Convertible debt conversion ratio | 1.30 | |||||||||||||||||||
Convertible Debt | 1.75% Convertible Notes | Debt Instrument, Redemption, Period Two | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Convertible debt threshold trading days | tradingDay | 5 | |||||||||||||||||||
Convertible debt threshold consecutive trading days | tradingDay | 10 | |||||||||||||||||||
Convertible debt conversion ratio | 0.98 | |||||||||||||||||||
Bridge Loan | Bridge Loan | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
(Gain) loss on extinguishment of debt, net | $ 8,800,000 | |||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 485,000,000 | |||||||||||||||||||
Number of extensions | extension | 2 | |||||||||||||||||||
Debt instrument, duration fee percentage | 0.25% | |||||||||||||||||||
Debt instrument, funding fee percentage | 0.50% | |||||||||||||||||||
Costs and interest incurred | $ 1,100,000 | $ 5,200,000 | $ 6,300,000 | |||||||||||||||||
Bridge Loan | Bridge Loan | Base Rate | Initial Funding | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Derivative variable rate | 2% | |||||||||||||||||||
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% | |||||||||||||||||||
Bridge Loan | Bridge Loan | Fed Funds Effective Rate Overnight Index Swap Rate | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, basis spread on variable rate | 0.50% | |||||||||||||||||||
Bridge Loan | Bridge Loan | SOFR Rate | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Derivative variable rate | 1% | |||||||||||||||||||
Bridge Loan | Bridge Loan | LIBOR Rate | Initial Funding | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Derivative variable rate | 3% | |||||||||||||||||||
Bridge Loan | Bridge Loan | LIBOR Rate | Six To Twelve Months After Funding Member | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Derivative variable rate | 3.50% | |||||||||||||||||||
Bridge Loan | Bridge Loan | LIBOR Rate | Twelve Months After Funding Until Repayment | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Derivative variable rate | 4% | |||||||||||||||||||
Line of Credit | Credit Agreement | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt instrument, leverage ratio, maximum | 4 | |||||||||||||||||||
Debt instrument, interest coverage ratio, minimum | 3 | |||||||||||||||||||
Line of Credit | Credit Agreement | Secured Debt | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Face amount | $ 22,300,000 | $ 90,000,000 | ||||||||||||||||||
Aggregate purchase price | $ 22,300,000 | |||||||||||||||||||
Maturity date, period after funding date | 60 days | |||||||||||||||||||
Proceeds from bridge loan | $ 22,300,000 | $ 90,000,000 | ||||||||||||||||||
Line of Credit | Credit Agreement | Secured Debt | Fed Funds Effective Rate Overnight Index Swap Rate | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Derivative variable rate | 0.50% | |||||||||||||||||||
Line of Credit | Credit Agreement | Secured Debt | LIBOR Rate | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Derivative variable rate | 1% |
Debt - Repurchases (Details)
Debt - Repurchases (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Oct. 08, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||
Aggregate purchase price | $ 112,300 | |||
4.625% Senior Notes Due in 2030 | Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Principal repurchased | $ 83,300 | $ 290,000 | 181,238 | $ 25,391 |
Aggregate purchase price | 167,661 | 26,035 | ||
(Gain) Loss on repurchase | $ (12,060) | $ 644 |
Debt - Additional Information R
Debt - Additional Information Related to Senior Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 07, 2020 |
Debt Instrument [Line Items] | |||
Less: Unamortized discount | $ (2,463) | $ (2,764) | |
Less: Debt issuance costs | (6,263) | (8,221) | |
Total long-term debt | 1,001,312 | 999,053 | |
4.625% Senior Notes Due in 2030 | Senior Notes | |||
Debt Instrument [Line Items] | |||
Principal amount of 4.625% Senior Notes | 460,038 | 460,038 | $ 750,000 |
Less: Unamortized discount | (2,463) | (2,764) | |
Less: Debt issuance costs | (779) | (874) | |
Total long-term debt | $ 456,796 | $ 456,400 |
Debt - Components of Interest E
Debt - Components of Interest Expense for Senior Notes (Details) - 4.625% Senior Notes Due in 2030 - Senior Notes - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 07, 2020 | |
Debt Instrument [Line Items] | ||||
Stated interest rate | 4.625% | |||
Coupon interest expense | $ 21,159 | $ 24,500 | $ 33,899 | |
Non-cash amortization of discount on convertible notes | 301 | 333 | 529 | |
Amortization of debt issuance costs | 95 | 109 | 66 | |
Total interest expense | $ 21,555 | $ 24,942 | $ 34,494 |
Debt - Additional Information_2
Debt - Additional Information Related to Convertible Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 15, 2019 |
Debt Instrument [Line Items] | ||||
Additional paid-in capital | $ 472,201 | $ 439,681 | ||
Less: Unamortized discount | (2,463) | (2,764) | ||
Deferred issuance costs | (6,263) | (8,221) | ||
Long-term debt | 1,001,312 | 999,053 | ||
Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Principal amount of 1.75% Convertible Notes | 1,010,038 | 1,010,038 | ||
1.75% Convertible Notes | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 1.75% | 1.75% | ||
Principal amount of 1.75% Convertible Notes | 550,000 | 550,000 | ||
Deferred issuance costs | (5,484) | (7,347) | $ (2,800) | |
Long-term debt | $ 544,516 | $ 542,653 |
Debt - Components of Interest_2
Debt - Components of Interest Expense Related to Convertible Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Total interest expense | $ 41,600 | $ 37,100 | $ 79,600 |
3.25% Convertible Notes | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Coupon interest expense | 5,994 | ||
Non-cash amortization of discount on convertible notes | 4,645 | ||
Amortization of debt issuance costs | 855 | ||
Total interest expense | 11,494 | ||
1.75% Convertible Notes | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Coupon interest expense | 17,369 | 9,776 | 9,625 |
Non-cash amortization of discount on convertible notes | 0 | 0 | 15,338 |
Amortization of debt issuance costs | 1,863 | 1,858 | 1,173 |
Total interest expense | $ 19,232 | $ 11,634 | $ 26,136 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | |||
Operating lease renewal term | 5 years | ||
Operating lease, impairment loss | $ 2.2 | $ 1 | $ 12.7 |
Sublease income | 6 | $ 6.8 | $ 2 |
Future minimum payments due | $ 7.2 | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease terms | 3 years | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Operating lease terms | 5 years |
Leases - Balance Sheet and Othe
Leases - Balance Sheet and Other Supplemental Operating Lease Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 24,564 | $ 40,640 |
Operating lease liabilities, current | 15,801 | 22,153 |
Operating lease liabilities, noncurrent | 16,626 | 33,996 |
Total operating lease liabilities | $ 32,427 | $ 56,149 |
Weighted average remaining lease term | 3 years | 3 years 3 months 18 days |
Weighted average discount rate | 3.27% | 3.08% |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Prepaid expenses and other current assets | Prepaid expenses and other current assets |
Leases - Components of Lease Ex
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 15,065 | $ 17,656 |
Short-term lease cost | 1,070 | 1,127 |
Total lease cost | $ 16,135 | $ 18,783 |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2024 | $ 16,950 | |
2025 | 7,395 | |
2026 | 4,598 | |
2027 | 2,483 | |
2028 | 837 | |
Thereafter | 1,839 | |
Total lease payments | 34,102 | |
Less: Imputed interest | 1,675 | |
Present value of operating lease liabilities | $ 32,427 | $ 56,149 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Estimate of possible loss | $ 28.1 | $ 25.5 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
Federal | $ (29,040) | $ (42,698) | $ 8,435 |
State | (8,179) | (12,184) | 248 |
Foreign | (16,940) | (16,066) | (15,931) |
Total current | (54,159) | (70,948) | (7,248) |
Deferred: | |||
Federal | 20,817 | 12,667 | 17,132 |
State | 7,177 | (1,577) | 5,044 |
Foreign | 2,023 | 1,901 | (729) |
Total deferred | 30,017 | 12,991 | 21,447 |
Income tax (expense) benefit from continuing operations | $ (24,142) | $ (57,957) | $ 14,199 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Federal Income Tax Rate with Effective Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Statutory tax rate | 21% | 21% | 21% |
State income taxes, net | 6.50% | 5% | (1.30%) |
Foreign rate differential | 3.10% | 1% | (0.30%) |
Foreign income inclusion | 6% | 5.40% | 0.70% |
Foreign tax credit | (4.70%) | (5.10%) | (0.80%) |
Reserve for uncertain tax positions | (5.90%) | (3.20%) | (2.40%) |
Valuation allowance | 0% | 0% | (1.70%) |
Impact on deferred taxes of enacted tax law and rate changes | 0.60% | 1.40% | (0.50%) |
Tax credits and incentives | (8.40%) | (5.00%) | (1.50%) |
Impairment of goodwill | 16% | 0% | 0% |
Mark-to market on investment in Consensus | 0% | 22.10% | (18.00%) |
Return to provision adjustments | (5.10%) | 1.10% | 0.50% |
Executive compensation | 2.40% | 1.50% | 0.70% |
Other | 0.70% | (1.00%) | (0.40%) |
Effective tax rates | 32.20% | 44.20% | (4.00%) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes [Line Items] | ||||
Tax expense recognized from deferred tax liability | $ 13,400,000 | |||
Effective income tax rate reconciliation, tax exempt income, amount | $ 298,500,000 | |||
Total deferred tax assets | 76,887,000 | $ 80,827,000 | ||
Valuation allowance | 1,720,000 | 1,699,000 | 1,812,000 | $ 8,262,000 |
Deferred tax asset, interest carryforward | 1,900,000 | |||
Undistributed earnings from foreign subsidiaries | 272,400,000 | |||
Prepaid tax payments | 4,700,000 | 3,200,000 | ||
Income before income taxes, domestic operations | 25,800,000 | 71,800,000 | 279,700,000 | |
Income before income taxes, foreign operations | 49,200,000 | 59,400,000 | 71,700,000 | |
Unrecognized tax benefits | 29,158,000 | 34,208,000 | 39,527,000 | $ 46,032,000 |
Unrecognized tax benefits, if recognized, would affect the Company’s effective tax rat | 27,400,000 | 32,700,000 | 35,600,000 | |
Unrecognized tax benefits, interest and penalties accrued | 7,100,000 | 6,300,000 | 5,700,000 | |
Unrecognized tax benefits, interest and penalty expense (benefit) | 700,000 | $ 700,000 | $ (1,500,000) | |
Domestic Tax Authority | Capital Loss Carryforward | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforward, amount | 21,800,000 | |||
State and Local Jurisdiction | Research Tax Credit Carryforward | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforward, amount | 5,400,000 | |||
Foreign Tax Authority | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforward, amount | 0 | |||
Domestic Tax Authority | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards (“NOLs”) | 9,100,000 | |||
NOLs subject to expiration | 7,500,000 | |||
NOLs not subject to expiration | $ 1,600,000 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||||
Net operating loss and other carryforwards | $ 15,762 | $ 19,513 | ||
Tax credit carryforwards | 4,743 | 4,222 | ||
Accrued expenses | 14,629 | 10,702 | ||
Allowance for bad debt | 2,003 | 1,445 | ||
Share-based compensation expense | 6,097 | 3,885 | ||
Operating lease liabilities | 6,320 | 16,756 | ||
Basis difference in fixed assets | 22,191 | 14,642 | ||
Deferred revenue | 2,420 | 2,994 | ||
State taxes | 1,974 | 4,447 | ||
Other | 2,468 | 3,920 | ||
Deferred tax assets, gross | 78,607 | 82,526 | ||
Less: valuation allowance | (1,720) | (1,699) | $ (1,812) | $ (8,262) |
Total deferred tax assets | 76,887 | 80,827 | ||
Deferred tax liabilities: | ||||
Operating lease right-of-use assets | (4,618) | (14,008) | ||
Basis difference in intangible assets | (86,712) | (101,797) | ||
Unrealized gains on investments | (13,512) | (24,123) | ||
Prepaid insurance | (2,835) | (2,744) | ||
Other | (5,982) | (8,639) | ||
Total deferred tax liabilities | (113,659) | (151,311) | ||
Net deferred tax liabilities | $ (36,772) | $ (70,484) |
Income Taxes - Schedule of Valu
Income Taxes - Schedule of Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred Tax Assets, Valuation Allowance [Roll Forward] | |||
Beginning balance | $ 1,699 | $ 1,812 | $ 8,262 |
Charges to costs and expenses | 21 | 0 | 178 |
Write-offs and recoveries | 0 | (113) | (6,628) |
Ending balance | $ 1,720 | $ 1,699 | $ 1,812 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 34,208 | $ 39,527 | $ 46,032 |
Increases related to tax positions during a prior year | 218 | 0 | 3,448 |
Decreases related to tax positions taken during a prior year | (1,023) | (2,816) | (5,511) |
Increases related to tax positions taken in the current year | 744 | 819 | 4,675 |
Decreases related to expiration of statute of limitations | (4,989) | (3,322) | (9,117) |
Ending balance | $ 29,158 | $ 34,208 | $ 39,527 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | 41 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | Aug. 06, 2020 | Jun. 10, 2014 | |
Class of Stock [Line Items] | ||||||
Number of shares purchased from plan participants (in shares) | 69,622 | 72,886 | 251,946 | |||
Decrease for tax withholding obligation | $ 4.6 | $ 7 | $ 30.6 | |||
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) | 1,585,846 | 736,536 | 445,711 | 5,258,692 | ||
Repurchases of shares of stock | $ 104.9 | $ 71.3 | $ 47.7 | |||
Value of shares repurchased | $ 401.8 | |||||
Number of remaining shares available for purchase (in shares) | 4,741,308 | 4,741,308 | ||||
3.25% Convertible Notes | Convertible Debt | ||||||
Class of Stock [Line Items] | ||||||
Stated interest rate | 3.25% | |||||
Conversion shares issued as extinguishment cost on 3.25% convertible notes (in shares) | 3,050,850 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 USD ($) factor $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding (in shares) | 435,135 | 435,135 | 440,574 | 475,601 |
Options exercisable (in shares) | 271,959 | 217,567 | 168,614 | |
Options exercisable (in dollars per share) | $ / shares | $ 68.97 | $ 68.97 | $ 67.62 | |
Exercise of stock options (in shares) | 0 | 5,439 | 70,776 | |
Total intrinsic values of options exercised in period | $ | $ 400 | $ 5,800 | ||
Total fair value of options vested | $ | $ 1,000 | 1,100 | 1,000 | |
Proceeds from exercise of stock options | $ | 0 | 148 | 2,939 | |
Tax benefit realized for the tax deductions from option exercises | $ | 300 | 1,900 | ||
Issuance of common stock under employee stock purchase plan | $ | $ 8,727 | $ 9,431 | $ 9,231 | |
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 | 777,197 | 464,354 | 360,743 | 209,784 |
Share-based payment arrangement, price target, increase (decrease) | $ / shares | $ 21.41 | |||
Unrecognized compensation expense, period for recognition | 2 years 4 months 24 days | |||
Restricted stock and restricted units granted (in shares) | 473,155 | 254,215 | 319,345 | |
Share-based Payment Arrangement, Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Incremental award ratio | factor | 1.09 | |||
Expiration period | 10 years | |||
Unrecognized compensation expense | $ | $ 1,900 | |||
Unrecognized compensation expense, period for recognition | 2 years | |||
Expected term (in years) | 6 months | 6 months | 6 months | |
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) | 305,549 | 154,022 | 246,251 | |
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] | ||||
Unrecognized compensation expense, period for recognition | 1 year 10 months 24 days | |||
Restricted stock and restricted units granted (in shares) | 167,606 | 100,193 | 73,094 | |
Weighted-average grant-date fair values of restricted stock awards granted (in dollars per share) | $ / shares | $ 70.06 | $ 87.11 | $ 94.40 | |
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 | $ | $ 1,900 | $ 2,800 | $ 9,500 | |
Unrecognized compensation expense | $ | 43,400 | |||
Total fair value of restricted stock and restricted stock units vested | $ | $ 11,300 | $ 12,400 | $ 68,100 | |
Minimum | Share-based Payment Arrangement, Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting periods | 5 years | |||
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 | |||
Minimum | Market-based Restricted Stock Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted-average grant-date fair values of restricted stock awards granted (in dollars per share) | $ / shares | $ 83.61 | |||
Maximum | Share-based Payment Arrangement, Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting periods | 8 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 | |||
Maximum | Market-based Restricted Stock Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted-average grant-date fair values of restricted stock awards granted (in dollars per share) | $ / shares | $ 103.76 | |||
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 | |||
Additional shares available for grant (in shares) | 1,072,913 | |||
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 | 777,197 | |||
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% | |||
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% | |||
Additional shares available for grant (in shares) | 994,221 | |||
Maximum employee subscription rate | 15% | |||
Expected term (in years) | 6 months | |||
Issuance of shares under Employee Stock Purchase Plan (in shares) | 74,390 | 139,992 | 109,248 | |
Estimated forfeiture rates | 12.54% | 11.83% | 11.15% | |
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 | $ 53.80 | |||
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 | $ 54.24 |
Share-Based Compensation - Effe
Share-Based Compensation - Effects of Share-based Compensation expense in the Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 31,920 | $ 26,601 | $ 24,129 |
Direct costs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 262 | 341 | 306 |
Sales and marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 2,686 | 3,083 | 1,288 |
Research, development and engineering | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | 3,245 | 2,503 | 1,984 |
General, administrative, and other related costs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 25,727 | $ 20,674 | $ 20,551 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Option Activity (Details) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) factor $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Number of Shares | |||
Beginning balance (in shares) | shares | 435,135 | 440,574 | 475,601 |
Granted (in shares) | shares | 0 | 0 | 0 |
Exercised (in shares) | shares | 0 | (5,439) | (70,776) |
Canceled (in shares) | shares | 0 | 0 | 0 |
Adjustment due to Consensus Separation (in shares) | shares | 35,749 | ||
Ending balance (in shares) | shares | 435,135 | 435,135 | 440,574 |
Options exercisable (in shares) | shares | 271,959 | 217,567 | 168,614 |
Vested and expected to vest (in shares) | shares | 144,040 | ||
Weighted-Average Exercise Price | |||
Beginning balance (in dollars per share) | $ / shares | $ 68.45 | $ 69.61 | |
Granted (in dollars per share) | $ / shares | $ 0 | 0 | 0 |
Exercised (in dollars per share) | $ / shares | 0 | 27.15 | 41.63 |
Canceled (in dollars per share) | $ / shares | 0 | 0 | 0 |
Adjustment due to consensus separation (in dollars per share) | $ / shares | 68.25 | ||
Ending balance (in dollars per share) | $ / shares | 68.97 | 68.45 | |
Options exercisable (in dollars per share) | $ / shares | 68.97 | $ 68.97 | $ 67.62 |
Vested and expected to vest (in dollars per share) | $ / shares | $ 68.97 | ||
Weighted-Average Remaining Contractual Life (In Years) | |||
Options outstanding at December 31, 2023 | 4 years | ||
Exercisable at December 31, 2023 | 4 years | ||
Vested and expected to vest at December 31, 2023 | 4 years | ||
Aggregate Intrinsic Value | |||
Options outstanding at December 31, 2023 | $ | $ 0 | ||
Exercisable at December 31, 2023 | $ | 0 | ||
Vested and expected to vest at December 31, 2023 | $ | $ 0 | ||
Share-based Payment Arrangement, Option | |||
Aggregate Intrinsic Value | |||
Incremental award ratio | factor | 1.09 | ||
Share-based Payment Arrangement | |||
Aggregate Intrinsic Value | |||
Incremental award ratio | factor | 1.09 |
Share-Based Compensation - Valu
Share-Based Compensation - Valuation Assumptions of Market-based Restricted Stock Units Granted (Details) - Market-based Restricted Stock Awards - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Underlying stock price at valuation date (in dollars per share) | $ 77.8 | $ 99.32 | $ 113.27 |
Expected volatility | 32% | 36.70% | 30.30% |
Risk-free interest rate | 4.10% | 1.80% | 1.30% |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock and Restricted Stock Unit Award Activity (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Shares | |||
Adjustment due to Consensus Separation (in shares) | 35,749 | ||
Weighted-Average Grant-Date Fair Value | |||
Adjustment due to consensus separation (in dollars per share) | $ 68.25 | ||
Number of Shares | |||
Adjustment due to Consensus Separation (in shares) | 35,749 | ||
Restricted Stock | |||
Shares | |||
Beginning balance (in shares) | 311,281 | 383,963 | 820,566 |
Granted (in shares) | 0 | 0 | 0 |
Vested (in shares) | (52,060) | (67,762) | (435,529) |
Canceled (in shares) | (322) | (4,920) | (33,194) |
Adjustment due to Consensus Separation (in shares) | 32,120 | ||
Ending balance (in shares) | 258,899 | 311,281 | 383,963 |
Weighted-Average Grant-Date Fair Value | |||
Beginning balance (in dollars per share) | $ 59.90 | $ 62.66 | $ 62.66 |
Granted (in dollars per share) | 0 | 0 | 0 |
Vested (in dollars per share) | 72.29 | 80.64 | 60.52 |
Canceled (in dollars per share) | 77.75 | 84.77 | 83.23 |
Adjustment due to consensus separation (in dollars per share) | 74.62 | ||
Ending balance (in dollars per share) | $ 48.76 | $ 59.90 | $ 62.66 |
Number of Shares | |||
Granted (in shares) | 0 | 0 | 0 |
Vested (in shares) | (52,060) | (67,762) | (435,529) |
Canceled (in shares) | (322) | (4,920) | (33,194) |
Adjustment due to Consensus Separation (in shares) | 32,120 | ||
Restricted Stock Units (RSUs) | |||
Shares | |||
Granted (in shares) | 473,155 | 254,215 | 319,345 |
Vested (in shares) | (111,185) | (115,523) | (124,761) |
Canceled (in shares) | (49,127) | (35,081) | (60,201) |
Adjustment due to Consensus Separation (in shares) | 16,576 | ||
Number of Shares | |||
Beginning balance (in shares) | 464,354 | 360,743 | 209,784 |
Granted (in shares) | 473,155 | 254,215 | 319,345 |
Vested (in shares) | (111,185) | (115,523) | (124,761) |
Canceled (in shares) | (49,127) | (35,081) | (60,201) |
Adjustment due to Consensus Separation (in shares) | 16,576 | ||
Ending balance (in shares) | 777,197 | 464,354 | 360,743 |
Vested and expected to vest (in shares) | 721,572 | ||
Aggregate Intrinsic Value | |||
Outstanding at December 31, 2023 | $ 52,219,866 | ||
Vested and expected to vest at December 31, 2023 | $ 48,482,422 |
Share-Based Compensation - Shar
Share-Based Compensation - Share-Based Compensation Expense Related to Purchase Plan (Details) - Share-based Payment Arrangement, Option | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 3.35% | 1.17% | 0.05% |
Expected term (in years) | 6 months | 6 months | 6 months |
Expected volatility | 38.30% | 40.70% | 35% |
Defined Contribution 401(k) S_2
Defined Contribution 401(k) Savings Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Expenses incurred for contributions | $ 5.2 | $ 5.1 | $ 4.8 |
Earnings Per Share - Components
Earnings Per Share - Components of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 15, 2019 | |
Numerator for basic and diluted net income per common share: | ||||
Net income (loss) from continuing operations | $ 41,503 | $ 65,466 | $ 401,395 | |
Net income available to participating securities | (2) | (20) | (326) | |
Convertible notes interest expense | 0 | 0 | 0 | |
Net income available to the Company's common shareholders from continuing operations, basic | 41,501 | 65,446 | 401,069 | |
Net income available to the Company's common shareholders from continuing operations, diluted | $ 41,501 | $ 65,446 | $ 401,069 | |
Denominator: | ||||
Basic weighted-average outstanding shares of common stock | 46,400,941 | 46,954,558 | 45,893,928 | |
Diluted effect of: | ||||
Equity incentive plans | 63,320 | 71,291 | 311,585 | |
Convertible debt (in shares) | 0 | 0 | 1,657,232 | |
Diluted weighted-average outstanding shares of common stock (in shares) | 46,464,261 | 47,025,849 | 47,862,745 | |
Net income per share from continuing operations: | ||||
Basic (in dollars per share) | $ 0.89 | $ 1.39 | $ 8.74 | |
Diluted (in dollars per share) | $ 0.89 | $ 1.39 | $ 8.38 | |
1.75% Convertible Notes | Convertible Debt | ||||
Net income per share from continuing operations: | ||||
Stated interest rate | 1.75% | 1.75% | ||
Stock Options And Restricted Stock | ||||
Net income per share from continuing operations: | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 629,807 | 0 | 0 | |
Convertible Debt Securities | ||||
Net income per share from continuing operations: | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 5,158,071 | 5,158,071 | 0 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Information - Reconcili
Segment Information - Reconciliation of Total Segment Operating Income to Consolidated Operating Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Total revenues | $ 1,364,028 | $ 1,390,997 | $ 1,416,722 |
Total operating costs and expenses | 1,231,417 | 1,192,056 | 1,249,382 |
Income from operations | 132,611 | 198,941 | 167,340 |
Reportable segments | |||
Segment Reporting Information [Line Items] | |||
Total operating costs and expenses | 1,179,979 | 1,141,865 | 1,189,082 |
Income from operations | 184,049 | 249,132 | 227,640 |
Elimination of inter-segment revenues | |||
Segment Reporting Information [Line Items] | |||
Total revenues | (152) | (801) | (1,189) |
Total operating costs and expenses | (152) | (801) | (1,189) |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 0 | 0 | 0 |
Total operating costs and expenses | 51,438 | 50,191 | 60,300 |
Income from operations | (51,438) | (50,191) | (60,300) |
Digital Media | Reportable segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 1,072,971 | 1,079,172 | 1,069,300 |
Total operating costs and expenses | 931,980 | 880,240 | 851,807 |
Income from operations | 140,991 | 198,932 | 217,493 |
Digital Media | Elimination of inter-segment revenues | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 200 | 800 | 800 |
Cybersecurity and Martech | Reportable segments | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 291,209 | 312,626 | 348,611 |
Total operating costs and expenses | 248,151 | 262,426 | 338,464 |
Income from operations | 43,058 | 50,200 | 10,147 |
Cybersecurity and Martech | Reportable segments | Revision of Prior Period, Adjustment | |||
Segment Reporting Information [Line Items] | |||
Total operating costs and expenses | 19,200 | ||
Cybersecurity and Martech | Elimination of inter-segment revenues | |||
Segment Reporting Information [Line Items] | |||
Total revenues | $ 0 | $ 0 | $ 400 |
Segment Information - Total Cap
Segment Information - Total Capital Expenditures, Depreciation and Amortization (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Total capital expenditures | $ 108,729 | $ 106,154 | $ 113,740 |
Total depreciation and amortization | 236,966 | 233,400 | 258,303 |
Reportable segments | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Total capital expenditures | 108,633 | 106,143 | 98,488 |
Total depreciation and amortization | 236,939 | 233,372 | 249,005 |
Corporate | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Total capital expenditures | 96 | 11 | 0 |
Total depreciation and amortization | 27 | 28 | 288 |
Segment Reconciling Items | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Total capital expenditures | 0 | 0 | 15,252 |
Total depreciation and amortization | 0 | 0 | 9,010 |
Digital Media | Reportable segments | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Total capital expenditures | 83,921 | 85,049 | 80,877 |
Total depreciation and amortization | 184,321 | 184,658 | 193,661 |
Cybersecurity and Martech | Reportable segments | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Total capital expenditures | 24,712 | 21,094 | 17,611 |
Total depreciation and amortization | $ 52,618 | $ 48,714 | $ 55,344 |
Segment Information - Revenues
Segment Information - Revenues and Long-lived Assets by Geographic Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenues | $ 1,364,028 | $ 1,390,997 | $ 1,416,722 |
Long-lived assets | 212,733 | 218,824 | |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenues | 1,137,857 | 1,181,936 | 1,187,207 |
Long-lived assets | 161,913 | 171,957 | |
All other countries | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenues | 226,171 | 209,061 | $ 229,515 |
Long-lived assets | $ 50,820 | $ 46,867 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information - Non-Cash (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 15, 2019 | Jun. 10, 2014 | |
Non-cash investing activity: | |||||
Property and equipment, accrued but unpaid | $ 55 | $ 150 | $ 50 | ||
Right-of-use assets acquired in exchange for operating lease obligations | 1,597 | 4,130 | 9,850 | ||
Purchase of equity investments with common stock | 13,500 | 0 | 0 | ||
Disposition of investment in Consensus | 0 | 112,286 | 0 | ||
Non-cash financing activity: | |||||
Conversion shares issued as extinguishment cost to redeem 3.25% Convertible Notes | 0 | 0 | 431,952 | ||
Reacquisition of 3.25% Convertible Notes, net of tax | 0 | 0 | 390,526 | ||
Disposition of investment | 160,100 | ||||
Aggregate purchase price | 112,300 | ||||
Loss on sale on investments | 47,800 | ||||
1.75% Convertible Notes | |||||
Non-cash financing activity: | |||||
Repayments of Debt | 0 | 112,286 | $ 0 | ||
1.75% Convertible Notes | Convertible Debt | |||||
Non-cash financing activity: | |||||
Stated interest rate | 1.75% | 1.75% | |||
4.625% Senior Notes Due in 2030 | |||||
Non-cash financing activity: | |||||
Repayments of Debt | $ 0 | $ 0 | $ 485,000 | ||
3.25% Convertible Notes | Convertible Debt | |||||
Non-cash financing activity: | |||||
Stated interest rate | 3.25% |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information - Supplemental Data (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |||
Interest paid | $ 38,653 | $ 36,168 | $ 54,479 |
Income taxes paid, net of refunds | $ 64,594 | $ 59,543 | $ 61,162 |
Supplemental Cash Flow Inform_5
Supplemental Cash Flow Information - Operating Cash Outflows (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |||
Operating cash outflows related to lease liabilities | $ 23,230 | $ 26,921 | $ 27,798 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | $ 1,892,611 | $ 1,967,732 | $ 1,211,018 |
Consensus separation | 280,360 | ||
Net current period other comprehensive income (loss) | 13,753 | (28,151) | (2,416) |
Ending balance | 1,892,998 | 1,892,611 | 1,967,732 |
Accumulated other comprehensive income (loss) | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (85,373) | (57,222) | (54,806) |
Other comprehensive income before reclassifications | 13,753 | (32,207) | (21,382) |
Consensus separation | 4,056 | 18,966 | |
Ending balance | (71,620) | (85,373) | (57,222) |
Unrealized Gains (Losses) on Investments | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | 441 | 169 | 283 |
Other comprehensive income before reclassifications | 96 | 272 | (114) |
Consensus separation | 0 | 0 | |
Net current period other comprehensive income (loss) | 96 | 272 | (114) |
Ending balance | 537 | 441 | 169 |
Foreign Currency Translation | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Beginning balance | (85,814) | (57,391) | (55,089) |
Other comprehensive income before reclassifications | 13,657 | (32,479) | (21,268) |
Consensus separation | 4,056 | 18,966 | |
Net current period other comprehensive income (loss) | 13,657 | (28,423) | (2,302) |
Ending balance | $ (72,157) | $ (85,814) | $ (57,391) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Income - Reclassification out of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Loss on investments, net | $ 357 | $ (46,743) | $ (16,677) |
Net income | 0 | 0 | (151) |
Reclassification out of Accumulated Other Comprehensive Income | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Loss on investments, net | 0 | 0 | (151) |
Income before income taxes | $ 0 | $ 0 | $ (151) |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 12 Months Ended | |||
Sep. 25, 2017 | Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||||
Equity securities, shares owned (in shares) | 1 | 1.1 | |||
Other (loss) income, net | $ (9,468) | $ 8,437 | $ 1,293 | ||
Variable interest entity, amount committed to invest | $ 200,000 | ||||
Variable interest entity, ownership percentage | 76.60% | ||||
Annual management fee percentage | 2% | ||||
Entitled carried interest percentage | 20% | ||||
Fund investment period | 6 years | ||||
Equity method investments | 99,900 | 112,300 | |||
Distribution from equity method investment | $ 0 | 0 | 15,327 | ||
Fund | |||||
Related Party Transaction [Line Items] | |||||
Equity method investments | $ 128,800 | ||||
Discontinued Operations | J2 Global | |||||
Related Party Transaction [Line Items] | |||||
Net reimbursement for Consensus | 11,600 | ||||
Related Party | |||||
Related Party Transaction [Line Items] | |||||
Management fees recognized | $ 1,500 | 3,000 | |||
Variable interest entity, amount of capital call notices received | 22,200 | ||||
Variable interest entity, amount paid | 22,200 | ||||
Distribution from equity method investment | 15,300 | ||||
Related Party | Discontinued Operations | J2 Global | |||||
Related Party Transaction [Line Items] | |||||
Net reimbursement for Consensus | 11,600 | ||||
Consensus Cloud Solutions | |||||
Related Party Transaction [Line Items] | |||||
Ownership percentage | 5% | 5% | |||
Consensus Cloud Solutions | Related Party | |||||
Related Party Transaction [Line Items] | |||||
Reimbursements from related party | 11,700 | ||||
Gain from reimbursement of costs | 7,500 | ||||
Other (loss) income, net | $ 8,500 | ||||
Expenses from transactions with related party | $ 1,200 | 2,100 | |||
Offset to lease expense | $ 1,500 | 500 | |||
Consensus Cloud Solutions | Related Party | Various Agreements | |||||
Related Party Transaction [Line Items] | |||||
Due from related parties | 9,300 | 9,300 | |||
Consensus Cloud Solutions | Related Party | Services Provided Under Transition Services Agreement | |||||
Related Party Transaction [Line Items] | |||||
Due from related parties | 2,100 | 2,100 | |||
Consensus Cloud Solutions | Related Party | Reimbursement Of Certain Transaction Related Costs And Other Reimbursements | |||||
Related Party Transaction [Line Items] | |||||
Due from related parties | $ 7,200 | 7,200 | |||
Consensus Cloud Solutions | Related Party | Discontinued Operations | J2 Global | |||||
Related Party Transaction [Line Items] | |||||
Net reimbursement for Consensus | $ 23,300 |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event - TDS Gift Cards $ in Millions | Feb. 05, 2024 USD ($) |
Subsequent Event [Line Items] | |
Equity interest acquired (percentage) | 100% |
Total consideration of transactions | $ 48 |