NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2017
(UNAUDITED)
j2 Global, Inc., together with its subsidiaries (“j2 Global” or the “Company”), is a leading provider of Internet services. Through its Business Cloud Services Division, the Company provides cloud services to businesses of all sizes, from individuals to enterprises, and licenses its intellectual property (“IP”) to third parties. In addition, the Business Cloud Services Division includes j2 Cloud Connect, which primarily focuses on our voice and fax products. The Digital Media Division specializes in the technology, gaming, lifestyle markets and healthcare markets, reaching in-market buyers and influencers in both the consumer and business-to-business space.
The accompanying interim condensed consolidated financial statements include the accounts of j2 Global and its direct and indirect wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
The accompanying interim condensed consolidated financial statements are unaudited and have been prepared in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X issued by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and note disclosures required by GAAP for complete financial statements although the Company believes that the disclosures made are adequate to make that information not misleading. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been reflected in these interim financial statements. It is suggested that these financial statements be read in conjunction with the audited financial statements and the related notes thereto for the year ended
December 31, 2016
included in our Annual Report (Form 10-K) filed with the SEC on March 1, 2017. Accordingly, significant accounting policies and other disclosures normally provided have been omitted since such items are disclosed therein.
The results of operations for this interim period are not necessarily indicative of the operating results for the full year or for any future period.
Use of Estimates
The preparation of consolidated financial statements in accordance with 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. We believe that our most significant estimates are those related to the valuation of assets acquired and liabilities assumed in connection with business combinations, long-lived and intangible asset impairment, contingent consideration, income taxes and contingencies and allowances for doubtful accounts. On an ongoing basis, management evaluates its estimates based on historical experience and on various other factors that the Company believes to be reasonable under the circumstances. Actual results could materially differ from those estimates.
Allowances for Doubtful Accounts
j2 Global reserves for receivables it may not be able to collect. These reserves for the Company’s Business Cloud Services segment are typically driven by the volume of credit card declines and past due invoices and are based on historical experience as well as an evaluation of current market conditions. These reserves for the Company’s Digital Media segment are typically driven by past due invoices based on historical experience. On an ongoing basis, management evaluates the adequacy of these reserves.
Revenue Recognition
Business Cloud Services
The Company’s Business Cloud Services revenues substantially consist of monthly recurring subscription and usage-based fees, which are primarily paid in advance by credit card. In accordance with GAAP, the Company recognizes revenue when persuasive evidence of an arrangement exists, services have been provided, the sales price is fixed and determinable and collection is probable. The Company defers the portions of monthly, quarterly, semi-annually and annually recurring subscription and usage-based fees collected in advance and recognizes them in the period earned. Additionally, the Company defers and recognizes subscriber activation fees and related direct incremental costs over a subscriber’s estimated useful life.
Along with our numerous proprietary Business Cloud Services solutions, the Company also generates revenues by reselling various third party solutions, primarily through our email security and online backup lines of business. These third party solutions, along with our proprietary products, allow the Company to offer customers a variety of solutions to better meet their needs. The Company determines whether reseller revenue should be reported on a gross or net basis by assessing whether the Company is acting as the principal or an agent in the transaction. If the Company is acting as the principal in a transaction, the Company reports revenue on a gross basis. If the Company is acting as an agent in a transaction, the Company reports revenue on a net basis. In determining whether the Company acts as the principal or an agent, the Company follows the accounting guidance for principal-agent considerations and the Company places the most weight on three factors: whether or not the Company (i) is the primary obligor in the arrangement, (ii) has latitude in determining pricing and (iii) bears credit risk.
The Company records revenue on a gross basis with respect to reseller revenue as the Company is the primary obligator in the arrangement, has latitude in determining pricing and bears all credit risk associated with our reseller program partners.
j2 Global’s Business Cloud Services also include patent license revenues generated under license agreements that provide for the payment of contractually determined fully paid-up or royalty-bearing license fees to j2 Global in exchange for the grant of non-exclusive, retroactive and future licenses to our intellectual property, including patented technology. Patent revenues may also consist of revenues generated from the sale of patents. Patent license revenues are recognized when earned over the term of the license agreements. With regard to fully paid-up license arrangements, the Company recognizes as revenue in the period the license agreement is executed the portion of the payment attributable to past use of the intellectual property and amortizes the remaining portion of such payments on a straight-line basis, or pro-rata revenue basis, as appropriate over the life of the licensed patent(s). With regard to royalty-bearing license arrangements, the Company recognizes revenues of license fees earned during the applicable period. With regard to patent sales, the Company recognizes as revenue in the period of the sale the amount of the purchase price over the carrying value of the patent(s) sold.
The Business Cloud Services business also generates revenues by licensing certain technology to third parties. These licensing revenues are recognized when earned in accordance with the terms of the underlying agreement. Generally, revenue is recognized as the third party uses the licensed technology over the period.
Digital Media
The Company’s Digital Media revenues primarily consist of revenues generated from the sale of advertising campaigns that are targeted to the Company’s proprietary websites and to those websites operated by third parties that are part of the Digital Media business’s advertising network. Revenues for these advertising campaigns are recognized as earned, either when an ad is placed for viewing by a visitor to the appropriate web page or when the visitor “clicks through” on the ad, depending upon the terms with the individual advertiser.
Revenues for Digital Media business-to-business operations consist of lead-generation campaigns for IT vendors and are recognized as earned when the Company delivers the qualified leads to the customer.
j2 Global also generates Digital Media revenues through the license of certain assets to clients, for the clients’ use in their own promotional materials or otherwise. Such assets may include logos, editorial reviews, or other copyrighted material. Revenues under such license agreements are recognized when the assets are delivered to the client. Also, Digital Media revenues are generated through the license of certain speed testing technology which is recognized when delivered to the client through providing data services primarily to Internet Service Providers (“ISPs”) and wireless carriers which is recognized as earned over the term of the access period. The Digital Media business also generates other types of revenues, including business listing fees, subscriptions to online publications, and from other sources. Such other revenues are recognized as earned.
The Company determines whether Digital Media revenue should be reported on a gross or net basis by assessing whether the Company is acting as the principal or an agent in the transaction. If the Company is acting as the principal in a transaction, the Company reports revenue on a gross basis. If the Company is acting as an agent in a transaction, the Company reports revenue on a net basis. In determining whether the Company acts as the principal or an agent, the Company follows the accounting guidance for principal-agent considerations and the Company places the most weight on three factors: whether or not the Company (i) is the primary obligor in the arrangement, (ii) has latitude in determining pricing and (iii) bears credit risk.
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 Digital Media licensing program. The Company records revenue on a net basis with respect to revenue paid to the Company by certain third-party advertising
networks who serve online display and video advertising across the Company’s owned-and-operated web properties and certain third party sites.
Fair Value Measurements
j2 Global complies with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic No. 820, Fair Value Measurements and Disclosures (“ASC 820”), in measuring fair value and in disclosing fair value measurements. ASC 820 provides a framework for measuring fair value and expands the disclosures required for fair value measurements of financial and non-financial assets and liabilities.
As of
June 30, 2017
, the carrying value of cash and cash equivalents, short-term investments, 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 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, if 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 j2 Global.
Property and Equipment
Property and equipment are stated at cost. Equipment under capital leases is stated at the present value of the minimum lease payments. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives of property and equipment range from
1
to
10
years. Fixtures, which are comprised primarily of leasehold improvements and equipment under capital leases, are amortized on a straight-line basis over their estimated useful lives or for leasehold improvements, the related lease term, if less. The Company has capitalized certain internal use software and website development costs which are included in property and equipment. The estimated useful life of costs capitalized is evaluated for each specific project and ranges from
1
to
5
years.
Debt Issuance Costs and Debt Discount
j2 Global 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 or term of the credit facility using the effective interest method.
Contingent Consideration
j2 Global measures the contingent earn-out liabilities in connection with acquisitions at fair value on a recurring basis using significant unobservable inputs classified within Level 3 of the fair value hierarchy (see Note 5 - Fair Value Measurements). The Company may use various valuation techniques depending on the terms and conditions of the contingent consideration including a Monte-Carlo simulation. This simulation uses a probability distribution for each significant input to produce hundreds or thousands of possible outcomes and the results are analyzed to determine probabilities of different outcomes occurring. Significant increases or decreases to these inputs in isolation would result in a significantly higher or lower liability with a higher liability capped by the contractual maximum of the contingent earn-out obligation. Ultimately, the liability will be equivalent to the amount paid, and the difference between the fair value estimate and the amount paid will be recorded in earnings. The amount paid that is less than or equal to the liability on the acquisition date is reflected as cash used in financing activities in 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.
j2 Global reviews and re-assesses the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could be materially different from the initial estimates or prior quarterly amounts. Changes in the estimated fair value of our contingent earn-out liabilities are reported in operating income, except for the time component of the present value calculation which is reported in interest expense. Adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in operating income.
Segment Reporting
Accounting guidance 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. Accounting guidance also establishes standards for related disclosures about
products and services, geographic areas and major customers. The Company operates as two segments: (1) Business Cloud Services and (2) Digital Media.
Reclassifications
Certain prior year reported amounts have been reclassified to conform to the 2017 presentation.
2.
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, as a new Topic, Accounting Standards Codification (“ASC”) Topic 606. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date, which deferred the effective date of the new revenue standard for periods beginning after December 15, 2016 to December 15, 2017, with early adoption permitted but not earlier than the original effective date. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606). This ASU is related to reporting revenue gross versus net, or principal versus agent considerations. This ASU is meant to clarify the guidance in ASU 2014-09, Revenue from Contracts with Customers, as it pertains to principal versus agent considerations. Specifically, the guidance addresses how entities should identify goods and services being provided to a customer, the unit of account for a principal versus agent assessment, how to evaluate whether a good or service is controlled before being transferred to a customer, and how to assess whether an entity controls services performed by another party. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. This ASU is meant to clarify the guidance in FASB ASU 2014-09, Revenue from Contracts with Customers. Specifically, the guidance addresses an entity’s identification of its performance obligations in a contract, as well as an entity’s evaluation of the nature of its promise to grant a license of intellectual property and whether or not that revenue is recognized over time or at a point in time. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. This ASU does not change the core principle of the guidance in Topic 606. Instead, the amendments provide clarifying guidance in a few narrow areas and add some practical expedients. In December 2016, the FASB issued 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The amendments in this ASU represent changes to clarify the Codification or to correct unintended application of guidance. This ASU must be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company currently expects to adopt the standard on January 1, 2018 using the modified retrospective approach. The Company has substantially completed a review of the likely impact to the existing portfolio of customer contracts entered into prior to this adoption and will continue to evaluate the effect of adopting this guidance upon the Company’s results of operations, cash flows and financial position. Currently, the Company does not expect the adoption of this ASU to have a material impact on our financial statements, however, we do anticipate some changes within revenue recognition associated with licensing and patents. In addition, we expect additional reporting requirements under the new standard.
In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in this ASU modify how entities measure equity investments and present changes in the fair value of financial liabilities. Under the new guidance, entities will have to measure equity investments that do not result in consolidation and are not accounted under the equity method at fair value and recognize any changes in fair value in net income unless the investments qualify for the new practicality exception. A practicality exception will apply to those equity investments that do not have a readily determinable fair value and do not qualify for the practical expedient to estimate fair value under ASC 820, Fair Value Measurements, and as such these investments may be measured at cost. This ASU is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company does not expect the adoption of this ASU to have a material impact on our financial statements and related disclosures.
In February 2016, the FASB issued ASU No. 2016-02, Leases. This ASU establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact of this ASU on our financial statements. The Company currently has both capital and operating leases both domestically and internationally with varying expiration dates through 2025 in the aggregate amount of
$68.5 million
for the period ended June 30, 2017.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments in this ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This ASU is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. The adoption of this standard is not expected to have a material impact on our financial statements and related disclosures.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The new guidance is intended to reduce diversity in practice in how transactions are classified in the statement of cash flows. This ASU is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017. The adoption of this standard did not have a material impact on our financial statements.
In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory. The amendments in this ASU reduce the complexity in the accounting standards by allowing the recognition of current and deferred income taxes for an intra-entity asset transfer, other than inventory, when the transfer occurs. Historically, the income tax consequence was not recognized until the asset was sold to an outside party. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on our financial statements.
In November 2016, the FASB issued 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash - a consensus of the FASB Emerging Issues Task Force. The amendments in this ASU require restricted cash and restricted cash equivalents to be classified in the statement of cash flows as cash and cash equivalents. The guidance will be applied on a retrospective basis beginning with the earliest period presented. The amendments in this ASU are effective for annual and interim periods beginning after December 15, 2017. Early adoption is permitted. The adoption of this standard did not have a material impact on our financial statements.
In January 2017, the FASB issued 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The amendments in this ASU provide a robust framework to use in determining when a set of assets and activities is a business. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted and the standard should be applied prospectively. The Company does not expect the adoption of this ASU to have a material impact on our financial statements and related disclosures.
In January 2017, the FASB issued 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments in this ASU simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test and eliminating the requirement for a reporting unit with a zero or negative carrying amount to perform a qualitative assessment. Instead, under this pronouncement, an entity would perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and would recognize an impairment change for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized is not to exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects will be considered, if applicable. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted and should be adopted on a prospective basis. The Company does not expect the adoption of this ASU to have a material impact on our financial statements and related disclosures.
In February 2017, the FASB issued 2017-05, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets. This ASU provides guidance which clarifies the scope and accounting for financial assets that meet the definition of an “in-substance nonfinancial asset” and defines the term, “in-substance nonfinancial asset.” In addition, this ASU also adds guidance for partial sales of nonfinancial assets. This ASU is effective for fiscal years beginning after December 15, 2017 and interim periods within those years. Early adoption is permitted and should be adopted retrospectively for all periods presented or retrospectively with a cumulative-effect adjustment at the date of adoption. The Company does not expect the adoption of this ASU to have a material impact on our financial statements and related disclosures.
In March 2017, the FASB issued 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. The amendments in this ASU shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. This ASU is effective for those fiscal years, beginning after December 15, 2018. Early adoption is permitted and should
be adopted on a modified retrospective bases through a cumulative-effect directly to retained earnings as of the beginning of the period of adoption. The Company does not expect the adoption of this ASU to have a material impact on our financial statements and related disclosures.
In May 2017, the FASB issued 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. The amendments in this ASU provide guidance about which changes to the terms or conditions of share-based payment award require an entity to apply modification accounting in Topic 718. Specifically, an entity should account for the effects of a modification unless all the following are met: (1) The fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification; (2) The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and (3)The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. This ASU is effective for those fiscal years, beginning after December 15, 2017. Early adoption is permitted and should be adopted on a prospective basis. The Company does not expect the adoption of this ASU to have a material impact on our financial statements and related disclosures.
3.
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, acquire skilled personnel and enter into other jurisdictions.
The Company completed the following acquisitions during the first
six
months of fiscal 2017, paying the purchase price in cash in each transaction: (a) an asset purchase of sFax, acquired on March 31, 2017, an Austin-based provider of mobile cloud faxing for health care; (b) a share purchase of the entire issued capital of WeCloud AB, acquired on June 12, 2017, a Swedish-based provider of cloud-based Internet security services; (c) an asset purchase of MyPhoneFax.com, acquired on June 30, 2017, a provider of online fax services; and (d) other immaterial acquisitions of email marketing and email security businesses.
The condensed consolidated statement of income, since the date of each acquisition, and balance sheet as of
June 30, 2017
, reflect the results of operations of all 2017 acquisitions. For the
six
months ended
June 30, 2017
, these acquisitions contributed
$3.3 million
to the Company’s revenues. Net income contributed by these acquisitions was not separately identifiable due to j2 Global’s integration activities and is impracticable to provide. Total consideration for these transactions was
$48.3 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 these acquisitions (in thousands):
|
|
|
|
|
|
|
|
Assets and Liabilities
|
Valuation
|
|
Accounts receivable
|
$
|
703
|
|
|
Prepaid expenses and other current assets
|
63
|
|
|
Property and equipment
|
486
|
|
|
Trade names
|
1,343
|
|
|
Customer relationships
|
21,803
|
|
|
Other intangibles
|
2,696
|
|
|
Goodwill
|
24,378
|
|
|
Accounts payable and accrued expenses
|
(1,280
|
)
|
|
Deferred revenue
|
(1,866
|
)
|
|
Total
|
$
|
48,326
|
|
During the
six
months ended
June 30, 2017
, the purchase price accounting has been finalized for the following acquisitions: (i) Fonebox; and (ii) other immaterial fax, online data backup, email security and email marketing businesses. The initial accounting for all other 2017 acquisitions is incomplete and subject to change, which may be significant. j2 Global has recorded provisional
amounts which may be based upon past acquisitions with similar attributes for certain intangible assets (including trade names, software and customer relationships), preliminary acquisition date working capital and related tax items.
During the
six
months ended
June 30, 2017
, the Company recorded adjustments to prior period acquisitions due to the finalization of purchase accounting in the Business Cloud Services segment which resulted in a net decrease in goodwill of
$(0.8) million
. In addition, the Company recorded adjustments to the initial working capital related to prior period acquisitions in the Digital Media segment, which resulted in a net increase in goodwill of
$1.3 million
. Such adjustments had an immaterial impact to the amortization expense within the condensed consolidated statement of income for the
six
months ended
June 30, 2017
.
Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired and represents intangible assets that do not qualify for separate recognition. Goodwill recognized associated with these acquisitions during the
six
months ended
June 30, 2017
is
$24.4 million
, of which
$19.6 million
is expected to be deductible for income tax purposes.
4.
Investments
Short-term investments consist of certificates of deposits, which are stated at fair market value.
The Company classifies assets held for sale when management approves and commits to a formal plan of sale with the expectation the sale will be completed within one year. The net assets of the business held for sale are then recorded at the lower of their current carrying value or the fair market value, less costs to sell.
During the second quarter 2017, the Company committed to a plan to sell the Cambridge BioMarketing Group, LLC (“Cambridge”), a subsidiary within the Digital Media segment, as it was determined to be a non-core asset. This determination resulted in a reclassification of assets held for sale on the condensed consolidated balance sheet with a net carrying value of
$29.8 million
as of June 30, 2017.
The following table presents information related to the assets and liabilities that were classified as held for sale in our condensed consolidated balance sheets (in thousands):
|
|
|
|
|
|
|
|
|
|
|
June 30, 2017
|
|
|
|
|
|
Cash
|
|
$
|
813
|
|
|
Accounts receivable, net
|
|
4,746
|
|
|
Prepaid expenses and other current assets
|
|
210
|
|
|
Property and equipment, net
|
|
472
|
|
|
Goodwill
|
|
17,815
|
|
|
Other intangible assets, net
|
|
11,405
|
|
|
Other assets
|
|
29
|
|
|
Total assets held for sale
|
|
$
|
35,490
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
562
|
|
|
Deferred income taxes, non current
|
|
5,064
|
|
|
Total liabilities held for sale
|
|
$
|
5,626
|
|
On July 12, 2017,
in a cash transaction, the Company sold Cambridge. The Company is currently determining the financial impact to the statement of operations which will be recorded in the third quarter 2017 (see Note 18 - Subsequent Events). The Company does not expect a material gain or loss from this transaction.
6.
Fair Value Measurements
j2 Global complies with the provisions of ASC 820, which defines fair value, provides a framework for measuring fair value and expands the disclosures required for fair value measurements of financial and non-financial assets and liabilities. ASC 820 clarifies that the 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:
|
|
|
|
|
|
|
|
l
|
Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
|
|
|
|
|
|
l
|
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.
|
|
|
|
|
|
|
l
|
Level 3 – Unobservable inputs which are supported by little or no market activity.
|
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.
The Company’s money market funds are classified within Level 1. The Company values these Level 1 investments using quoted market prices. The Company’s certificates of deposit are classified within Level 2. The Company values these Level 2 investments based on quoted market prices or model-driven valuations using significant inputs derived from or corroborated by observable market data.
The fair value of the Convertible Notes (see Note 8 - Long-Term Debt) is determined using recent quoted market prices or dealer quotes for such securities, which are Level 1 inputs. The fair value of our senior notes (8.0% senior unsecured notes at
December 31, 2016
and 6.0% senior unsecured notes at
June 30, 2017
) (see Note 8 - Long-Term Debt) is determined using quoted market prices or dealer quotes for instruments with similar maturities and other terms and credit ratings, which are Level 2 inputs. The fair value of debt at
June 30, 2017
and
December 31, 2016
was
$1.5 billion
and
$792.2 million
, respectively.
In addition, the Convertible Notes contain terms that may require the Company to pay contingent interest on the Convertible Notes which is accounted for as a derivative with fair value adjustments being recorded to interest expense. This derivative is fair valued using a binomial lattice convertible bond pricing model using historical and implied market information, which are Level 2 inputs.
The Company classifies its contingent consideration liability in connection with the acquisitions of Ookla and Salesify 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 fair value of the contingent consideration liability was determined using option based approaches. This methodology was utilized because the distribution of payments is not symmetric and amounts are only payable upon certain earnings before interest, tax, depreciation and amortization (“EBITDA”) thresholds being reached. Such valuation approach included the Monte-Carlo simulation for the contingency since the financial metric driving the payments is path dependent. Significant increases or decreases in either of the inputs noted above in isolation would result in a significantly lower or higher fair value of measurement.
The following tables present the fair values of the Company’s financial assets or liabilities that are measured at fair value on a recurring basis (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2017
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
|
Assets:
|
|
|
|
|
|
|
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
Money market and other funds
|
$
|
11,787
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,787
|
|
|
Certificates of deposit
|
—
|
|
|
65
|
|
|
—
|
|
|
65
|
|
|
Total assets measured at fair value
|
$
|
11,787
|
|
|
$
|
65
|
|
|
$
|
—
|
|
|
$
|
11,852
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Contingent interest derivative
|
$
|
—
|
|
|
$
|
958
|
|
|
$
|
—
|
|
|
$
|
958
|
|
|
Total liabilities measured at fair value
|
$
|
—
|
|
|
$
|
958
|
|
|
$
|
—
|
|
|
$
|
958
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Fair Value
|
|
Assets:
|
|
|
|
|
|
|
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
Money market and other funds
|
$
|
7,737
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,737
|
|
|
Certificates of deposit
|
—
|
|
|
60
|
|
|
—
|
|
|
60
|
|
|
Total assets measured at fair value
|
$
|
7,737
|
|
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
7,797
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Contingent consideration
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,450
|
|
|
$
|
17,450
|
|
|
Contingent interest derivative
|
—
|
|
|
958
|
|
|
—
|
|
|
958
|
|
|
Total liabilities measured at fair value
|
$
|
—
|
|
|
$
|
958
|
|
|
$
|
17,450
|
|
|
$
|
18,408
|
|
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
six
months ended
June 30, 2017
, there were no transfers that have occurred between levels.
The following table presents a reconciliation of the Company’s Level 3 financial assets or liabilities that are measured at fair value on a recurring basis (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Level 3
|
|
Affected line item in the Statement of Income
|
|
Balance as of January 1, 2017
|
$
|
17,450
|
|
|
|
|
Contingent consideration
|
—
|
|
|
|
|
Total fair value adjustments reported in earnings
|
(600
|
)
|
|
General and administrative
|
|
Contingent consideration payments
|
(16,850
|
)
|
|
Not applicable
|
|
Balance as of June 30, 2017
|
$
|
—
|
|
|
|
In connection with the acquisition of Ookla, on December 1, 2014,
$20.0 million
(
$16.9 million
of contingent consideration and
$3.1 million
of compensation) was paid during the second quarter of 2017.
In connection with the acquisition of Salesify, on September 17, 2015, contingent consideration of up to an aggregate of
$17.0 million
may be payable upon achieving certain future income thresholds and had a fair value of
zero
and
$0.6 million
at
June 30, 2017
and
December 31, 2016
, respectively, which was recorded as an other long-term liability on the consolidated balance sheet at June 30, 2017.
During the
six
months ended
June 30, 2017
, the Company recorded a decrease in the fair value of the contingent consideration of
$0.6 million
and reported such decrease in general and administrative expenses.
The following table presents a reconciliation of the Company’s derivative instruments (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
Affected line item in the Statement of Income
|
|
Derivative Liabilities:
|
|
|
|
|
Level 2:
|
|
|
|
|
Balance as of January 1, 2017
|
$
|
958
|
|
|
|
|
Total fair value adjustments reported in earnings
|
—
|
|
|
|
|
Balance as of June 30, 2017
|
$
|
958
|
|
|
|
Losses associated with other-than-temporary impairments are recorded as a component of other income (expenses). Gains and losses not associated with other-than-temporary impairments are recorded as a component of other comprehensive income.
7.
Goodwill and Intangible Assets
Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Intangible assets resulting from the acquisitions of entities accounted for using the acquisition method of accounting are recorded at the estimated fair value of the assets acquired. Identifiable intangible assets are comprised of purchased customer relationships, trademarks and trade names, developed technologies and other intangible assets. The fair values of these identified intangible assets are based upon expected future cash flows or income, which take into consideration certain assumptions such as customer turnover, trade names and patent lives. These determinations are primarily based upon the Company’s historical experience and expected benefit of each intangible asset. If it is determined that such assumptions are not accurate, then the resulting change will impact the fair value of the intangible asset. Identifiable intangible assets are amortized over the period of estimated economic benefit, which ranges from
one
to
20
years.
The changes in carrying amounts of goodwill for the
six
months ended
June 30, 2017
are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Cloud Services
|
|
Digital Media
|
|
Consolidated
|
|
Balance as of January 1, 2017
|
$
|
559,152
|
|
|
$
|
563,658
|
|
|
$
|
1,122,810
|
|
|
Goodwill acquired (Note 3)
|
24,378
|
|
|
—
|
|
|
24,378
|
|
|
Goodwill reclassified to noncurrent assets held for sale
(1)
|
—
|
|
|
(17,815
|
)
|
|
(17,815
|
)
|
|
Purchase accounting adjustments
(2)
|
(766
|
)
|
|
1,333
|
|
|
567
|
|
|
Foreign exchange translation
|
9,365
|
|
|
121
|
|
|
9,486
|
|
|
Balance as of June 30, 2017
|
$
|
592,129
|
|
|
$
|
547,297
|
|
|
$
|
1,139,426
|
|
(1)
During the second quarter of 2017, the Company reclassifed
$17.8 million
of goodwill to noncurrent assets held for sale in connection with Cambridge (see Note 5 - Assets Held for Sale).
(2)
Purchase accounting adjustments relate to adjustments to goodwill in connection with prior year business acquisitions (see Note 3 - Business Acquisitions).
Intangible Assets with Indefinite Lives:
Intangible assets are summarized as of
June 30, 2017
and
December 31, 2016
as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
2017
|
|
December 31,
2016
|
|
Trade name
|
$
|
27,379
|
|
|
$
|
27,379
|
|
|
Other
|
5,432
|
|
|
5,432
|
|
|
Total
|
$
|
32,811
|
|
|
$
|
32,811
|
|
Intangible Assets Subject to Amortization:
As of
June 30, 2017
, intangible assets subject to amortization relate primarily to the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average
Amortization
Period
|
|
Historical
Cost
|
|
Accumulated
Amortization
|
|
Net
|
|
Trade names
|
11.4 years
|
|
$
|
128,379
|
|
|
$
|
45,314
|
|
|
$
|
83,065
|
|
|
Patent and patent licenses
|
6.6 years
|
|
66,272
|
|
|
54,364
|
|
|
11,908
|
|
|
Customer relationships
(1)
|
9.2 years
|
|
411,833
|
|
|
218,653
|
|
|
193,180
|
|
|
Other purchased intangibles
|
5.0 years
|
|
194,151
|
|
|
47,030
|
|
|
147,121
|
|
|
Total
|
|
|
$
|
800,635
|
|
|
$
|
365,361
|
|
|
$
|
435,274
|
|
(1)
Historically, the Company has amortized its customer relationship assets in a pattern that best reflects the pace in which the asset’s benefits are consumed. This pattern results in a substantial majority of the amortization expense being recognized in the first 4 to 5 years, despite the overall life of the asset.
As of
December 31, 2016
, intangible assets subject to amortization relate primarily to the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-Average
Amortization
Period
|
|
Historical
Cost
|
|
Accumulated
Amortization
|
|
Net
|
|
Trade names
|
11.5 years
|
|
$
|
127,342
|
|
|
$
|
38,868
|
|
|
$
|
88,474
|
|
|
Patent and patent licenses
|
6.6 years
|
|
65,605
|
|
|
51,677
|
|
|
13,928
|
|
|
Customer relationships
(1)
|
9.6 years
|
|
390,930
|
|
|
182,775
|
|
|
208,155
|
|
|
Other purchased intangibles
|
6.0 years
|
|
195,913
|
|
|
27,590
|
|
|
168,323
|
|
|
Total
|
|
|
$
|
779,790
|
|
|
$
|
300,910
|
|
|
$
|
478,880
|
|
(1)
Historically, the Company has amortized its customer relationship assets in a pattern that best reflects the pace in which the asset’s benefits are consumed. This pattern results in a substantial majority of the amortization expense being recognized in the first 4 to 5 years, despite the overall life of the asset.
Amortization expense, included in general and administrative expense, approximated
$31.7 million
and
$24.8 million
for the three month period ended
June 30, 2017
and
2016
, respectively, and
$62.5 million
and
$45.8 million
for the six month period ended June 30, 2017 and 2016, respectively. Amortization expense is estimated to approximate
$156.6 million
,
$98.5 million
,
$61.3 million
,
$36.5 million
and
$28.9 million
for fiscal years
2017
through
2021
, respectively, and
$116.1 million
thereafter through the duration of the amortization period.
8.
Long-Term Debt
6.0% Senior Notes
On
June 27, 2017
, j2 Cloud Services, LLC (“j2 Cloud”) and j2 Cloud Co-Obligor (the “Co-Issuer” and together with j2 Cloud, the “Issuers”), wholly-owned subsidiaries of the Company, completed the issuance and sale of
$650 million
aggregate principal amount of their
6.0%
senior notes due in 2025 (the “6.0% Senior Notes”) in a private placement offering exempt from the registration requirements of the Securities Act of 1933. j2 Cloud received proceeds of
$636.2 million
, after deducting the initial purchasers’ discounts, commissions and offering expenses and is presented as Long-term debt, net of deferred issuance costs, on the condensed consolidated balance sheets as of
June 30, 2017
. The proceeds were used to redeem all of j2 Cloud’s 8.0% notes due in 2020, and to distribute sufficient net proceeds to j2 Global to pay off all amounts outstanding under its existing credit facility, with the remaining net proceeds to be used for general corporate purposes, including acquisitions.
The 6.0% Senior Notes bear interest at a rate of 6.0% per annum, payable
semi-annually
in arrears on January 15 and July 15 of each year, commencing on January 15, 2018. The 6.0% Senior Notes mature on
July 15, 2025
, and are senior unsecured obligations of the Issuers and are guaranteed on an unsecured basis by certain subsidiaries of j2 Cloud (as defined in the Indenture agreement dated June 27, 2017, the “Indenture”). If j2 Cloud or any of its restricted subsidiaries acquires or creates a domestic
restricted subsidiary, other than an insignificant subsidiary (as defined in 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 Issuers’ obligations under the 6.0% Senior Notes.
The Issuers may redeem some or all of the 6.0% Senior Notes at any time on or after July 15, 2020 at specified redemption prices plus accrued and unpaid interest, if any, to, but excluding the redemption date. Before July 15, 2020, in connection with certain equity offerings, the Issuers also may redeem up to 35% of the 6.0% Senior Notes at a price equal to 106.000% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding the redemption date. In addition, at any time prior to July 15, 2020, the Issuers may redeem some or all of the 6.0% Senior Notes at a price equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date, plus an applicable “make-whole” premium.
The indenture governing the 6.0% Senior Notes contains certain restrictive and other covenants applicable to j2 Cloud and subsidiaries designated as restricted subsidiaries including, but not limited to, (i) pay dividends or make distributions on j2 Cloud’s capital stock or repurchase j2 Cloud’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 include certain exceptions. Violation of these covenants could result in a default which could result in the acceleration of outstanding amounts if such default is not cured or waived within the time periods outlined in the indenture. Restricted payments, specifically dividend payments, are applicable only if j2 Cloud and subsidiaries designated as restricted subsidiaries has a leverage ratio of greater than 3.0 to 1.0. In addition, if such leverage ratio is in excess of 3.0 to 1.0, restricted payments are permitted up to $75 million. These contractual provisions did not, as of
June 30, 2017
, restrict j2 Cloud’s ability to pay dividends to j2 Global, Inc.
As of
June 30, 2017
, the estimated fair value of the 6.0% Senior Notes was approximately
$650.0 million
and was based on the quoted market prices of debt instruments with similar terms, credit rating and maturities of the 6.0% Senior Notes which are Level 2 inputs (see Note 6 - Fair Value Measurements).
8.0% Senior Notes
On June 27, 2017, j2 Cloud deposited sufficient funds with the trustee under the indenture with respect to its 8.0% senior unsecured notes to fund the redemption of the outstanding aggregate principal amount of those notes, to pay the redemption premium equal to 102% of the principal amount and to pay accrued and unpaid interest on the redemption date of August 1, 2017. As a result, the Company has reclassified
$265 million
, which includes a redemption premium and relevant accrued interest, from cash to restricted cash and classified the long-term debt associated with the 8.0% senior unsecured notes from noncurrent to current on the condensed consolidated balance sheet as of June 30, 2017 (see Note 18 - Subsequent Events).
As of
June 30, 2017
and
December 31, 2016
, the estimated fair value of the 8.0% senior unsecured notes was approximately
$255.0 million
and
$275.4 million
, respectively, and was based on the quoted market prices of debt instruments with similar terms, credit rating and maturities of the notes which are Level 2 inputs (see Note 6 - Fair Value Measurements).
3.25% Convertible Notes
On
June 10, 2014
, j2 Global issued
$402.5 million
aggregate principal amount of
3.25%
convertible senior notes due
June 15, 2029
(the “Convertible Notes”). The Convertible Notes bear interest at a rate of 3.25% per annum, payable
semiannually
in arrears on June 15 and December 15 of each year. Beginning with the six-month interest period commencing on June 15, 2021, the Company must pay contingent interest on the Convertible Notes during any six-month interest period if the trading price per $1,000 principal amount of the Convertible Notes for each of the five trading days immediately preceding the first day of such interest period equals or exceeds $1,300. Any contingent interest payable on the Convertible Notes will be in addition to the regular interest payable on the Convertible Notes.
Holders may surrender their Convertible Notes for conversion at any time prior to the close of business on the business day immediately preceding the maturity date only if one or more of the following conditions is satisfied: (i) during any calendar quarter commencing after the calendar quarter ending on September 30, 2014 (and only during such calendar quarter), if the closing sale price of j2 Global common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the calendar quarter immediately preceding the calendar quarter in which the conversion occurs is more than 130% of the applicable conversion price of the Convertible Notes on each such trading day; (ii) during the five consecutive business day period following any ten consecutive trading day period in which the trading price for the Convertible Notes for each such trading
day was less than 98% of the product of (a) the closing sale price of j2 Global common stock on each such trading day and (b) the applicable conversion rate on each such trading day; (iii) if j2 Global calls any or all of the Convertible Notes for redemption, at any time prior to the close of business on the business day prior to the redemption date; (iv) upon the occurrence of specified corporate events; or (v) during either the period beginning on, and including, March 15, 2021 and ending on, but excluding, June 20, 2021 or the period beginning on, and including, March 15, 2029 and ending on, but excluding, the maturity date. j2 Global will settle conversions of Convertible Notes by paying or delivering, as the case may be, cash, shares of j2 Global common stock or a combination thereof at j2 Global’s election. The Company currently intends to satisfy its conversion obligation by paying and delivering a combination of cash and shares of the Company’s common stock, where cash will be used to settle each $1,000 of principal and the remainder, if any, will be settled via the Company’s common stock.
As of
June 30, 2017
, the conversion rate is
14.5422
shares of j2 Global common stock for each $1,000 principal amount of Convertible Notes, which represents a conversion price of approximately
$68.77
per share of j2 Global common stock. The conversion rate is subject to adjustment for certain events as set forth in the indenture governing the Convertible Notes, but will not be adjusted for accrued interest. In addition, following certain corporate events that occur on or prior to June 20, 2021, j2 Global will increase the conversion rate for a holder that elects to convert its Convertible Notes in connection with such a corporate event.
j2 Global may not redeem the Convertible Notes prior to June 20, 2021. On or after June 20, 2021, j2 Global may redeem for cash all or part of the Convertible Notes at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Convertible Notes.
Holders have the right to require j2 Global to repurchase for cash all or part of their Convertible Notes on each of June 15, 2021 and June 15, 2024 at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the relevant repurchase date. In addition, if a fundamental change, as defined in the indenture governing the Convertible Notes, occurs prior to the maturity date, holders may require j2 Global to repurchase for cash all or part of their Convertible Notes at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
The Convertible Notes are the Company’s general senior unsecured obligations and rank: (i) senior in right of payment to any of the Company’s future indebtedness that is expressly subordinated in right of payment to the Convertible Notes; (ii) equal in right of payment to the Company’s existing and future unsecured indebtedness that is not so subordinated; (iii) effectively junior in right of payment 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 (including trade payables) incurred by the Company’s subsidiaries.
Accounting for the Convertible Notes
In accordance with ASC 470-20,
Debt with Conversion and Other Options,
convertible debt that can be settled for cash is required to be separated into the liability and equity component at issuance, with each component assigned a value. The value assigned to the liability component is the estimated fair value, as of the issuance date, of similar debt without the conversion feature. The difference between the cash proceeds and estimated fair value of the liability component, representing the value of the conversion premium assigned to the equity component, is recorded as a debt discount on the issuance date. This debt discount is amortized to interest expense using the effective interest method over the period from the issuance date through the first stated repurchase date on June 15, 2021.
j2 Global estimated the borrowing rates of similar debt without the conversion feature at origination to be 5.79% for the Convertible Notes and determined the debt discount to be
$59.0 million
. As a result, a conversion premium after tax of
$37.7 million
was recorded in additional paid-in capital. The aggregate debt discount is amortized as interest expense over the period from the issuance date through the first stated repurchase date on June 15, 2021, which management believes is the expected life of the Convertible Notes using an interest rate of
5.81%
. As of
June 30, 2017
, the remaining period over which the unamortized debt discount will be amortized is
4.0 years
.
The Convertible Notes are carried at face value less any unamortized debt discount and debt issuance costs. The fair value of the Convertible Notes at each balance sheet date is determined based on recent quoted market prices or dealer quotes for the Convertible Notes, which are Level 1 inputs (see Note 6 - Fair Value Measurements). If such information is not available, the fair value is determined using cash-flow models of the scheduled payments discounted at market interest rates for comparable debt without the conversion feature. As of
June 30, 2017
and
December 31, 2016
, the estimated fair value of the Convertible Notes was approximately
$552.2 million
and
$516.8 million
, respectively.
Long-term debt as of
June 30, 2017
and
December 31, 2016
consists of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2017
|
|
December 31, 2016
|
|
Senior Notes:
|
|
|
|
|
6.0% Senior Notes
|
$
|
638,634
|
|
|
$
|
—
|
|
|
8.0% Senior Notes
|
246,652
|
|
|
247,359
|
|
|
3.25% Convertible Notes
|
366,168
|
|
|
362,144
|
|
|
Less: Deferred issuance costs
|
(8,425
|
)
|
|
(7,757
|
)
|
|
Total debt
|
1,243,029
|
|
|
601,746
|
|
|
Less: current portion
|
246,652
|
|
|
—
|
|
|
Total long-term debt, less current portion
|
$
|
996,377
|
|
|
$
|
601,746
|
|
9.
Commitments and Contingencies
Litigation
From time-to-time, j2 Global and its affiliates are involved in litigation and other legal disputes or regulatory inquiries that arise in the ordinary course of business. Any claims or regulatory actions against j2 Global and its affiliates, whether meritorious or not, could be time consuming and costly, and could divert significant operational resources. The outcomes of such matters are subject to inherent uncertainties, carrying the potential for unfavorable rulings that could include monetary damages and injunctive relief.
On February 17, 2011, Emmanuel Pantelakis (“Pantelakis”) filed suit against a j2 Global affiliate in the Ontario Superior Court of Justice (No. 11-50673), alleging that the j2 Global affiliate breached a contract relating to Pantelakis’s use of the Campaigner
®
service. The j2 Global affiliate filed a responsive pleading on March 23, 2011 and responses to undertakings on July 16, 2012. On November 6, 2012, Pantelakis filed a second amended statement of claim, reframing his lawsuit as a negligence action. The j2 Global affiliate filed an amended statement of defense on April 8, 2013. Discovery is ongoing.
On January 17, 2013, the Commissioner of the Massachusetts Department of Revenue (“Commissioner”) issued a notice of assessment to a j2 Global affiliate for sales and use tax for the period of July 1, 2003 through December 31, 2011. On July 22, 2014, the Commissioner denied the j2 Global affiliate’s application for abatement. On September 18, 2014, the j2 Global affiliate petitioned the Massachusetts Appellate Tax Board for abatement of the tax asserted in the notice of assessment (No. C325426). A trial was held on December 16, 2015. On May 18, 2017, the Appellate Board decided in favor of the Commonwealth of Massachusetts. The j2 Global affiliate has requested the findings of fact and conclusions of law from the Appellate Board.
On October 16, 2013, a j2 Global affiliate entered an appearance as a plaintiff in a multi-district litigation pending in the Northern District of Illinois (No. 1:12-cv-06286). In this litigation, Unified Messaging Solutions, LLC (“UMS”), a company with rights to assert certain patents owned by the j2 Global affiliate, has asserted five j2 Global patents against a number of defendants. While claims against some defendants have been settled, other defendants have filed counterclaims for, among other things, non-infringement, unenforceability, and invalidity of the patents-in-suit. On December 20, 2013, the Northern District of Illinois issued a claim construction opinion and, on June 13, 2014, entered a final judgment of non-infringement for the remaining defendants based on that claim construction. UMS and the j2 Global affiliate filed a notice of appeal to the Federal Circuit on June 27, 2014 (No. 14-1611). The appeal is pending.
On January 21, 2016, Davis Neurology, P.A. filed a putative class action against two j2 Global affiliates in the Circuit Court for the County of Pope, State of Arkansas (58-cv-2016-40), alleging violations of the TCPA. The case was ultimately removed to the U.S. District Court for the Eastern District of Arkansas (the “Eastern District of Arkansas”) (No. 4:16-cv-00682). On June 6, 2016, the j2 Global affiliates filed a motion for judgment on the pleadings. On March 20, 2017, the Eastern District of Arkansas dismissed all claims against the j2 Global affiliates. On April 17, 2017, Davis Neurology filed a noticed of appeal to the Federal Circuit (No. 17-1820).
j2 Global does not believe, based on current knowledge, that the foregoing legal proceedings or claims, after giving effect to existing reserves, are likely to have a material adverse effect on the Company’s consolidated financial position, results of
operations, or cash flows. However, depending on the amount and timing, an unfavorable resolution of some or all of these matters could have a material effect on j2 Global’s consolidated financial position, results of operations, or cash flows in a particular period.
The Company has not accrued for any material loss contingencies relating to these legal proceedings because materially unfavorable outcomes are not considered probable by management.
Credit Agreement
On June 27, 2017, the Company paid off the entire line of credit of
$225.0 million
, in addition to interest and miscellaneous fees of
$0.5 million
.
Non-Income Related Taxes
As a provider of cloud services for business, the Company does not provide telecommunications services. Thus, it believes that its business and its users (by using the Company’s services) are generally not subject to various telecommunication taxes. Moreover, the Company generally does not believe that its business and its users (by using the Company’s services) are subject to other indirect taxes, such as sales, business tax and gross receipt tax. However, several state and municipal taxing authorities have challenged these beliefs and have and may continue to audit and assess the Company’s business and operations with respect to telecommunications and other indirect taxes.
On February 24, 2016, President Obama signed into law H.R. 644, the “Trade Facilitation and Trade Enforcement Act of 2015”, which included a provision to permanently ban state and local authorities from imposing access or discriminatory taxes on the Internet. The new law allows “grandfathered” states and local authorities to continue their existing taxes on Internet access through June 2020.
The Company is currently under audit for indirect taxes in several states and municipalities including New York State, Massachusetts, Ohio, and the City of Los Angeles. On March 3, 2017, the New York State Department of Taxation and Finance issued a notice of assessment to a j2 Global affiliate for sales and use tax for the period of March 1, 2009 through February 28, 2014. We have reserved for potential adjustments to our accrual of indirect taxes that may result from examinations by or any negotiated agreements with these tax authorities and we believe that the final outcome of these examinations or agreements will not have a material effect on our results of operations. If events occur which indicate payment of these amounts is unnecessary, the reversal of the liabilities would result in the recognition of benefits in the period we determine the liabilities are no longer necessary. If our estimated indirect tax liabilities are less than the ultimate assessment, it would result in a further charge to expense.
10.
Income Taxes
The Company’s tax provision for interim periods is determined using an estimate of the Company’s annual effective tax rate. Each quarter the Company updates its estimated annual effective tax rate and, if the estimate changes, makes a cumulative adjustment. j2 Global’s annual effective tax rate is normally lower than the
35%
U.S. federal statutory rate and applicable apportioned state tax rates primarily due to anticipated earnings of the Company’s subsidiaries outside of the U.S. in jurisdictions where the Company’s effective tax rate is lower than in the U.S. The Company’s effective tax rate was
22.8%
and
30.9%
for the
three
months ended
June 30, 2017
and
2016
, respectively and
24.6%
and
30.6%
for the
six
months ended
June 30, 2017
and
2016
, respectively. j2 Global does not provide for U.S. income taxes on the undistributed earnings of the Company’s foreign operations because the Company intends to permanently reinvest such earnings in foreign jurisdictions and any determination of the amount of unrecognized deferred tax liability related to these earnings is not practicable. Income before income taxes included income from domestic operations of
$9.2 million
and
$40.3 million
for the
six
months ended
June 30, 2017
and
2016
, respectively, and income from foreign operations of
$66.7 million
and
$51.5 million
for the
six
months ended
June 30, 2017
and
2016
, respectively.
As of
June 30, 2017
and
December 31, 2016
, the Company had
$47.0 million
and
$46.5 million
, respectively, in liabilities for uncertain income tax positions. Accrued interest and penalties related to unrecognized tax benefits are recognized in income tax expense on the Company’s consolidated statement of income.
Cash paid for income taxes net of refunds received was
$26.5 million
and
$25.0 million
for the
six
months ended
June 30, 2017
and
2016
, respectively.
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
zero
at
June 30, 2017
and
December 31, 2016
, respectively.
Income Tax Audits
:
The Company is under income tax audit by the U.S. Internal Revenue Service (“IRS”) for its 2012 through 2014 tax years. Additionally, the Company was notified on March 22, 2017 that the IRS will be auditing Everyday Health’s 2014 tax year.
j
2 Global is under income tax audit by the California Franchise Tax Board (the “FTB”) for its tax years 2012 and 2013. The FTB, however, has agreed to suspend its audit for 2012 and 2013 pending the outcome of the IRS audit for such tax years.
The Company is under income tax audit by the New York State Department of Taxation and Finance (“NYS”) for tax years 2011 through 2013. On March 16, 2017, the Company was notified that NYS would be auditing its 2014 tax year.
It is reasonably possible that these audits may conclude in the next 12 months and that the uncertain tax positions the Company has recorded in relation to these tax years may change compared to the liabilities recorded for these periods. If the recorded uncertain tax positions are inadequate to cover the associated tax liabilities, the Company would be required to record additional tax expense in the relevant period, which could be material. If the recorded uncertain tax positions are adequate to cover the associated tax liabilities, the Company would be required to record any excess as a reduction in tax expense in the relevant period, which could be material. However, it is not currently possible to estimate the amount, if any, of such change.
11.
Stockholders’ Equity
Common Stock Repurchase Program
In February 2012, the Company’s Board of Directors approved a program authorizing the repurchase of up to
five million
shares of our common stock through February 20, 2013 (the “2012 Program”) which was subsequently extended through February 19, 2018. In July 2016, the Company acquired and subsequently retired 935,231 shares of j2 Global common stock in connection with the acquisition of Integrated Global Concepts, Inc. As a result of the purchase of j2 Global common stock, the Company’s Board of Directors approved a reduction in the number of shares available for purchase under the 2012 Program by the same amount leaving 1,938,689 shares of j2 Global common stock available for purchase under this program. During the
six
month period ended
June 30, 2017
, we repurchased
zero
shares under this program. Cumulatively at
June 30, 2017
,
2.1 million
shares were repurchased at an aggregate cost of
$58.6 million
(including an immaterial amount of commission fees).
Periodically, participants in j2 Global’s stock plans surrender to the Company shares of j2 Global stock to pay the exercise price or to satisfy tax withholding obligations arising upon the exercise of stock options or the vesting of restricted stock. During the three month period ended
June 30, 2017
, the Company purchased
72,673
shares from plan participants for this purpose.
Dividends
The following is a summary of each dividend declared during fiscal year 2017 and
2016
:
|
|
|
|
|
|
|
|
|
|
|
|
|
Declaration Date
|
|
Dividend per Common Share
|
|
Record Date
|
|
Payment Date
|
|
February 10, 2016
|
|
$
|
0.3250
|
|
|
February 23, 2016
|
|
March 10, 2016
|
|
May 5, 2016
|
|
$
|
0.3350
|
|
|
May 18, 2016
|
|
June 2, 2016
|
|
August 2, 2016
|
|
$
|
0.3450
|
|
|
August 17, 2016
|
|
September 1, 2016
|
|
November 1, 2016
|
|
$
|
0.3550
|
|
|
November 18, 2016
|
|
December 5, 2016
|
|
February 9, 2017
|
|
$
|
0.3650
|
|
|
February 22, 2017
|
|
March 9, 2017
|
|
May 4, 2017
|
|
$
|
0.3750
|
|
|
May 19, 2017
|
|
June 2, 2017
|
Future dividends are subject to Board approval.
12.
Stock Options and Employee Stock Purchase Plan
j2 Global’s share-based compensation plans include the 2007 Stock Plan (the “2007 Plan”), 2015 Stock Option Plan (the “2015 Plan”) and 2001 Employee Stock Purchase Plan (the “Purchase Plan”). Each plan is described below.
The 2007 Plan provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units and other share-based awards.
4,500,000
shares of j2 Global common stock are authorized to be used for 2007 Plan purposes. Options under the 2007 Plan may be granted at exercise prices determined by the Board of Directors, provided that the exercise prices shall not be less than the fair market value of j2 Global’s common stock on the date of grant for incentive stock options and not less than
85%
of the fair market value of j2 Global’s common stock on the date of
grant for non-statutory stock options. As of
June 30, 2017
,
315,675
shares underlying options and
14,140
shares of restricted units were outstanding under the 2007 Plan.
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 and is intended as a successor plan to the 2007 Stock Plan since no further grants will be made under the 2007 Stock Plan.
4,200,000
shares of j2 Global common stock are authorized to be used for 2015 Plan purposes. Options under the 2015 Plan may be granted at exercise prices determined by the Board of Directors, provided that the exercise prices shall not be less than the higher of the par value or
100%
of the fair market value of j2 Global’s common stock subject to the option on the date the option is granted. As of
June 30, 2017
,
62,000
shares underlying options and
28,700
shares of restricted stock units were outstanding under the 2015 Plan.
All stock option grants are approved by “outside directors” within the meaning of Internal Revenue Code Section 162(m).
Stock Options
The following table represents stock option activity for the
six
months ended
June 30, 2017
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-Average
Remaining
Contractual
Term (in years)
|
|
Aggregate
Intrinsic
Value
|
|
Outstanding at January 1, 2017
|
413,858
|
|
|
$
|
31.09
|
|
|
|
|
|
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|
Exercised
|
(36,183
|
)
|
|
29.05
|
|
|
|
|
|
|
Canceled
|
—
|
|
|
—
|
|
|
|
|
|
|
Outstanding at June 30, 2017
|
377,675
|
|
|
$
|
31.28
|
|
|
3.6
|
|
$
|
20,322,158
|
|
|
Exercisable at June 30, 2017
|
338,475
|
|
|
$
|
27.33
|
|
|
3.1
|
|
$
|
19,549,090
|
|
|
Vested and expected to vest at June 30, 2017
|
368,546
|
|
|
$
|
30.39
|
|
|
3.5
|
|
$
|
20,158,778
|
|
The total intrinsic values of options exercised during the
six
months ended
June 30, 2017
and
2016
were
$2.0 million
and
$2.5 million
, respectively.
The Company recognized
$50,000
and
$0.1 million
of compensation expense related to stock options for the three months ended
June 30, 2017
and 2016, respectively, and
$0.1 million
and
$0.2 million
for the six months ended
June 30, 2017
and 2016, respectively. As of
June 30, 2017
and
December 31, 2016
, unrecognized stock compensation related to non-vested stock options granted under each of the share-based compensation plans approximated
$0.5 million
and
$0.7 million
, respectively. Unrecognized stock compensation expense related to non-vested stock options granted under these plans is expected to be recognized ratably over a weighted-average period of
2.7
years (i.e., the remaining requisite service period).
Fair Value Disclosure
j2 Global uses the Black-Scholes option pricing model to calculate the fair value of each option grant. The expected volatility is based on historical volatility of the Company’s common stock. The Company estimates the expected term based upon the historical exercise behavior of our employees. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a term equal to the expected term of the option assumed at the date of grant. The Company uses an annualized dividend yield based upon the per share dividends declared by its Board of Directors. Estimated forfeiture rates were
14.43%
and
12.33%
as of
June 30, 2017
and
2016
, respectively.
Restricted Stock and Restricted Stock Units
j2 Global has awarded restricted stock and restricted stock units to its Board of Directors and senior staff pursuant to certain share-based compensation plans. Compensation expense resulting from restricted stock and restricted unit grants is measured at fair value on the date of grant and is recognized as share-based compensation expense over the applicable vesting period. Beginning in fiscal year 2012, vesting periods are approximately one year for awards to members of the Company’s Board of Directors and five years for senior staff (excluding market-based awards discussed below).
Restricted Stock - Awards with Market Conditions
In May 2017, certain key employees were granted market-based restricted stock awards. 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 lookback (trading days). Stock-based compensation expense related to an award with a market condition will be recognized over the requisite service period using the graded-vesting method regardless of whether the market condition is satisfied, provided that the requisite service period has been completed. During the six months ended
June 30, 2017
and 2016, the Company awarded
85,825
and
106,780
market-based restricted stock awards, respectively. The per share weighted average grant-date fair values of the market-based restricted stock awards granted during the six months ended June 30, 2017 were
$72.20
.
The weighted-average fair values of market-based restricted stock awards granted have been estimated utilizing the following assumptions:
|
|
|
|
|
|
|
|
|
June 30, 2017
|
|
Underlying stock price at valuation date
|
$
|
91.17
|
|
|
Expected volatility
|
29.0
|
%
|
|
Risk-free interest rate
|
2.17
|
%
|
Restricted stock award activity for the
six
months ended
June 30, 2017
is set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Weighted-Average
Grant-Date
Fair Value
|
|
Nonvested at January 1, 2017
|
705,015
|
|
|
$
|
41.40
|
|
|
Granted
|
219,220
|
|
|
54.40
|
|
|
Vested
|
(176,341
|
)
|
|
45.17
|
|
|
Canceled
|
(1,850
|
)
|
|
87.68
|
|
|
Nonvested at June 30, 2017
|
746,044
|
|
|
$
|
44.22
|
|
Restricted stock unit award activity for the
six
months ended
June 30, 2017
is set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Shares
|
|
Weighted-Average
Remaining
Contractual
Term (in years)
|
|
Aggregate
Intrinsic
Value
|
|
Outstanding at January 1, 2017
|
51,950
|
|
|
|
|
|
|
Granted
|
7,100
|
|
|
|
|
|
|
Vested
|
(9,530
|
)
|
|
|
|
|
|
Canceled
|
(6,680
|
)
|
|
|
|
|
|
Outstanding at June 30, 2017
|
42,840
|
|
|
1.9
|
|
$
|
3,645,256
|
|
|
Vested and expected to vest at June 30, 2017
|
32,409
|
|
|
1.7
|
|
$
|
2,757,659
|
|
The Company recognized
$5.5 million
and
$3.2 million
of compensation expense related to restricted stock and restricted stock units for the three months ended
June 30, 2017
and 2016, respectively, and
$9.1 million
and
$6.0 million
for the six months ended
June 30, 2017
and 2016, respectively. As of
June 30, 2017
and
December 31, 2016
, the Company had unrecognized share-based compensation cost of approximately
$45.8 million
and
$37.9 million
, respectively, associated with these awards. This cost is expected to be recognized over a weighted-average period of
3.7
years for awards and
3.4
years for units.
Employee Stock Purchase Plan
The Purchase Plan provides for the issuance of a maximum of two million shares of the Company’s common stock. Under the Purchase Plan, eligible employees can have up to
15%
of their earnings withheld, up to certain maximums, to be used to purchase shares of j2 Global common stock at certain plan-defined dates. The price of the j2 Global common stock purchased under the Purchase Plan for the offering periods is equal to
95%
of the fair market value of the j2 Global common stock at the end of the offering period. For the
six
months ended
June 30, 2017
and
2016
,
1,606
and
1,920
shares were purchased under the plan, respectively. Cash received upon the issuance of j2 Global common stock under the Purchase Plan was
$133,000
and
$123,000
for the
six
months ended
June 30, 2017
and
2016
, respectively. As of
June 30, 2017
,
1,624,920
shares were available under the Purchase Plan for future issuance.
13.
Earnings Per Share
The components of basic and diluted earnings per share are as follows (in thousands, except share and per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
Numerator for basic and diluted net income per common share:
|
|
|
|
|
|
|
|
|
Net income attributable to j2 Global, Inc. common shareholders
|
$
|
31,376
|
|
|
$
|
33,770
|
|
|
$
|
57,196
|
|
|
$
|
63,713
|
|
|
Net income available to participating securities
(a)
|
(401
|
)
|
|
(494
|
)
|
|
(708
|
)
|
|
(905
|
)
|
|
Net income available to j2 Global, Inc. common shareholders
|
$
|
30,975
|
|
|
$
|
33,276
|
|
|
$
|
56,488
|
|
|
$
|
62,808
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
Weighted-average outstanding shares of common stock
|
47,547,118
|
|
|
48,055,783
|
|
|
47,505,406
|
|
|
48,011,250
|
|
|
Dilutive effect of:
|
|
|
|
|
|
|
|
|
Equity incentive plans
|
235,814
|
|
|
209,515
|
|
|
239,367
|
|
|
221,095
|
|
|
Convertible debt
(b)
|
1,165,383
|
|
|
—
|
|
|
1,112,632
|
|
|
19,353
|
|
|
Common stock and common stock equivalents
|
48,948,315
|
|
|
48,265,298
|
|
|
48,857,405
|
|
|
48,251,698
|
|
|
Net income per share:
|
|
|
|
|
|
|
|
|
Basic
|
$
|
0.65
|
|
|
$
|
0.69
|
|
|
$
|
1.19
|
|
|
$
|
1.31
|
|
|
Diluted
|
$
|
0.63
|
|
|
$
|
0.69
|
|
|
$
|
1.16
|
|
|
$
|
1.30
|
|
|
|
|
|
(a)
|
Represents unvested share-based payment awards that contain certain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid).
|
|
|
|
|
(b)
|
Represents the incremental shares issuable upon conversion of the Convertible Notes due June 15, 2029 by applying the treasury stock method when the average stock price exceeds the conversion price of the Convertible Notes (see Note 8 - Long Term Debt).
|
For the
three
months ended
June 30, 2017
and
2016
, there were
zero
and
62,000
options outstanding, respectively, which were excluded from the computation of diluted earnings per share because the exercise prices were greater than the average market price of the common stock. For the
six
months ended
June 30, 2017
and
2016
, there were
zero
and
62,000
options outstanding, respectively, which were excluded from the computation of diluted earnings per share because the exercise prices were greater than the average market price of the common stock.
14.
Segment Information
The Company’s business segments are based on the organization structure used by management for making operating and investment decisions and for assessing performance. j2 Global’s reportable business segments are: (i) Business Cloud Services and (ii) Digital Media.
Information on reportable segments and reconciliation to consolidated income from operations is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
Revenues by segment:
|
|
|
|
|
|
|
|
|
Business Cloud Services
|
$
|
144,709
|
|
|
$
|
142,460
|
|
|
$
|
286,254
|
|
|
$
|
280,599
|
|
|
Digital Media
|
128,474
|
|
|
69,385
|
|
|
241,605
|
|
|
131,794
|
|
|
Elimination of inter-segment revenues
|
(9
|
)
|
|
(45
|
)
|
|
(16
|
)
|
|
(91
|
)
|
|
Total revenues
|
273,174
|
|
|
211,800
|
|
|
527,843
|
|
|
412,302
|
|
|
|
|
|
|
|
|
|
|
|
Direct costs by segment
(1)
:
|
|
|
|
|
|
|
|
|
Business Cloud Services
|
86,610
|
|
|
89,987
|
|
|
171,854
|
|
|
177,849
|
|
|
Digital Media
|
118,335
|
|
|
57,835
|
|
|
234,968
|
|
|
112,511
|
|
|
Direct costs by segment
(1)
:
|
204,945
|
|
|
147,822
|
|
|
406,822
|
|
|
290,360
|
|
|
|
|
|
|
|
|
|
|
|
Business Cloud Services operating income
(2)
|
58,099
|
|
|
52,473
|
|
|
114,400
|
|
|
102,750
|
|
|
Digital Media operating income
|
10,139
|
|
|
11,550
|
|
|
6,637
|
|
|
19,283
|
|
|
Segment operating income
|
68,238
|
|
|
64,023
|
|
|
121,037
|
|
|
122,033
|
|
|
|
|
|
|
|
|
|
|
|
Global operating costs
(2)
|
9,678
|
|
|
5,078
|
|
|
14,502
|
|
|
9,750
|
|
|
Income from operations
|
$
|
58,560
|
|
|
$
|
58,945
|
|
|
$
|
106,535
|
|
|
$
|
112,283
|
|
|
|
|
|
|
|
|
|
|
|
(1)
Direct costs for each segment include cost of revenues 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.
|
|
(2)
Global operating costs include general and administrative and other corporate expenses that are managed on a global basis and that are not directly attributable to any particular segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2017
|
|
December 31, 2016
|
|
|
Assets:
|
|
|
|
|
|
Business Cloud Services
|
$
|
1,421,170
|
|
|
$
|
911,327
|
|
|
|
Digital Media
(1)
|
1,101,684
|
|
|
1,124,535
|
|
|
|
Total assets from reportable segments
|
2,522,854
|
|
|
2,035,862
|
|
|
|
Corporate
|
4,807
|
|
|
26,466
|
|
|
|
Total assets
|
$
|
2,527,661
|
|
|
$
|
2,062,328
|
|
|
|
(1)
Assets of $35.5 million classified as held for sale were included within Digital Media at June 30, 2017.
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
|
2017
|
|
2016
|
|
|
Capital expenditures:
|
|
|
|
|
|
Business Cloud Services
|
$
|
2,804
|
|
|
$
|
2,087
|
|
|
|
Digital Media
|
16,141
|
|
|
7,099
|
|
|
|
Total from reportable segments
|
18,945
|
|
|
9,186
|
|
|
|
Corporate
|
—
|
|
|
—
|
|
|
|
Total capital expenditures
|
$
|
18,945
|
|
|
$
|
9,186
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
Depreciation and amortization:
|
|
|
|
|
|
|
|
|
Business Cloud Services
|
$
|
17,189
|
|
|
$
|
21,251
|
|
|
$
|
33,953
|
|
|
$
|
38,752
|
|
|
Digital Media
|
22,714
|
|
|
9,808
|
|
|
45,272
|
|
|
19,481
|
|
|
Total from reportable segments
|
39,903
|
|
|
31,059
|
|
|
79,225
|
|
|
58,233
|
|
|
Corporate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total depreciation and amortization
|
$
|
39,903
|
|
|
$
|
31,059
|
|
|
$
|
79,225
|
|
|
$
|
58,233
|
|
The Company’s Business Cloud Services segment consists of several services which have similar economic characteristics, including the nature of the services and their production processes, the type of customers, as well as the methods used to distribute these services.
j2 Global groups its Business Cloud services into three main categories based on the similarities of these services: Cloud Connect, Cloud Services and Intellectual Property. Cloud Connect consists of our Fax and Voice services. Cloud Services consist of Backup, Email Security, Email Marketing and Web Hosting.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2017
|
|
Six Months Ended June 30, 2017
|
|
|
Revenue
|
|
Depreciation and Amortization
|
|
Operating Income
|
|
Revenue
|
|
Depreciation and Amortization
|
|
Operating Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cloud Connect
(Fax/Voice)
|
$
|
95,667
|
|
|
$
|
6,081
|
|
|
$
|
44,942
|
|
|
$
|
189,300
|
|
|
$
|
11,963
|
|
|
$
|
89,381
|
|
|
Cloud Services
|
47,763
|
|
|
9,847
|
|
|
13,375
|
|
|
94,476
|
|
|
19,382
|
|
|
25,791
|
|
|
Intellectual Property
|
1,279
|
|
|
1,261
|
|
|
(218
|
)
|
|
2,478
|
|
|
2,608
|
|
|
(772
|
)
|
|
Total
|
$
|
144,709
|
|
|
$
|
17,189
|
|
|
$
|
58,099
|
|
|
$
|
286,254
|
|
|
$
|
33,953
|
|
|
$
|
114,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2016
|
|
Six Months Ended June 30, 2016
|
|
|
Revenue
|
|
Depreciation and Amortization
|
|
Operating Income
|
|
Revenue
|
|
Depreciation and Amortization
|
|
Operating Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cloud Connect
(Fax/Voice)
|
$
|
92,858
|
|
|
$
|
7,575
|
|
|
$
|
42,574
|
|
|
$
|
183,102
|
|
|
$
|
13,145
|
|
|
$
|
83,094
|
|
|
Cloud Services
|
48,509
|
|
|
12,184
|
|
|
10,650
|
|
|
95,228
|
|
|
22,501
|
|
|
21,624
|
|
|
Intellectual Property
|
1,093
|
|
|
1,492
|
|
|
(751
|
)
|
|
2,269
|
|
|
3,106
|
|
|
(1,968
|
)
|
|
Total
|
$
|
142,460
|
|
|
$
|
21,251
|
|
|
$
|
52,473
|
|
|
$
|
280,599
|
|
|
$
|
38,752
|
|
|
$
|
102,750
|
|
j2 Global maintains operations in the U.S., Canada, Ireland, Japan and other countries. Geographic information about the U.S. and all other countries for the reporting periods is presented below. Such information attributes revenues based on jurisdictions where revenues are reported (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
Revenues:
|
|
|
|
|
|
|
|
|
United States
|
$
|
202,493
|
|
|
$
|
144,475
|
|
|
$
|
388,255
|
|
|
$
|
282,113
|
|
|
Canada
|
19,351
|
|
|
18,900
|
|
|
38,752
|
|
|
37,266
|
|
|
Ireland
|
18,479
|
|
|
18,595
|
|
|
36,380
|
|
|
36,449
|
|
|
All other countries
|
32,851
|
|
|
29,830
|
|
|
64,456
|
|
|
56,474
|
|
|
|
$
|
273,174
|
|
|
$
|
211,800
|
|
|
$
|
527,843
|
|
|
$
|
412,302
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
2017
|
|
December 31,
2016
|
|
Long-lived assets:
|
|
|
|
|
United States
|
$
|
425,118
|
|
|
$
|
453,053
|
|
|
All other countries
|
93,207
|
|
|
93,430
|
|
|
Total
|
$
|
518,325
|
|
|
$
|
546,483
|
|
15.
Unrestricted Subsidiaries (unaudited)
Reorganization
On August 12, 2016, all of the equity interests in Ziff Davis, LLC, a Delaware limited liability company, and all of the equity interests in Advanced Messaging Technologies, Inc., a Delaware corporation, held by j2 Cloud Services, LLC, a Delaware limited liability company, were distributed to j2 Global, the parent company of j2 Cloud Services, LLC.
Until the reorganization noted above, the Company’s Board of Directors had designated the following entities as “Unrestricted Subsidiaries” under the indenture governing j2 Cloud Services’ 8.0% senior unsecured notes, which were redeemed in full in August 2017 (see Note 8 - Long-Term Debt):
Ziff Davis, LLC and subsidiaries
Advanced Messaging Technologies, Inc. and subsidiaries
The financial position and results of operations of these Unrestricted Subsidiaries are included in the Company’s condensed consolidated financial statements.
As required by the indenture governing j2 Cloud Services’ 8.0% senior unsecured notes, information sufficient to ascertain the financial condition and results of operations excluding the Unrestricted Subsidiaries must be presented for any period in which j2 Cloud Services had Unrestricted Subsidiaries. Accordingly, the Company is presenting the following tables.
The financial position of the Unrestricted Subsidiaries as of
June 30, 2017
and
December 31, 2016
is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2017
|
|
December 31, 2016
|
|
ASSETS
|
|
|
|
|
Cash and cash equivalents
|
$
|
40,247
|
|
|
$
|
17,931
|
|
|
Accounts receivable
|
137,622
|
|
|
158,730
|
|
|
Prepaid expenses and other current assets
|
15,060
|
|
|
13,494
|
|
|
Current assets held for sale
|
5,770
|
|
|
—
|
|
|
Total current assets
|
198,699
|
|
|
190,155
|
|
|
Property and equipment, net
|
45,106
|
|
|
38,752
|
|
|
Trade names, net
|
64,925
|
|
|
69,093
|
|
|
Patent and patent licenses, net
|
11,350
|
|
|
13,303
|
|
|
Customer relationships, net
|
76,793
|
|
|
95,855
|
|
|
Goodwill
|
547,297
|
|
|
563,658
|
|
|
Other purchased intangibles, net
|
139,201
|
|
|
163,023
|
|
|
Deferred income taxes, non-current
|
47
|
|
|
482
|
|
|
Other assets
|
5,657
|
|
|
5,541
|
|
|
Non-current assets held for sale
|
29,720
|
|
|
—
|
|
|
Total assets
|
$
|
1,118,795
|
|
|
$
|
1,139,862
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
Accounts payable and accrued expenses
|
$
|
127,493
|
|
|
$
|
163,130
|
|
|
Income taxes payable
|
—
|
|
|
4,353
|
|
|
Deferred revenue, current
|
19,665
|
|
|
13,773
|
|
|
Current liabilities held for sale
|
523
|
|
|
—
|
|
|
Total current liabilities
|
147,681
|
|
|
181,256
|
|
|
Long-term debt
|
642,665
|
|
|
602,662
|
|
|
Liability for uncertain tax positions
|
1,001
|
|
|
—
|
|
|
Deferred income taxes, non-current
|
6,196
|
|
|
11,816
|
|
|
Other long-term liabilities
|
1,747
|
|
|
1,454
|
|
|
Non-current liabilities held for sale
|
5,103
|
|
|
—
|
|
|
Total liabilities
|
804,393
|
|
|
797,188
|
|
|
Additional paid-in capital
|
314,806
|
|
|
318,160
|
|
|
Retained earnings
|
1,521
|
|
|
27,004
|
|
|
Accumulated other comprehensive loss
|
(1,925
|
)
|
|
(2,490
|
)
|
|
Total stockholders’ equity
|
314,402
|
|
|
342,674
|
|
|
Total liabilities and stockholders’ equity
|
$
|
1,118,795
|
|
|
$
|
1,139,862
|
|
The results of operations of the Unrestricted Subsidiaries for the
three
and
six
months ended
June 30, 2017
and 2016 is as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
Revenues
|
$
|
128,474
|
|
|
$
|
69,385
|
|
|
$
|
241,606
|
|
|
$
|
131,842
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
13,231
|
|
|
5,560
|
|
|
24,943
|
|
|
10,871
|
|
|
Gross profit
|
115,243
|
|
|
63,825
|
|
|
216,663
|
|
|
120,971
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
Sales and marketing
|
58,532
|
|
|
27,244
|
|
|
113,858
|
|
|
53,705
|
|
|
Research, development and engineering
|
5,759
|
|
|
3,169
|
|
|
11,258
|
|
|
5,652
|
|
|
General and administrative
|
42,311
|
|
|
23,706
|
|
|
88,158
|
|
|
46,524
|
|
|
Total operating expenses
|
106,602
|
|
|
54,119
|
|
|
213,274
|
|
|
105,881
|
|
|
Income from operations
|
8,641
|
|
|
9,706
|
|
|
3,389
|
|
|
15,090
|
|
|
Interest expense, net
|
14,420
|
|
|
4,486
|
|
|
28,031
|
|
|
8,613
|
|
|
Other expense, net
|
744
|
|
|
315
|
|
|
120
|
|
|
487
|
|
|
Income (loss) before income taxes
|
(6,523
|
)
|
|
4,905
|
|
|
(24,762
|
)
|
|
5,990
|
|
|
Income tax expense
|
774
|
|
|
1,691
|
|
|
1,857
|
|
|
2,271
|
|
|
Net income (loss)
|
$
|
(7,297
|
)
|
|
$
|
3,214
|
|
|
$
|
(26,619
|
)
|
|
$
|
3,719
|
|
16.
Accumulated Other Comprehensive Income
The following table summarizes the changes in accumulated balances of other comprehensive income, net of tax, for the
three
months ended
June 30, 2017
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized Gains (Losses) on Investments
|
|
Foreign Currency Translation
|
|
Total
|
|
Beginning balance
|
$
|
—
|
|
|
$
|
(51,067
|
)
|
|
$
|
(51,067
|
)
|
|
Other comprehensive income before reclassifications
|
—
|
|
|
12,331
|
|
|
12,331
|
|
|
Net current period other comprehensive income
|
—
|
|
|
12,331
|
|
|
12,331
|
|
|
Ending balance
|
$
|
—
|
|
|
$
|
(38,736
|
)
|
|
$
|
(38,736
|
)
|
The following table summarizes the changes in accumulated balances of other comprehensive income, net of tax, for the
six
months ended
June 30, 2017
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized Gains (Losses) on Investments
|
|
Foreign Currency Translation
|
|
Total
|
|
Beginning balance
|
$
|
—
|
|
|
$
|
(54,649
|
)
|
|
$
|
(54,649
|
)
|
|
Other comprehensive income before reclassifications
|
—
|
|
|
15,913
|
|
|
15,913
|
|
|
Net current period other comprehensive income
|
—
|
|
|
15,913
|
|
|
15,913
|
|
|
Ending balance
|
$
|
—
|
|
|
$
|
(38,736
|
)
|
|
$
|
(38,736
|
)
|
17.
Condensed Consolidating Financial Statements
In connection with the June 2014 Convertible Note issuance, j2 Global, Inc. entered into a supplemental indenture related to the 8.0% senior unsecured notes, pursuant to which it fully and unconditionally guaranteed, on an unsecured basis, the full and punctual payment of the 8.0% senior unsecured notes issued by its wholly owned subsidiary, j2 Cloud. j2 Cloud Services, LLC was subject to restrictions on dividends in its existing indenture with respect to the 8.0% senior unsecured notes until their redemption in full in August 2017 (see Note 8 - Long-Term Debt). While substantially all of the Company’s assets are owned directly or indirectly by j2 Cloud Services, LLC, those contractual provisions did not, as of June 30, 2017, meaningfully restrict j2 Cloud Services, LLC’s ability to pay dividends to j2 Global, Inc.
The following condensed consolidating financial statements present, in separate columns, financial information for (i) j2 Global, Inc. (the “Parent”) on a parent-only basis, (ii) j2 Cloud Services, LLC, (iii) the non-guarantor subsidiaries on a combined basis, (iv) the eliminations and reclassifications necessary to arrive at the information for the Company on a consolidated basis, and (v) the Company on a consolidated basis. The condensed consolidating financial statements are presented in accordance with the equity method. Under this method, the investments in subsidiaries are recorded at cost and adjusted for the Company’s share of subsidiaries’ cumulative results of operations, capital contributions, distributions and other equity changes. Intercompany charges (income) between the Parent and subsidiaries are recognized in the condensed consolidating financial statements during the period incurred and the settlement of intercompany balances is reflected in the condensed consolidating statement of cash flows based on the nature of the underlying transactions. Consolidating adjustments include consolidating and eliminating entries for investments in subsidiaries, intercompany activity and balances.
j2 GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
June 30, 2017
(Unaudited, in thousands except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE SHEET
|
j2 Global, Inc.
|
|
j2 Cloud Services
|
|
Non-guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
j2 Global Consolidated
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
4,248
|
|
|
$
|
169,330
|
|
|
$
|
157,165
|
|
|
$
|
—
|
|
|
$
|
330,743
|
|
|
Restricted cash
|
—
|
|
|
265,000
|
|
|
—
|
|
|
—
|
|
|
265,000
|
|
|
Short-term investments
|
—
|
|
|
—
|
|
|
65
|
|
|
—
|
|
|
65
|
|
|
Accounts receivable, net
|
—
|
|
|
11,678
|
|
|
169,996
|
|
|
(146
|
)
|
|
181,528
|
|
|
Prepaid expenses and other current assets
|
41,434
|
|
|
1,682
|
|
|
21,082
|
|
|
(41,844
|
)
|
|
22,354
|
|
|
Current assets held for sale
|
—
|
|
|
—
|
|
|
5,770
|
|
|
—
|
|
|
5,770
|
|
|
Intercompany receivable
|
687,229
|
|
|
530,478
|
|
|
157,243
|
|
|
(1,374,950
|
)
|
|
—
|
|
|
Total current assets
|
732,911
|
|
|
978,168
|
|
|
511,321
|
|
|
(1,416,940
|
)
|
|
805,460
|
|
|
Property and equipment, net
|
—
|
|
|
5,715
|
|
|
65,458
|
|
|
—
|
|
|
71,173
|
|
|
Trade names, net
|
—
|
|
|
10,767
|
|
|
99,677
|
|
|
—
|
|
|
110,444
|
|
|
Patent and patent licenses, net
|
—
|
|
|
534
|
|
|
11,374
|
|
|
—
|
|
|
11,908
|
|
|
Customer relationships, net
|
—
|
|
|
17,491
|
|
|
175,689
|
|
|
—
|
|
|
193,180
|
|
|
Goodwill
|
—
|
|
|
83,298
|
|
|
1,056,128
|
|
|
—
|
|
|
1,139,426
|
|
|
Other purchased intangibles, net
|
—
|
|
|
7,114
|
|
|
145,439
|
|
|
—
|
|
|
152,553
|
|
|
Investment in subsidiaries
|
1,167,712
|
|
|
803,353
|
|
|
(1,071
|
)
|
|
(1,969,994
|
)
|
|
—
|
|
|
Deferred income taxes, non-current
|
—
|
|
|
22,933
|
|
|
3,391
|
|
|
(19,096
|
)
|
|
7,228
|
|
|
Other assets
|
—
|
|
|
435
|
|
|
6,134
|
|
|
—
|
|
|
6,569
|
|
|
Non-current assets held for sale
|
—
|
|
|
—
|
|
|
29,720
|
|
|
—
|
|
|
29,720
|
|
|
Total assets
|
$
|
1,900,623
|
|
|
$
|
1,929,808
|
|
|
$
|
2,103,260
|
|
|
$
|
(3,406,030
|
)
|
|
$
|
2,527,661
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
$
|
5,567
|
|
|
$
|
42,227
|
|
|
$
|
129,669
|
|
|
$
|
(41,990
|
)
|
|
$
|
135,473
|
|
|
Income taxes payable
|
—
|
|
|
101,314
|
|
|
39
|
|
|
(88,508
|
)
|
|
12,845
|
|
|
Deferred revenue, current
|
—
|
|
|
20,966
|
|
|
67,187
|
|
|
—
|
|
|
88,153
|
|
|
Current maturities of long-term debt
|
—
|
|
|
246,652
|
|
|
—
|
|
|
—
|
|
|
246,652
|
|
|
Other current liabilities
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities held for sale
|
—
|
|
|
—
|
|
|
523
|
|
|
—
|
|
|
523
|
|
|
Intercompany payable
|
547,092
|
|
|
—
|
|
|
739,350
|
|
|
(1,286,442
|
)
|
|
—
|
|
|
Total current liabilities
|
552,659
|
|
|
411,159
|
|
|
936,792
|
|
|
(1,416,940
|
)
|
|
483,670
|
|
|
Long-term debt
|
359,820
|
|
|
636,557
|
|
|
—
|
|
|
—
|
|
|
996,377
|
|
|
Deferred revenue, non-current
|
—
|
|
|
57
|
|
|
—
|
|
|
—
|
|
|
57
|
|
|
Liability for uncertain tax positions
|
—
|
|
|
40,254
|
|
|
6,734
|
|
|
—
|
|
|
46,988
|
|
|
Deferred income taxes, non-current
|
32,515
|
|
|
—
|
|
|
21,345
|
|
|
(19,096
|
)
|
|
34,764
|
|
|
Other long-term liabilities
|
1,141
|
|
|
1,972
|
|
|
2,030
|
|
|
—
|
|
|
5,143
|
|
|
Non-current liabilities held for sale
|
—
|
|
|
—
|
|
|
5,103
|
|
|
—
|
|
|
5,103
|
|
|
Total liabilities
|
946,135
|
|
|
1,089,999
|
|
|
972,004
|
|
|
(1,436,036
|
)
|
|
1,572,102
|
|
|
Commitments and contingencies
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Preferred stock - Series A, $0.01 par value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Preferred stock - Series B, $0.01 par value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Common stock, $0.01 par value
|
476
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
476
|
|
|
Additional paid-in capital
|
470,681
|
|
|
89,066
|
|
|
424,399
|
|
|
(669,356
|
)
|
|
314,790
|
|
|
Retained earnings
|
483,331
|
|
|
750,667
|
|
|
745,669
|
|
|
(1,300,638
|
)
|
|
679,029
|
|
|
Accumulated other comprehensive income (loss)
|
—
|
|
|
76
|
|
|
(38,812
|
)
|
|
—
|
|
|
(38,736
|
)
|
|
Total stockholders’ equity
|
954,488
|
|
|
839,809
|
|
|
1,131,256
|
|
|
(1,969,994
|
)
|
|
955,559
|
|
|
Total liabilities and stockholders’ equity
|
$
|
1,900,623
|
|
|
$
|
1,929,808
|
|
|
$
|
2,103,260
|
|
|
$
|
(3,406,030
|
)
|
|
$
|
2,527,661
|
|
j2 GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2016
(Unaudited, in thousands except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE SHEET
|
j2 Global, Inc.
|
|
j2 Cloud Services
|
|
Non-guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
j2 Global Consolidated
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$
|
23,935
|
|
|
$
|
22,949
|
|
|
$
|
77,066
|
|
|
$
|
—
|
|
|
$
|
123,950
|
|
|
Short-term investments
|
—
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
60
|
|
|
Accounts receivable, net
|
—
|
|
|
11,464
|
|
|
188,498
|
|
|
(91
|
)
|
|
199,871
|
|
|
Prepaid expenses and other current assets
|
25,922
|
|
|
2,266
|
|
|
21,246
|
|
|
(25,316
|
)
|
|
24,118
|
|
|
Intercompany receivable
|
635,740
|
|
|
281,078
|
|
|
166,210
|
|
|
(1,083,028
|
)
|
|
—
|
|
|
Total current assets
|
685,597
|
|
|
317,757
|
|
|
453,080
|
|
|
(1,108,435
|
)
|
|
347,999
|
|
|
Property and equipment, net
|
—
|
|
|
6,318
|
|
|
61,776
|
|
|
—
|
|
|
68,094
|
|
|
Trade names, net
|
—
|
|
|
10,097
|
|
|
105,756
|
|
|
—
|
|
|
115,853
|
|
|
Patent and patent licenses, net
|
—
|
|
|
601
|
|
|
13,327
|
|
|
—
|
|
|
13,928
|
|
|
Customer relationships, net
|
—
|
|
|
2,519
|
|
|
205,636
|
|
|
—
|
|
|
208,155
|
|
|
Goodwill
|
—
|
|
|
58,310
|
|
|
1,064,500
|
|
|
—
|
|
|
1,122,810
|
|
|
Other purchased intangibles, net
|
—
|
|
|
4,804
|
|
|
168,951
|
|
|
—
|
|
|
173,755
|
|
|
Investment in subsidiaries
|
1,091,412
|
|
|
730,153
|
|
|
(1,071
|
)
|
|
(1,820,494
|
)
|
|
—
|
|
|
Deferred income taxes, non-current
|
1,346
|
|
|
26,667
|
|
|
2,171
|
|
|
(24,895
|
)
|
|
5,289
|
|
|
Other assets
|
—
|
|
|
443
|
|
|
6,002
|
|
|
—
|
|
|
6,445
|
|
|
Total assets
|
$
|
1,778,355
|
|
|
$
|
1,157,669
|
|
|
$
|
2,080,128
|
|
|
$
|
(2,953,824
|
)
|
|
$
|
2,062,328
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
$
|
4,545
|
|
|
$
|
28,179
|
|
|
$
|
170,754
|
|
|
$
|
(25,407
|
)
|
|
$
|
178,071
|
|
|
Income taxes payable
|
—
|
|
|
82,795
|
|
|
—
|
|
|
(66,042
|
)
|
|
16,753
|
|
|
Deferred revenue, current
|
—
|
|
|
19,277
|
|
|
61,107
|
|
|
—
|
|
|
80,384
|
|
|
Line of credit
|
178,817
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
178,817
|
|
|
Other current liabilities
|
—
|
|
|
—
|
|
|
64
|
|
|
—
|
|
|
64
|
|
|
Intercompany payable
|
296,658
|
|
|
11
|
|
|
720,317
|
|
|
(1,016,986
|
)
|
|
—
|
|
|
Total current liabilities
|
480,020
|
|
|
130,262
|
|
|
952,242
|
|
|
(1,108,435
|
)
|
|
454,089
|
|
|
Long-term debt
|
355,143
|
|
|
246,604
|
|
|
(1
|
)
|
|
—
|
|
|
601,746
|
|
|
Deferred revenue, non-current
|
—
|
|
|
1,588
|
|
|
—
|
|
|
—
|
|
|
1,588
|
|
|
Liability for uncertain tax positions
|
—
|
|
|
41,259
|
|
|
5,278
|
|
|
—
|
|
|
46,537
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income taxes, non-current
|
28,687
|
|
|
—
|
|
|
36,565
|
|
|
(24,895
|
)
|
|
40,357
|
|
|
Other long-term liabilities
|
1,040
|
|
|
505
|
|
|
1,930
|
|
|
—
|
|
|
3,475
|
|
|
Total liabilities
|
864,890
|
|
|
420,218
|
|
|
996,014
|
|
|
(1,133,330
|
)
|
|
1,147,792
|
|
|
Commitments and contingencies
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Preferred stock - Series A, $0.01 par value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Preferred stock - Series B, $0.01 par value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Common stock, $0.01 par value
|
474
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
474
|
|
|
Additional paid-in capital
|
464,220
|
|
|
89,066
|
|
|
424,399
|
|
|
(669,356
|
)
|
|
308,329
|
|
|
Retained earnings
|
448,771
|
|
|
648,233
|
|
|
714,516
|
|
|
(1,151,138
|
)
|
|
660,382
|
|
|
Accumulated other comprehensive income (loss)
|
—
|
|
|
152
|
|
|
(54,801
|
)
|
|
—
|
|
|
(54,649
|
)
|
|
Total stockholders’ equity
|
913,465
|
|
|
737,451
|
|
|
1,084,114
|
|
|
(1,820,494
|
)
|
|
914,536
|
|
|
Total liabilities and stockholders’ equity
|
$
|
1,778,355
|
|
|
$
|
1,157,669
|
|
|
$
|
2,080,128
|
|
|
$
|
(2,953,824
|
)
|
|
$
|
2,062,328
|
|
j2 GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF INCOME
Three Months Ended June 30, 2017
(Unaudited, in thousands except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
j2 Global, Inc.
|
|
j2 Cloud Services
|
|
Non-guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
j2 Global Consolidated
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
$
|
—
|
|
|
$
|
60,706
|
|
|
$
|
224,039
|
|
|
$
|
(11,571
|
)
|
|
$
|
273,174
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
—
|
|
|
18,341
|
|
|
36,389
|
|
|
(11,571
|
)
|
|
43,159
|
|
|
Gross profit
|
—
|
|
|
42,365
|
|
|
187,650
|
|
|
—
|
|
|
230,015
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing
|
—
|
|
|
10,845
|
|
|
70,017
|
|
|
—
|
|
|
80,862
|
|
|
Research, development and engineering
|
—
|
|
|
2,845
|
|
|
8,710
|
|
|
—
|
|
|
11,555
|
|
|
General and administrative
|
9,678
|
|
|
7,200
|
|
|
62,160
|
|
|
—
|
|
|
79,038
|
|
|
Total operating expenses
|
9,678
|
|
|
20,890
|
|
|
140,887
|
|
|
—
|
|
|
171,455
|
|
|
Income (loss) from operations
|
(9,678
|
)
|
|
21,475
|
|
|
46,763
|
|
|
—
|
|
|
58,560
|
|
|
Equity earnings in subsidiaries
|
33,960
|
|
|
39,948
|
|
|
—
|
|
|
(73,908
|
)
|
|
—
|
|
|
Interest (income) expense, net
|
(5,284
|
)
|
|
5,545
|
|
|
13,409
|
|
|
—
|
|
|
13,670
|
|
|
Other (income) expense, net
|
—
|
|
|
(129
|
)
|
|
4,356
|
|
|
—
|
|
|
4,227
|
|
|
Income before income taxes
|
29,566
|
|
|
56,007
|
|
|
28,998
|
|
|
(73,908
|
)
|
|
40,663
|
|
|
Income tax (benefit) expense
|
(1,809
|
)
|
|
14,750
|
|
|
(3,654
|
)
|
|
—
|
|
|
9,287
|
|
|
Net income
|
$
|
31,375
|
|
|
$
|
41,257
|
|
|
$
|
32,652
|
|
|
$
|
(73,908
|
)
|
|
$
|
31,376
|
|
j2 GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF INCOME
Three Months Ended June 30, 2016
(Unaudited, in thousands except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
j2 Global, Inc.
|
|
j2 Cloud Services
|
|
Non-guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
j2 Global Consolidated
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
$
|
—
|
|
|
$
|
66,254
|
|
|
$
|
166,079
|
|
|
$
|
(20,533
|
)
|
|
$
|
211,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
—
|
|
|
16,992
|
|
|
39,087
|
|
|
(20,488
|
)
|
|
35,591
|
|
|
Gross profit
|
—
|
|
|
49,262
|
|
|
126,992
|
|
|
(45
|
)
|
|
176,209
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing
|
—
|
|
|
10,260
|
|
|
38,402
|
|
|
(45
|
)
|
|
48,617
|
|
|
Research, development and engineering
|
—
|
|
|
2,930
|
|
|
6,283
|
|
|
—
|
|
|
9,213
|
|
|
General and administrative
|
5,078
|
|
|
4,431
|
|
|
49,925
|
|
|
—
|
|
|
59,434
|
|
|
Total operating expenses
|
5,078
|
|
|
17,621
|
|
|
94,610
|
|
|
(45
|
)
|
|
117,264
|
|
|
Income (loss) from operations
|
(5,078
|
)
|
|
31,641
|
|
|
32,382
|
|
|
—
|
|
|
58,945
|
|
|
Equity earnings in subsidiaries
|
38,019
|
|
|
20,786
|
|
|
—
|
|
|
(58,805
|
)
|
|
—
|
|
|
Interest expense, net
|
1,591
|
|
|
5,193
|
|
|
3,517
|
|
|
—
|
|
|
10,301
|
|
|
Other (income) expense, net
|
(300
|
)
|
|
(93
|
)
|
|
180
|
|
|
—
|
|
|
(213
|
)
|
|
Income before income taxes
|
31,650
|
|
|
47,327
|
|
|
28,685
|
|
|
(58,805
|
)
|
|
48,857
|
|
|
Income tax (benefit) expense
|
(2,120
|
)
|
|
9,308
|
|
|
7,899
|
|
|
—
|
|
|
15,087
|
|
|
Net income
|
$
|
33,770
|
|
|
$
|
38,019
|
|
|
$
|
20,786
|
|
|
$
|
(58,805
|
)
|
|
$
|
33,770
|
|
j2 GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF INCOME
Six Months Ended June 30, 2017
(Unaudited, in thousands except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
j2 Global, Inc.
|
|
j2 Cloud Services
|
|
Non-guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
j2 Global Consolidated
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
$
|
—
|
|
|
$
|
136,042
|
|
|
$
|
431,927
|
|
|
$
|
(40,126
|
)
|
|
$
|
527,843
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
—
|
|
|
35,568
|
|
|
88,520
|
|
|
(40,119
|
)
|
|
83,969
|
|
|
Gross profit
|
—
|
|
|
100,474
|
|
|
343,407
|
|
|
(7
|
)
|
|
443,874
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing
|
—
|
|
|
21,655
|
|
|
136,691
|
|
|
(7
|
)
|
|
158,339
|
|
|
Research, development and engineering
|
—
|
|
|
5,795
|
|
|
17,512
|
|
|
—
|
|
|
23,307
|
|
|
General and administrative
|
14,502
|
|
|
11,971
|
|
|
129,220
|
|
|
—
|
|
|
155,693
|
|
|
Total operating expenses
|
14,502
|
|
|
39,421
|
|
|
283,423
|
|
|
(7
|
)
|
|
337,339
|
|
|
Income (loss) from operations
|
(14,502
|
)
|
|
61,053
|
|
|
59,984
|
|
|
—
|
|
|
106,535
|
|
|
Equity earnings in subsidiaries
|
60,390
|
|
|
57,776
|
|
|
—
|
|
|
(118,166
|
)
|
|
—
|
|
|
Interest (income) expense, net
|
(10,593
|
)
|
|
10,752
|
|
|
25,920
|
|
|
—
|
|
|
26,079
|
|
|
Other income, net
|
—
|
|
|
(175
|
)
|
|
4,726
|
|
|
—
|
|
|
4,551
|
|
|
Income before income taxes
|
56,481
|
|
|
108,252
|
|
|
29,338
|
|
|
(118,166
|
)
|
|
75,905
|
|
|
Income tax expense
|
(714
|
)
|
|
21,239
|
|
|
(1,816
|
)
|
|
—
|
|
|
18,709
|
|
|
Net income
|
$
|
57,195
|
|
|
$
|
87,013
|
|
|
$
|
31,154
|
|
|
$
|
(118,166
|
)
|
|
$
|
57,196
|
|
j2 GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF INCOME
Six Months Ended June 30, 2016
(Unaudited, in thousands except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
j2 Global, Inc.
|
|
j2 Cloud Services
|
|
Non-guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
j2 Global Consolidated
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
$
|
—
|
|
|
$
|
122,639
|
|
|
$
|
321,645
|
|
|
$
|
(31,982
|
)
|
|
$
|
412,302
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
—
|
|
|
34,481
|
|
|
67,288
|
|
|
(31,891
|
)
|
|
69,878
|
|
|
Gross profit
|
—
|
|
|
88,158
|
|
|
254,357
|
|
|
(91
|
)
|
|
342,424
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing
|
—
|
|
|
20,888
|
|
|
75,932
|
|
|
(91
|
)
|
|
96,729
|
|
|
Research, development and engineering
|
—
|
|
|
6,219
|
|
|
11,982
|
|
|
—
|
|
|
18,201
|
|
|
General and administrative
|
9,750
|
|
|
9,902
|
|
|
95,559
|
|
|
—
|
|
|
115,211
|
|
|
Total operating expenses
|
9,750
|
|
|
37,009
|
|
|
183,473
|
|
|
(91
|
)
|
|
230,141
|
|
|
Income (loss) from operations
|
(9,750
|
)
|
|
51,149
|
|
|
70,884
|
|
|
—
|
|
|
112,283
|
|
|
Equity earnings in subsidiaries
|
72,342
|
|
|
48,482
|
|
|
—
|
|
|
(120,824
|
)
|
|
—
|
|
|
Interest expense, net
|
3,462
|
|
|
10,425
|
|
|
6,647
|
|
|
—
|
|
|
20,534
|
|
|
Other (income) expense, net
|
(209
|
)
|
|
(1,013
|
)
|
|
1,135
|
|
|
—
|
|
|
(87
|
)
|
|
Income before income taxes
|
59,339
|
|
|
90,219
|
|
|
63,102
|
|
|
(120,824
|
)
|
|
91,836
|
|
|
Income tax (benefit) expense
|
(4,374
|
)
|
|
17,877
|
|
|
14,620
|
|
|
—
|
|
|
28,123
|
|
|
Net income
|
$
|
63,713
|
|
|
$
|
72,342
|
|
|
$
|
48,482
|
|
|
$
|
(120,824
|
)
|
|
$
|
63,713
|
|
j2 GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
Three Months Ended June 30, 2017
(Unaudited, in thousands except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
j2 Global, Inc.
|
|
j2 Cloud Services
|
|
Non-guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
j2 Global Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
$
|
31,375
|
|
|
$
|
41,257
|
|
|
$
|
32,652
|
|
|
$
|
(73,908
|
)
|
|
$
|
31,376
|
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
12,331
|
|
|
—
|
|
|
12,331
|
|
|
Change in fair value on available-for-sale investments, net of tax expense (benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
12,331
|
|
|
—
|
|
|
12,331
|
|
|
Comprehensive income
|
$
|
31,375
|
|
|
$
|
41,257
|
|
|
$
|
44,983
|
|
|
$
|
(73,908
|
)
|
|
$
|
43,707
|
|
j2 GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Three Months Ended June 30, 2016
(Unaudited, in thousands except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
j2 Global, Inc.
|
|
j2 Cloud Services
|
|
Non-guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
j2 Global Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
$
|
33,770
|
|
|
$
|
38,019
|
|
|
$
|
20,786
|
|
|
$
|
(58,805
|
)
|
|
$
|
33,770
|
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
(12,653
|
)
|
|
—
|
|
|
(12,653
|
)
|
|
Change in fair value on available-for-sale investments, net of tax benefit
|
2,251
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,251
|
|
|
Other comprehensive income (loss), net of tax
|
2,251
|
|
|
—
|
|
|
(12,653
|
)
|
|
—
|
|
|
(10,402
|
)
|
|
Comprehensive income
|
$
|
36,021
|
|
|
$
|
38,019
|
|
|
$
|
8,133
|
|
|
$
|
(58,805
|
)
|
|
$
|
23,368
|
|
j2 GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
Six Months Ended June 30, 2017
(Unaudited, in thousands except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
j2 Global, Inc.
|
|
j2 Cloud Services
|
|
Non-guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
j2 Global Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
$
|
57,195
|
|
|
$
|
87,013
|
|
|
$
|
31,154
|
|
|
$
|
(118,166
|
)
|
|
$
|
57,196
|
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
15,913
|
|
|
—
|
|
|
15,913
|
|
|
Change in fair value on available-for-sale investments, net of tax expense (benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
15,913
|
|
|
—
|
|
|
15,913
|
|
|
Comprehensive income
|
$
|
57,195
|
|
|
$
|
87,013
|
|
|
$
|
47,067
|
|
|
$
|
(118,166
|
)
|
|
$
|
73,109
|
|
j2 GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME
Six Months Ended June 30, 2016
(Unaudited, in thousands except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
j2 Global, Inc.
|
|
j2 Cloud Services
|
|
Non-guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
j2 Global Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
$
|
63,713
|
|
|
$
|
72,342
|
|
|
$
|
48,482
|
|
|
$
|
(120,824
|
)
|
|
$
|
63,713
|
|
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
(9,238
|
)
|
|
—
|
|
|
(9,238
|
)
|
|
Change in fair value on available-for-sale investments, net of tax expense (benefit)
|
(110
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(110
|
)
|
|
Other comprehensive loss, net of tax
|
(110
|
)
|
|
—
|
|
|
(9,238
|
)
|
|
—
|
|
|
(9,348
|
)
|
|
Comprehensive income
|
$
|
63,603
|
|
|
$
|
72,342
|
|
|
$
|
39,244
|
|
|
$
|
(120,824
|
)
|
|
$
|
54,365
|
|
j2 GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
Six Months Ended June 30, 2017
(Unaudited, in thousands except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
j2 Global, Inc.
|
|
j2 Cloud Services
|
|
Non-guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
j2 Global Consolidated
|
|
Net cash (used in) provided by operating activities
|
$
|
(79,270
|
)
|
|
$
|
26,037
|
|
|
$
|
164,888
|
|
|
$
|
—
|
|
|
$
|
111,655
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
Purchase of available-for-sale investments
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
Purchases of property and equipment
|
—
|
|
|
(820
|
)
|
|
(18,125
|
)
|
|
—
|
|
|
(18,945
|
)
|
|
Acquisition of businesses, net of cash received
|
—
|
|
|
(22,453
|
)
|
|
(13,977
|
)
|
|
—
|
|
|
(36,430
|
)
|
|
Purchases of intangible assets
|
—
|
|
|
(8
|
)
|
|
(760
|
)
|
|
—
|
|
|
(768
|
)
|
|
Net cash used in investing activities
|
—
|
|
|
(23,281
|
)
|
|
(32,867
|
)
|
|
—
|
|
|
(56,148
|
)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
Issuance of long-term debt
|
—
|
|
|
636,178
|
|
|
—
|
|
|
—
|
|
|
636,178
|
|
|
Proceeds from line of credit, net
|
44,981
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,981
|
|
|
Repayment of line of credit, net
|
(225,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(225,000
|
)
|
|
Repurchases of common and restricted stock
|
(6,738
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,738
|
)
|
|
Issuance of common stock under employee stock purchase plan
|
133
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
133
|
|
|
Exercise of stock options
|
1,051
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,051
|
|
|
Dividends paid
|
(35,707
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,707
|
)
|
|
Deferred payments for acquisitions
|
—
|
|
|
(1,035
|
)
|
|
(2,304
|
)
|
|
—
|
|
|
(3,339
|
)
|
|
Other
|
—
|
|
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
(36
|
)
|
|
Intercompany
|
280,863
|
|
|
(226,442
|
)
|
|
(54,421
|
)
|
|
—
|
|
|
—
|
|
|
Net cash provided by (used in) financing activities
|
59,583
|
|
|
408,701
|
|
|
(56,761
|
)
|
|
—
|
|
|
411,523
|
|
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
—
|
|
|
(76
|
)
|
|
5,652
|
|
|
—
|
|
|
5,576
|
|
|
Net change in cash, cash equivalents and restricted cash
|
(19,687
|
)
|
|
411,381
|
|
|
80,912
|
|
|
—
|
|
|
472,606
|
|
|
Net change in cash balance included in assets held for sale
|
—
|
|
|
—
|
|
|
(813
|
)
|
|
—
|
|
|
(813
|
)
|
|
Cash, cash equivalents and restricted cash at beginning of period
|
23,935
|
|
|
22,949
|
|
|
77,066
|
|
|
—
|
|
|
123,950
|
|
|
Cash, cash equivalents and restricted cash at end of period
|
$
|
4,248
|
|
|
$
|
434,330
|
|
|
$
|
157,165
|
|
|
$
|
—
|
|
|
$
|
595,743
|
|
j2 GLOBAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
Six Months Ended June 30, 2016
(Unaudited, in thousands except share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
j2 Global, Inc.
|
|
j2 Cloud Services
|
|
Non-guarantor Subsidiaries
|
|
Consolidating Adjustments
|
|
j2 Global Consolidated
|
|
Net cash (used in) provided by operating activities
|
$
|
(695
|
)
|
|
$
|
25,755
|
|
|
$
|
106,992
|
|
|
$
|
—
|
|
|
$
|
132,052
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
Maturity of available-for-sale investments
|
112,631
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
112,631
|
|
|
Purchase of available-for-sale investments
|
(47,207
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47,207
|
)
|
|
Purchases of property and equipment
|
—
|
|
|
(542
|
)
|
|
(8,644
|
)
|
|
—
|
|
|
(9,186
|
)
|
|
Acquisition of businesses, net of cash received
|
—
|
|
|
—
|
|
|
(76,725
|
)
|
|
—
|
|
|
(76,725
|
)
|
|
Purchases of intangible assets
|
—
|
|
|
(104
|
)
|
|
(1,711
|
)
|
|
—
|
|
|
(1,815
|
)
|
|
Net cash provided (used in) by investing activities
|
65,424
|
|
|
(646
|
)
|
|
(87,080
|
)
|
|
—
|
|
|
(22,302
|
)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchases of common stock and restricted stock
|
(3,356
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,356
|
)
|
|
Issuance of common stock under employee stock purchase plan
|
123
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
123
|
|
|
Exercise of stock options
|
1,911
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,911
|
|
|
Dividends paid
|
(32,202
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,202
|
)
|
|
Deferred payments for acquisitions
|
—
|
|
|
(873
|
)
|
|
(15,677
|
)
|
|
—
|
|
|
(16,550
|
)
|
|
Other
|
1,097
|
|
|
—
|
|
|
(254
|
)
|
|
—
|
|
|
843
|
|
|
Intercompany
|
(13,674
|
)
|
|
5,683
|
|
|
7,991
|
|
|
—
|
|
|
—
|
|
|
Net cash (used in) provided by financing activities
|
(46,101
|
)
|
|
4,810
|
|
|
(7,940
|
)
|
|
—
|
|
|
(49,231
|
)
|
|
Effect of exchange rate changes on cash and cash equivalents
|
53
|
|
|
(239
|
)
|
|
(2,109
|
)
|
|
—
|
|
|
(2,295
|
)
|
|
Net change in cash and cash equivalents
|
18,681
|
|
|
29,680
|
|
|
9,863
|
|
|
—
|
|
|
58,224
|
|
|
Cash and cash equivalents at beginning of period
|
55,516
|
|
|
9,975
|
|
|
190,039
|
|
|
—
|
|
|
255,530
|
|
|
Cash and cash equivalents at end of period
|
$
|
74,197
|
|
|
$
|
39,655
|
|
|
$
|
199,902
|
|
|
$
|
—
|
|
|
$
|
313,754
|
|
18.
Subsequent Events
On
August 2, 2017
, the Company’s Board of Directors approved a quarterly cash dividend of
$0.3850
per share of j2 Global common stock payable on
September 1, 2017
to all stockholders of record as of the close of business on
August 14, 2017
.
On July 12, 2017, in a cash transaction,
the Company sold Cambridge, a subsidiary within the Digital Media segment. The Company is currently determining the financial impact to the statement of operations which will be recorded in the third quarter 2017. The Company does not expect a material gain or loss from this transaction.
On August 1, 2017, j2 Cloud redeemed all of its outstanding
$250 million
8.0% senior unsecured notes due in 2020 for
$265 million
, including a redemption premium and relevant accrued interest. As a result of the redemption, j2 Cloud has satisfactorily discharged its obligations to the holders of such notes.